Common use of Termination by Licensor Clause in Contracts

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Without Notice Licensee shall (x) willfully, intentionally and be deemed to be in bad faith breach any material provision of default under this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breachAgreement, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written all rights granted herein shall automatically terminate without notice of such breach to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and such breach has not been cured opposed by Licensee within sixty (60) days of such noticefiling; or (ii) or if Licensee shall willfully and intentionally and in bad faith purport to assign, delegate is adjudicated as bankrupt or otherwise transfer any insolvent; or if a bill ▇▇ equity or other proceeding for the appointment of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary receiver of Licensee without the written consent of Licensoror other custodian for Licensee's business or assets if filed and consented to by Licensee; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) or if a bankruptcy receiver or other permanent or temporary custodian of Licensee's assets or property, or any one part thereof, is appointed by any court of competent jurisdiction; or more subsidiaries if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than record for thirty (30) days after or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the date operation of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for terminationLicensee's business, the parties shall resolve such dispute in accordance with loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee loss of liability for breach of this Agreement, whether which would have a material adverse effect on Licensee; or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights if real or personal property of Licensee granted hereunder used in its business, the loss of which would have a material adverse effect on Licensee, shall terminate. Notwithstanding the foregoingbe sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee shall have at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to continue do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to dispose of its then existing inventory of Licensee Products for a period of up engage in the Business or otherwise forfeits the right to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by do or transact business in one or more market(s), in which event Licensee. (e) All 's rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of under this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)automatically terminate.

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision In addition to its rights to enforce the provisions of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination Section of this Agreement, Licensor shall deliver have the right, at its option, to Licensee a written notice terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on the occurrence of termination, which notice shall specify any one or more of the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days following events after the date of delivery to Licensee of a written notice specifying such event and the noticepassage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. If Licensee in good faith disputes In the event that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled right to terminate this Agreement on account as a result of such breach. (d) Upon Licensee’s failure to achieve the termination of Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, all but instead to convert Licensee’s rights of Licensee granted hereunder shall terminate. Notwithstanding in the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All Licensed ODURF Patents and Related Know-how into non-exclusive rights and remedies of ODURF may also sell, transfer, commercialize, exploit and practice the parties same non-exclusive rights without being in respect of any breach of this Agreement occurring prior to and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the effective postmarked date of its termination shall survive mailing of written notice to Licensee if Licensee (i) makes an assignment for the termination benefit of this Agreement. In additioncreditors, the following provisions (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)all or a material part of Licensee’s property.

Termination by Licensor. (a) This Agreement may be terminated by Licensor ifprior to the end of the Term as follows: (i) Upon a Bankruptcy Event of Licensee, Licensee shall notify Licensor thereof within one (x1) willfullybusiness day thereof, intentionally and in bad faith Licensor may elect to terminate the Agreement by giving written notice to Licensee within thirty (30) days of that notice. (ii) Upon the failure of Licensee to pay to Licensor monies when due by Licensee to Licensor under this Agreement, Licensor may give notice to Licensee of such non-payment. Thereafter, if Licensee fails to pay such monies to Licensor within ten (10) business days of such notice, then this Agreement shall terminate on that tenth business day. If Licensee pays the monies due to Licensor within those ten business days, then this Agreement shall not terminate. (iii) Upon a material breach any material provision of this Agreement or (y) willfullyby Licensee, intentionally and in bad faith fail Licensor may give notice to Licensee of such breach. If Licensee fails to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under then this Agreement may be terminated by Licensor at any time during the period that begins on the sixtieth (60th) day following such notice and ends on the ninetieth (90th) day following such notice (the “Licensor Termination Period”) by giving written notice of such termination to any person other than Licensee before the expiration of the Licensor Termination Period. Licensor’s failure to terminate this Agreement during the Licensor Termination Period will constitute a wholly-owned subsidiary of Licensee without the written consent waiver of Licensor; or (iii) Licensee shall abandon the use ’s rights to terminate this Agreement by reason of the Licensed Patent; orapplicable breach. (iv) a bankruptcy of Upon written notice following Licensee, or ’s failure to sell any royalty-bearing product during any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuingcalendar year. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. Without limiting any other provision of this Agreement and subject to Section 17.3 of this Schedule, upon the occurrence of a Licensee Termination Event (aas defined below), Licensor may, in addition to any and all other rights which it may have against Licensee, immediately terminate this Agreement or any license with respect to an Included Program by giving written notice to Licensee and/or accelerate the payment of all monies payable under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that Licensee’s material obligations hereunder include full, non-refundable payment of 100% of the License Fees described in this Agreement regardless of any early termination of this Agreement due to a Licensee Termination Event, provided however that if the occurrence of a Licensee Termination Event is in Term Year 1, any payments due under the acceleration provision above will be limited to monies payable in Term Year 1. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any Licensee Event of Default (as defined below), have no further obligation to deliver Included Programs or Advertising Materials to Licensee and Licensor shall have the right to require Licensee to immediately return all copies of Included Programs and Advertising Materials to Licensor. In addition to any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be entitled to recover from Licensee all payments past due from Licensee to Licensor hereunder, together with interest, compounded monthly, at the lesser of (x) This Agreement may be terminated 110% of the Prime Rate and (y) the maximum rate permitted by law, plus reasonable outside attorneys fees, and all costs and expenses, including collection agency fees, incurred by Licensor if: to enforce the provisions thereof. Furthermore, upon a Licensee Event of Default, Licensor shall have the right to immediately suspend delivery of all Included Programs and materials with respect thereto and/or suspend Licensee’s right to exploit any Included Programs, licensed hereunder, without prejudice to any of its other rights hereunder. As used herein, a “Licensee Event of Default” means the occurrence of any of the following: (A) Licensee (x) fails to timely perform or breaches any of its material obligations hereunder or otherwise materially breaches this Agreement, (y) fails to make timely payment of fees under this Agreement or (z) assigns or otherwise transfers this Agreement in violation of this Agreement; or (B) upon (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail becoming unable to cure any other breach, and (i) under clause (x), such breach is not capable of curepay its debts; or (ii) under either clause (x) a petition being presented or (y)a meeting being convened for the purpose of considering a resolution for the making of an administration order, such breach is capable the winding-up, bankruptcy or dissolution of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patentbecoming insolvent; or (iv) a petition under any bankruptcy of or analogous act being filed by or against Licensee (which petition, if filed against Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect not have been dismissed by the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than relevant authority within thirty (30) days after thereafter); (v) Licensee executing an assignment for the date benefit of delivery creditors; (vi) a receiver being appointed for the assets of Licensee; (vii) Licensee taking advantage of any applicable bankruptcy, insolvency or reorganization or any other like statute; or (viii) the occurrence of any event analogous to the foregoing. As used herein a “Licensee Termination Event” means (I) the occurrence of a curable Licensee Event of Default described in subclause (A) above that Licensee has failed to cure within thirty (30) days written notice from Licensor of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account occurrence of such breachdefault or, if such default is the failure to pay any installment or overage, within five (5) Business Days of notice from Licensor, (II) the occurrence of a non-curable Licensee Event of Default described in subclause (A) above and (III) the occurrence of a Licensee Event of Default described in subclause (B) above. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may be terminated by Licensor if:have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee shall (x) willfully, intentionally and defaults in bad faith breach the performance of any material provision of its obligations provided for in this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such noticeAgreement; or (ii) Licensee shall willfully have failed to deliver to Licensor or to maintain in full force and intentionally and effect the insurance referred to in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of LicensorParagraph 8(b) hereof; or (iii) Licensee shall abandon fail to make any payment due hereunder on the use of the Licensed Patentdate due; or (iv) a bankruptcy Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder, and such failure shall continue for ten (10) days after written notice thereof is sent by Licensor to the Licensee; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 14(f) hereof or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be unable to pay its debts when due, or shall make any assignment for the benefit of creditors, or shall file any petition under the bankruptcy or insolvency laws of any nation, jurisdiction, county or place, or shall have or suffer a receiver or trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell each Licensed Products and utilize each character set forth in the Licensed Property ("Character") throughout the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Products, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any of the Licensed Product(s) without the prior written approval of Licensor as provided in Paragraph 10 hereof; or (ix) Licensee undergoes a substantial change of management or control: or (x) A manufacturer approved pursuant to Paragraph 11(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products outside the Territory; or (xii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of the Licensed Products; or (xiii) Licensee has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or (xiv) Licensee shall breach any other agreement in effect between Licensee on the one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur hand and be continuingLicensor on the other. (b) To effect In the termination event any of this Agreementthese defaults occur, Licensor shall deliver give notice of termination in writing to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail by facsimile and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the noticecertified mail. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six ten (610) months days from the date of termination giving notice in which to correct any of this Agreement. All costs associated with the foregoing shall be borne by Licensee. these defaults (eexcept subdivisions (vii), (viii), (xi) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition(xiii) above which are not curable), the following provisions of and failing such, this Agreement shall explicitly survive its termination: Section 9 thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (“WARRANTY DISCLAIMER”); including Guaranteed Consideration) shall then be promptly due and Section 11 (“Miscellaneous”)payable in full and no portion of those prior payments shall be repayable to Licensee.

Termination by Licensor. (a) This Agreement may If Licensee makes any assignment of its assets or business for the benefit of creditors, or if a trustee or receiver is appointed to administer or conduct its business, or if it is adjudged in any legal proceeding to be terminated by a voluntary or involuntary bankrupt, then Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of have the option to terminate this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given on five days' written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect If Licensee violates its obligation to pay the termination of this AgreementLicense Fee, Licensor shall deliver have the right to Licensee a terminate this Agreement upon 15 days' written notice, and such notice of termination, which notice termination shall specify become effective (except with respect to Licensee's obligation to pay the basis therefor in reasonable detail and an effective date of termination not less than thirty (30License Fee) days after unless Licensee completely cures the date of delivery violation within such 15 day period to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p)Licensor's satisfaction. (c) Nothing in this Section shall relieve If Licensee defaults under any of liability for breach its obligations under the terms of this AgreementAgreement other than its obligation to pay the License Fee, whether or not Licensor is entitled shall have the right to terminate this Agreement on account ten days' written notice, and such notice of termination shall become effective unless Licensee completely cures the default within such ten-day period to Licensor's satisfaction; provided, however, that, if the default giving rise to Licensor's notice of termination is of such breachcharacter that it cannot be completely cured within such ten-day period, then Licensee shall have a further reasonable period not to exceed 30 additional days in which to cure the default completely. The foregoing extension shall be available only if Licensee commences action within the first ten-day period to cure such default and diligently pursues such cure efforts thereafter. (d) Upon the termination of any default by Licensee under this Agreement, all rights of Licensee the license to use the Trademarks granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of under this Agreement shall explicitly survive its termination: be immediately revoked, subject to reinstatement only as the result of a cure permitted under this Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)17.

Termination by Licensor. (ai) This Agreement Upon a material breach or default of a material term under this AGREEMENT by LICENSEE or an AFFILIATE of LICENSEE, including without limitation a failure to pay fees owed as specified in this AGREEMENT, this AGREEMENT may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within LICENSOR upon sixty (60) days prior written notice to LICENSEE (the “CURE PERIOD”). Any termination of this AGREEMENT pursuant to this Section 7.3 shall become effective at the end of the CURE PERIOD, unless LICENSEE has cured any such material breach prior to the expiration of such notice; orCURE PERIOD. (ii) Licensee shall willfully and intentionally and in bad faith purport to assignIn the event that LICENSEE notifies LICENSOR, delegate or otherwise transfer LICENSOR becomes independently aware, that any of its rights, benefits, powers, duties responsibilities LICENSEE’s AFFILIATES or obligations a particular SERVICE PROVIDER is using CELLS other than as permitted under this Agreement AGREEMENT (a “NON-COMPLIANT ENTITY”), the rights conveyed by LICENSEE or its AFFILIATES to any person other than a whollysuch NON-owned subsidiary COMPLIANT ENTITY under this AGREEMENT may be terminated by LICENSOR upon sixty (60) days’ written notice to LICENSEE. Said notice shall become effective at the end of Licensee without the sixty (60) day period, unless during said period LICENSEE causes the NON-COMPLIANT ENTITY to cure the non-compliant activities, and LICENSEE provides clear written consent evidence of Licensor; orsuch cure to LICENSOR. (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee LICENSOR shall have the right to continue terminate this AGREEMENT immediately at any time upon written notice to dispose LICENSEE in the event that LICENSOR reasonably determines that continued performance under the AGREEMENT may violate any LAWS. LICENSOR shall communicate with LICENSEE regarding the circumstances giving rise to such termination and shall use commercially reasonable efforts to provide LICENSEE with advance notice of its then existing inventory of Licensee Products for a period of up such termination. Prior to six (6) months from terminating the date of termination of this Agreement. All costs associated with AGREEMENT as set forth herein, LICENSOR shall use commercially reasonable efforts to mitigate the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect potential violation of any LAWS. Termination by LICENSOR in compliance with this Section 7.3 shall not, in any event, constitute a breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)AGREEMENT.

Termination by Licensor. Licensor, at its option, may immediately terminate the Agreement, or any part of Patent Rights, or any part of Field, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur: (a) This Agreement may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and becomes in bad faith breach arrears in any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breachpayments due under the Agreement, and (i) under clause (x), such breach is not capable Licensee fails to make the required payment within 30 days after delivery of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of from Licensor; or (iiib) Licensee shall abandon the use is in breach of any non-payment provision of the Licensed PatentAgreement, and does not cure such breach within 60 days after delivery of written notice from Licensor; or [***]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. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA (c) Licensor delivers notice to Licensee of three or more [***] breaches of the Agreement in any nine (9) month period, even in the event that Licensee cures such breaches in the allowed period, [***]; or (ivd) a bankruptcy of LicenseeLicensee or its Affiliate or Sublicensee participates in any proceeding or action to challenge the validity, enforceability, or any scope of one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the noticePatent Rights. If Provided however, this section shall not be applicable in the context of a Sublicensee or Affiliate defending against a patent infringement suit initiated by licensor, or if Licensee terminates a Sublicensee (in good faith disputes the event Sublicensee sues Licensor) within 30 days of receiving notice from Licensor that Licensor has a valid basis for termination, they are being sued by the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p)Sublicensee. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement may be terminated Upon termination by Licensor iffor Licensee’s breach under Section 14.2 through Section 14.5: (i) Licensee Licensee’s License shall (x) willfullyimmediately lapse with respect to the Territory or, intentionally if Licensor’s termination is limited to certain country(ies), with respect to the portions of the Territory affected by such termination, subject to Section 15.1(ii). If Licensor’s termination is limited to certain country(ies). Licensee’s rights in the portions of the Territory not affected by such termination will remain unchanged and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally full force and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; oreffect. (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect Immediately upon the termination of this Agreement, Licensor Licensee shall deliver to Licensee a written notice of terminationcease all Development, which notice shall specify the basis therefor in reasonable detail Commercialization and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee sale of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, Licensed Product under the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee License granted hereunder shall terminate. Notwithstanding in the foregoingTerritory or, if Licensor’s termination is limited to certain country(ies), in the portions of the Territory affected by such termination; provided, however, that, Licensee shall have the right to continue to dispose of distribute and sell its then existing inventory of Licensee Products the Licensed Product in the Field and in the Territory or, if Licensor’s termination is limited to certain country(ies), in the portions of the Territory affected by such termination for a period of up to not more than six (6) months from following the date of termination hereof, subject to Licensee’s continuing obligation to pay royalties with respect to the Licensee Net Sales derived from the distribution and sale of such existing inventory of the Licensed Product. (iii) Licensor’s obligation to share Development Data with Licensee shall immediately lapse, but Licensor and its Related Parties may continue to freely use all the Development Data generated by Licensee, its Affiliates or Sublicensees at no cost. (iv) Licensor shall have the right to request and Licensee will provide the following: (1) (a) the transfer and assignment to Licensor or to a Third Party designated by Licensor of all Regulatory Approvals that are in the name of Licensee or any of its Affiliates in the Territory or, if Licensor’s termination is limited to certain country(ies), in the portions of the Territory affected by such termination, or (b) cooperation from Licensee in seeking to have Licensor or a Third Party designated by Licensor “step in” as applicant for any pending but not yet issued Regulatory Approvals in the Territory or, if Licensor’s termination is limited to certain country(ies), in the portions of the Territory affected by such termination, including, as applicable, notifying the competent Regulatory Authorities thereof and supplying Licensor with all documents already prepared by Licensee or its Affiliates and not previously provided to Licensor for the filing of applications for such Regulatory Approvals; and (2) the grant, subject to any prior grants of licenses to Sublicensees and to all terms of this Agreement. All costs associated , of a non-exclusive license, in the Field in the Territory or, if Licensor’s termination is limited to certain country(ies), in the portions of the Territory affected by such termination, with the foregoing right to sublicense, to the Licensee Technology necessary for the Commercialization of the Licensed Product in the Field in the Territory and for the commercialization anywhere in the world and in the Field of products other than the Licensed Product that are primarily based on solid nanoparticle technology. - 58 - of - 75 - (3) In consideration of the transfer and assignment under Section 15.1(iv)(1) and the grant of the license under Section 15.1 (iv)(2), Licensor shall pay to Licensee running royalties on all Licensor Net Sales within the terminated portions of the Territory in accordance with Section 7.7(ii) as if such terminated Territory were part of the Revertible Territory after termination by Licensor under Section 2.4, except that such royalties shall be borne reduced by Licensee[***]. (ev) In the event that the License granted to Licensee under this Agreement is terminated, any granted sublicenses will remain in full force and effect; provided that the Sublicensee is not then in breach of its sublicense agreement and the Sublicensee agrees to be bound to Licensor as a licensor under the terms and conditions of the sublicense agreement and that Licensor shall not be bound to perform any duties or obligations set forth in any sublicenses that extend beyond the duties and obligations of Licensor set forth in this Agreement. Licensor will enter into appropriate agreements or amendments to the sublicense agreement to substitute itself for Licensee as the licensor thereunder, subject to the provisions of this subsection (v). (vi) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to amounts payable by Licensor under Section 7 after the effective date of its termination shall survive in the Territory or, if Licensor’s termination is limited to certain country(ies), in the portions of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Territory affected by such termination will be reduced by [***] other than the amount set forth in Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”7.7(i).

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Except as hereinafter provided, failure of Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and a default by Licensee hereunder within seven (i7) under clause (x), such breach is not capable days from the date of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given a written notice of such breach default mailed or delivered to Licensee, and which notice states such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee default, shall willfully and intentionally and in bad faith purport give Licensor good cause to assign, delegate terminate this Addendum. Termination shall be accomplished by mailing or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver delivering to Licensee a written notice of termination, which notice shall specify state the basis therefor grounds therefore and shall be effective (i) immediately in reasonable detail and any case of voluntary abandonment of this Addendum by Licensee or conviction of Licensee of an effective date of termination not less than thirty offense directly related to the business conducted hereunder; or (30ii) sixty (60) days after the date of delivery such notice of termination in all other cases; provided, however, that notwithstanding any other provision of this Paragraph 10, this Addendum may be terminated immediately upon failure of Licensee to cure within twenty-four (24) hours of notice thereof any default under this Addendum which materially impairs the good will associated with any of the Trademarks. In addition to the foregoing, this Addendum may be terminated by Licensor upon any ground or by any shorter period of notice (but not less than seven days except as provided above) as may be expressly permitted from time to time by applicable law or regulation. The provisions of any applicable law or regulation prescribing permissible grounds, or minimum periods of notice, for termination of this franchise shall supersede any provision of this Addendum that is less favorable to Licensee than such law or regulation. This Addendum shall terminate automatically without notice or any act by any party upon any termination or expiration of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures Licensee's "Dairy Queen" franchise agreement referred to in Section 11(p)Paragraph 1.1. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. DFCI has the right to immediately terminate this Agreement and all licenses granted hereunder by providing Licensee with written notice of termination, upon the occurrence of any of the following events: (a) This Agreement may be terminated by Licensor if: (i) Licensee shall (x) willfullyceases to carry on its business with respect to Developed Products, intentionally Licensed Products or Licensed Processes or ceases to use Biological Materials in its research and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuingdevelopment efforts. (b) To effect the termination Licensee fails to pay on schedule any royalty or other payment that has become due and is payable under Articles 3 or 4 of this AgreementAgreement and has not cured the default by making the required payment, Licensor shall deliver to Licensee together with interest due, within [**] days of receiving a written notice of terminationdefault from DFCI requesting such payment, which notice provided however, in the event that there is a dispute between the Parties as to any amounts due, then DFCI shall specify not have the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery right to Licensee of the noticeterminate this Agreement with respect to such disputed amounts. If Licensee in good faith disputes that Licensor has a valid basis for terminationsuch amounts are subsequently determined to be due, the parties interest shall resolve such dispute in accordance with the resolution procedures referred be payable pursuant to in Section 11(p)4.5. (c) Nothing Licensee fails to comply with any obligation provided for in this Section shall relieve 5.1 or 2.5.4, unless Licensee has cured the default by meeting the obligation within [**] days of liability for breach receiving written notice of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breachdefault from DFCI. (d) Upon Licensee defaults in its obligations to procure and maintain insurance under Section 9.2, unless Licensee has cured the termination default by meeting the obligation within [**] days of this Agreement, all rights receiving written notice of default from DFCI. Such ability to cure shall not relieve Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a obligations under Article 9 during the period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licenseein which insurance was not in force. (e) All rights and remedies Licensee is convicted of the parties in respect of any breach of this Agreement occurring prior a felony relating to the effective date manufacture, use, sale or importation of its termination shall survive the termination Licensed Products. (f) Licensee materially breaches any other provision of this Agreement, unless Licensee has cured the breach within [**] days of receiving written notice from DFCI specifying the nature of the breach. In additionthe event that any dispute between the Parties as to Licensee’s compliance with any provision which gives rise to a right of termination by DFCI, then DFCI shall not have the following provisions of right to terminate this Agreement shall explicitly survive its termination: under this Section 9 (“WARRANTY DISCLAIMER”); 8.2 unless and Section 11 (“Miscellaneous”)until such dispute has been resolved pursuant to Article 12.

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) AFTER NOTICE AND OPPORTUNITY TO CURE Except as provided in Sections XI.B. and XI.C. of this License Agreement, Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than have thirty (30) days after its receipt from Licensor of a written notice of termination within which to remedy any default hereunder (or, if the date of delivery default cannot reasonably be cured within such thirty (30) days, to initiate within that time substantial and continuing action to cure the default), and to provide evidence thereof to Licensor. If any such default is not cured within that time (or, if appropriate, substantial and continuing action to cure the default is not initiated within that time), or such longer period as applicable law may require, this License Agreement shall terminate without further notice to Licensee effective immediately upon expiration of the noticethirty (30) day period or such longer period as applicable law may require (and Licensee shall remain fully responsible for any fees and other obligations accruing to Licensor until such termination occurs). Licensee shall be in default hereunder for any failure to comply with any of the requirements imposed by this License Agreement or to carry out the terms of this License Agreement in good faith. Such defaults shall include, without limitation, the occurrence of any of the following events: 1. If Licensee fails to offer the Primary Services and the Core Products of nationwide call delivery and nationwide roaming, or any of them, under the specified Marks on a continuous basis and in good faith disputes that Licensor has a valid basis for terminationmanner reasonably appropriate to promote and further the goodwill of the Marks, throughout the parties shall resolve such dispute Licensed Territory in accordance with this License Agreement; 2. If Licensee fails, refuses or neglects promptly to pay when due any monies, fees or charges due to Licensor or the resolution procedures referred to in Section 11(p). (c) Nothing in Fund, or under this Section shall relieve Licensee of liability for breach of this License Agreement, whether or not Licensor is entitled fails, refuses or neglects promptly to terminate submit information as required under this Agreement on account of such breach. (d) Upon the termination of this License Agreement, all or makes any false statements in connection therewith; 3. If Licensee fails to comply, in any material respect, with the Graphic Standards Manual or the Quality Standards; 4. If Licensee directly or indirectly misuses or makes any unauthorized use of the Marks or otherwise materially impairs the goodwill associated therewith or Licensor's rights therein; 5. If Licensee directly or indirectly engages in any business or markets any service or product under a name or ▇▇▇▇ which, in Licensor's opinion, is confusingly similar to, or may have a tendency to dilute, the Marks; 6. If Licensee shall breach or fail to timely perform any of its covenants or obligations under this License Agreement including, without limitation, the covenants of Licensee granted hereunder shall terminaterelating to the Consumer Service Number program and the Other 800 Programs; 7. Notwithstanding If Licensee fails, refuses or neglects promptly to pay when due any fees or charges or otherwise timely perform its obligations to the foregoingLong Distance Carrier with regard to the Consumer Service Number; 8. If Licensee, Licensee shall have by act or omission, permits a continued violation in connection with the right to continue to dispose operation of its then existing inventory business of any Permit, law, ordinance, rule or regulation of a governmental agency, in the absence of a good faith dispute over its application or legality and without promptly resorting to an appropriate administrative or judicial forum for relief therefrom; or 9. If any dealer, agent, retailer or Affiliate of Licensee Products for a period of up misuses the Marks or otherwise fails to six comply with this License Agreement, and Licensee, upon request by Licensor, does not promptly (6i) months from cause such dealer, agent, retailer or Affiliate to cease the date of termination of misuse and to otherwise fully comply with this License Agreement. All costs associated , or (ii) terminate its business relationship with the foregoing shall be borne by Licenseesuch dealer, agent, retailer or Affiliate. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. Licensor, at its option, may immediately terminate the Agreement, in its entirety or with respect to any part of Licensed Subject Matter, any part of Field or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur: (a) This Agreement may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and becomes in bad faith breach arrears in any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breachpayments due under the Agreement, and (i) under clause (x), such breach is not capable Licensee fails to make the required payment within [***] days after delivery of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of from Licensor; or (iiib) Licensee shall abandon the use is in material breach of any non-payment provision of the Licensed PatentAgreement, and does not cure such material breach within [***] days after delivery of written notice from Licensor, provided that, if such breach is not reasonably capable of cure within such [***] day period, Licensee may submit, within [***] days of such notice, a reasonable cure plan to remedy such breach as soon as possible, and, upon such submission, the [***] day cure period shall be automatically extended for so long as Licensee continues to use diligent efforts to cure such breach in accordance with the cure plan, but for no more than [***] additional days; or (ivc) a bankruptcy Licensee breaches any payment obligation under this Agreement [***] or more times in any 12-month period, and Licensor notifies Licensee of each such breach promptly after becoming aware of each such breach, even in the event that Licensee cures such breaches in the allowed period; or Licensee: LogicBio Therapeutics, Inc. Licensor: UT Southwestern Medical Center CONFIDENTIAL Exclusive License Page 17 of 33 (d) Licensee or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or any scope of one or more subsidiaries of the Patent Rights, or assist a third party in pursuing such a proceeding or action; provided, however, that the foregoing right of termination shall not apply if such proceeding or action to challenge the Patent Rights is (i) made in defense of a patent infringement or breach claim first brought by the Licensor against Licensee; (ii) in response to a subpoena or as otherwise compelled by applicable law; or (iii) brought by a Sublicensee of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect Licensee has terminated all contractual relationships with such Sublicensee, including but not limited to the termination of this applicable Sublicense Agreement, Licensor following notice thereof. Notwithstanding the foregoing, in the event that Licensee disputes any breach under Section 7.3(a) or Section 7.3(b) during the applicable cure period, then the cure period shall deliver to Licensee a written notice be tolled pending resolution of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach terms of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) AFTER NOTICE AND OPPORTUNITY TO CURE Except as provided in Sections XI.B. and XI.C. of this License Agreement, Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than have thirty (30) days after its receipt from Licensor of a written notice of termination within which to remedy any default hereunder (or, if the date of delivery default cannot reasonably be cured within such thirty (30) days, to initiate within that time substantial and continuing action to cure the default), and to provide evidence thereof to Licensor. If after such default is not cured within that time (or, if appropriate, substantial and continuing action to cure the default is not initiated within that time), or such longer period as applicable law may require, this License Agreement shall terminate without further notice to Licensee effective immediately upon expiration of the noticethirty (30) day period or such longer period as applicable law may require (and Licensee shall remain fully responsible for any fees and other obligations accruing to Licensor until such termination occurs). Licensee shall be in default hereunder for any failure to comply with any of the requirements imposed by this License Agreement or to carry out the terms of this License Agreement in good faith. Such defaults shall include, without limitation, the occurrence of any of the following events: 1. If Licensee fails to offer the Primary Services and the Core Products of nationwide call delivery and nationwide roaming, or any of them, under the specified Marks on a continuous basis and in good faith disputes that Licensor has a valid basis for terminationmanner reasonably appropriate to promote and further the goodwill of the Marks, throughout the parties shall resolve such dispute Licensed Territory in accordance with this License Agreement; 2. If Licensee fails, refuses or neglects promptly to pay when due any monies, fees or charges due to Licensor or the resolution procedures referred to in Section 11(p). (c) Nothing in Fund, or under this Section shall relieve Licensee of liability for breach of this License Agreement, whether or not Licensor is entitled fails, refuses or neglects promptly to terminate submit information as required under this Agreement on account of such breach. (d) Upon the termination of this License Agreement, all rights of or makes any false statements in connection therewith; 3. If Licensee granted hereunder shall terminate. Notwithstanding the foregoingfails to comply, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated in any material respect, with the foregoing shall be borne by Licensee.Graphic Standards Manual or the Quality Standards; (e) All rights and remedies 4. If Licensee directly or indirectly misuses or makes any unauthorized use of the parties in respect of any breach of this Agreement occurring prior to Marks or otherwise materially impairs the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).goodwill associated therewith or Licensor's rights therein;

Termination by Licensor. (a) This 13.1 The LICENSOR may, at its option, terminate this Agreement may be terminated in whole or in part by Licensor giving notice in writing to such effect if: (i1) Licensee the LICENSEE shall at any time default in the payment of any royalty, (x2) willfullythe LICENSEE shall at any time default in the making of any report required by this Agreement, (3) the LICENSEE is not executing the plan for development or marketing of the invention submitted with the LICENSEE's application for license and the LICENSEE cannot otherwise demonstrate to the satisfaction of the LICENSOR that the LICENSEE has taken or can be expected to take within a reasonable time effective steps to achieve practical application (as defined in Article IV), (4) the LICENSEE fails to maintain practical application of the LICENSED PATENTS, (5) the LICENSEE has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement, (6) the LICENSEE shall commit any breach of any covenant contained in this Agreement, intentionally and in bad faith breach any material provision of or 21 13.2 the LICENSOR may also terminate this Agreement in whole or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without part if the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination LICENSEE becomes insolvent. For purposes of this Agreement, Licensor shall deliver to Licensee insolvent or insolvency describes a written notice situation where the LICENSEE (1) has stopped paying its debts (including royalty payments under this Agreement) in the ordinary course of terminationbusiness, which notice shall specify (2) cannot pay its debts as they become due, or (3) is insolvent within the basis therefor in reasonable detail and an effective date meaning of termination not less than the the Federal Bankruptcy Code, 11 U.S.C. § 101(32). The LICENSEE must notify the LICENSOR within thirty (30) days after of becoming insolvent. Failure by the date of delivery LICENSEE to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose give notice of its then existing inventory of Licensee Products for a period of up insolvency to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing LICENSOR shall be borne by Licensee. (e) All rights deemed a material, incurable breach and remedies of the parties shall result in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the automatic termination of this Agreement. In addition, the following provisions LICENSEE must notify the LICENSOR of its intent to file a voluntary petition in bankruptcy or of another's involuntary petition in bankruptcy. This petition notice must be received by the LICENSEE thirty (30) days before filing the petition. Failure by the LICENSEE to give notice of the petition shall be deemed to be a material, prepetition, incurable breach and shall also result in automatic termination of this Agreement. 13.3 Except where this Agreement shall explicitly survive its is automatically terminated in accordance with Paragraph 13.2 above, before terminating this Agreement in whole or in part, the LICENSOR agrees to advise the LICENSEE in writing of the proposed 22 termination and the reasons for the proposed termination: Section 9 . The LICENSEE will then be given thirty (“WARRANTY DISCLAIMER”); and Section 11 30) days after the receipt of such notice to either (“Miscellaneous”)1) remedy the breach or default or (2) give just cause as to why the license should not be terminated. If the breach or default is not remedied or just cause is not given by the end of the thirty (30) day period, this Agreement will be terminated immediately by the LICENSOR.

Termination by Licensor. 11.2.1 Upon written notice to the Licensee, Licensor may immediately terminate this Agreement: (a) This if the Licensee materially breaches its obligations under this Agreement may be terminated by (except for its obligations under Section 5.1, Section 6.1 or Section 6.2) and fails to cure such breach within a period of [**] from the date the Licensor if:provides written notice to the Licensee of such material breach; (ib) an Insolvency Event of the Licensee; (c) except to the extent that this Section 11.2.1(c) is unenforceable under the Law of the applicable jurisdiction where the applicable Patent is pending or issued, if Viatris, Licensee shall (x) willfullyor either of their respective Affiliates directly asserts in its own respective name, intentionally and in bad faith breach or directs a Third Party to assert, an action challenging the validity, scope, or enforceability of any material provision Patent within the scope of the Licensed Patents that are then exclusively licensed to Licensee under this Agreement (each, a “Patent Challenge”) and the Licensee or (y) willfullyits Affiliates fails to withdraw, intentionally and in bad faith fail or cause to cure any other breach, and (i) under clause (x)be withdrawn, such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Patent Challenge within [**] following the date the Licensor has given issues written notice to the Licensee of such breach Patent Challenge. Further, this Section 11.2.1(c) shall not apply to Licenseeany Affiliates of Licensee that first become Affiliates of Licensee after the Effective Date in connection with a merger or acquisition event, and where such breach has not been cured Affiliates of Licensee were already engaged in a Patent Challenge prior to such merger or acquisition event, so long as Licensee causes such Patent Challenge to terminate within sixty (60) days after such merger or acquisition event. 11.2.2 Upon written notice to the Licensee, Licensor may immediately terminate the License granted over a particular Product in the Territory if the Licensee materially breaches its obligations under Section 6.1.1 in respect of such notice; or (iiProduct(s) Licensee shall willfully in the US and intentionally and in bad faith purport fails to assign, delegate or otherwise transfer any cure such breach within a period of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after [**] from the date of delivery to the Licensor notifies the Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such material breach. (d11.2.3 Upon written notice to the Licensee, Licensor may immediately terminate the License granted over a particular Product in a particular country in the Territory if the Licensee materially breaches its obligations under Section 5.1, Section 6.1.2 or Section 6.1.3 or Section 6.2 in respect of such Product(s) Upon in such country in the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right Territory and fails to continue to dispose of its then existing inventory of Licensee Products for cure such breach within a period of up to six (6) months [**] from the date the Licensor notifies the Licensee of termination of this Agreement. All costs associated with the foregoing shall be borne by Licenseesuch material breach. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Licensor may not terminate this Agreement prior to the expiration of its term except for "good cause", which shall mean the occurrence of any Event of Default described below. Upon the occurrence of any Event of Default, Licensor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Licensee's rights hereunder effective immediately upon the date Licensor gives written notice of termination, upon such other date as may be terminated by Licensor ifset forth in such notice of termination, upon the occurrence of, or the lapse of the specified period following any one of the following Events of Default: (i1) If Licensee applies for or consents to the appointment of a receiver, judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors, files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensee in any bankruptcy, reorganization or insolvency proceeding, or if any order, judgment or decree shall (x) willfullybe entered by any court of competent jurisdiction on the application of a creditor, intentionally and in bad faith breach any material provision adjudicating Licensee a bankrupt or insolvent or approving a petition seeking reorganization of this Agreement Licensee or (y) willfullyappointing a receiver, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable trustee or liquidator of cure; Licensee or (ii) under either clause (x) of all or (y), such breach is capable a substantial part of cure, Licensor has given written notice the assets of such breach to Licensee, and any such breach has not been cured order, judgment, or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (2) If Licensee fails to pay the Territory Fee when due as provided in Section 4(A) hereof; (3) If Licensee fails to make any payment (other than the Territory Fee) due hereunder within sixty (60) days after such payment is past due, provided that if this subclause (A)(3) is triggered 3 or more times during the term of this Agreement, such sixty (60) day period shall be reduced to thirty (30) days; (4) If Licensee fails to perform or commits a breach of any non-monetary covenant, obligation, term, condition, warranty or certification herein and fails to cure such noncompliance or deficiency within sixty (60) days after Licensor's written notice thereof, or in the event cure within such sixty (60) day period is not possible, no termination shall 37 be permitted by Licensor if Licensee commences cure within such sixty (60) day period and diligently pursues the same; (5) If Licensee fails (a) to maintain all gaming licenses and permits necessary for the operation of the Hotel/Casino (other than those required of Licensor), or (b) fails to maintain any other Permits or to comply with any Laws applicable to the operation of the Hotel/Casino and/or the Licensed Location which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement; (6) If Licensee is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offense (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect, the Licensed Rights, or the goodwill associated therewith; or if any employee or officer of Licensee who is not thereafter discharged by Licensee, or any other Person owning an interest in Licensee, in each case, who is required to be licensed under applicable Mississippi gaming Law(s), is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offence (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect the Licensed Rights, or the goodwill associated therewith; (7) If Licensee defaults on its obligations under the Management Agreement, the Lease Agreement or the Memorabilia Lease, and such default is not cured in accordance with the terms of such noticeother agreement; (8) If Licensee's right of possession of the Licensed Location shall be terminated at any time for any cause whatsoever, or if a Lease is terminated or expires or if the right of possession of the Licensed Location is terminated due to the Law or other action of a Governmental Authority, other than for a temporary loss of Licensee's possession as a result of Force Majeure; (9) If Licensee fails to: (a) obtain approval of the site for the Licensed Location within the time period specified in Section 5(B), (b) obtain financing for the Project within the time period specified in Section 5(C), or (c) commence operation of the Hotel/Casino as required by Section 5(M) of this Agreement; (10) If there is any violation of any transfer provision contained in Section 16 of this Agreement; or (11) If Licensee, in any material respect, violates: (i) the noncompetition covenants contained in Section 17(A) of this Agreement; or (ii) Licensee shall willfully and intentionally and the confidential information covenants contained in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination Section 20 of this Agreement, Licensor shall deliver and, in each case, if such violation is capable of being cured, fails to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty cure such violation within sixty (3060) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p)Licensor's written notice thereof. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Licensee shall (x) willfullySection 13.1 Subject to the provisions of Section 13.2, intentionally and in bad faith breach if LICENSEE fails to deliver to LICENSOR any material provision statement or report required hereunder when due, violates or fails to perform any covenant, condition, or undertaking of this Agreement AGREEMENT to be performed by it hereunder, files a bankruptcy action, has a bankruptcy action filed against it, becomes insolvent, enters into a dissolution agreement with creditors, or (y) willfullyhas a receiver appointed for it, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given LICENSOR may give written notice to LICENSEE of such breach its intent to Licenseeterminate, and such breach has not been cured If LICENSEE cures within sixty ninety (6090) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its the rights, benefitsprivileges, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensorand license granted hereunder shall remain in full force; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for terminationotherwise, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreementrights, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreementprivileges, all rights of Licensee and license granted hereunder shall terminate. . Section 13.2 Notwithstanding any provision of Section 13.1, if LICENSEE fails to perform any due diligence obligation under Article 7 by the foregoingdate on which such performance is due, Licensee shall have the right LICENSOR may give written notice to continue to dispose LICENSEE of its then existing inventory intent to convert LICENSEE’S license to a non-exclusive license, if LICENSEE cures within 365 days of Licensee Products for a period such notice, the license granted hereunder shall remain exclusive; otherwise, the license shall become non-exclusive. Section 13.3 If LICENSEE should cease to carry on its business with respect to the rights granted in this AGREEMENT, this AGREEMENT shall terminate upon ninety (90) days written notice by LICENSOR to LICENSEE, except that if LICENSEE resumes carrying on such business within such ninety (90) days, this AGREEMENT shall not terminate. Any termination pursuant to Article 13 shall not impair any accrued right of up to six (6) months from the date LICENSOR, and LICENSEE shall pay all attorney’s fees and costs incurred by LICENSOR in enforcing any obligation of LICENSEE or accrued right of LICENSOR. Articles 8 and 20 shall survive any termination of this Agreement. All costs associated with the foregoing shall be borne by LicenseeAGREEMENT. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. Licensor shall have the right to terminate this Agreement: (i) if Licensee (a) This Agreement may be terminated by Licensor if: applies for, or consents to, the appointment of a receiver, a trustee, a custodian or liquidator of it or any of its property, (ib) Licensee shall admits in writing its inability to pay its debts as they become due, (xc) willfullymakes a general assignment for the benefit of creditors, intentionally and in bad faith breach any material provision (d) files a petition or an answer seeking reorganization or an arrangement with creditors, or to take advantage of this Agreement any, bankruptcy reorganization, insolvency, readjustment of debt, dissolution or liquidation laws or statutes, or (ye) willfullyfiles an answer admitting the material allegations of a petition filed against it in any proceeding or under any such law, intentionally and in bad faith fail to cure or if action shall be taken for the purpose of effecting any other breach, and (i) under clause (x), such breach is not capable of curethe foregoing; or (ii) under either clause (x) if a third party files against the Licensee an involuntary petition seeking reorganization of the Licensee or (y)the appointment of a receiver, such breach is capable trustee, custodian or liquidator of cure, Licensor has given written notice of such breach to the Licensee, and such breach has or an involuntary petition under any state law for reorganization or insolvency law of any jurisdiction, whether now or hereafter in effect which is not been cured dismissed within sixty (60) days of such noticethe date of filing; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) if Licensee shall abandon the use (a) fails to materially perform any of the Licensed Patent; or (iv) a bankruptcy of Licenseecovenants, terms or any one or more subsidiaries obligations of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of in this Agreement; provided, Licensor however, that there shall deliver to Licensee be a written notice cure period of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after Licensee receives written notice from Licensor specifying the failure; (b) fails to make any payment due as provided in this Agreement on or before the due date upon which such payment is due, provided, however, that there shall be a cure period of delivery twenty (20) days after Licensee receives written notice from Licensor specifying the payment default; and provided, further, that Licensee shall have only one (1) cure period per Contract Year for payment defaults; or (c) commits any Unauthorized Use; or (iv) if there shall be an “Event of Default” (as that term is defined in) under Licensee’s promissory note in the aggregate principal amount of $5,675,877, dated August 31, 2009 and issued and delivered by Licensee to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute on or about even date herewith in accordance with the resolution procedures referred to in Section 11(p)Purchase Agreement. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) AFTER NOTICE AND OPPORTUNITY TO CURE Except as provided in Sections XI.B. and XI.C. of this License Agreement, Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than have thirty (30) days after its receipt from Licensor of a written notice of termination within which to remedy any default hereunder (or, if the date of delivery default cannot reasonably be cured within such thirty (30) days, to initiate within that time substantial and continuing action to cure the default), and to provide evidence thereof to Licensor. If after such default is not cured within that time (or, if appropriate, substantial and continuing action to cure the default is not initiated within that time), or such longer period as applicable law may require, this License Agreement shall terminate without further notice to Licensee effective immediately upon expiration of the noticethirty (30) day period or such longer period as applicable law may require (and Licensee shall remain fully responsible for any fees and other obligations accruing to Licensor until such termination occurs). Licensee shall be in default hereunder for any failure to comply with any of the requirements imposed by this License Agreement or to carry out the terms of this License Agreement in good faith. Such defaults shall include, without limitation, the occurrence of any of the following events: 1. If Licensee fails to offer the Primary Services and the Core Products of nationwide call delivery and nationwide roaming, or any of them, under the specified Marks on a continuous basis and in good faith disputes that Licensor has a valid basis for terminationmanner reasonably appropriate to promote and further the goodwill of the Marks, throughout the parties shall resolve such dispute Licensed Territory in accordance with this License Agreement; 2. If Licensee fails, refuses or neglects promptly to pay when due any monies, fees or charges due to Licensor or the resolution procedures referred to in Section 11(p). (c) Nothing in Fund, or under this Section shall relieve Licensee of liability for breach of this License Agreement, whether or not Licensor is entitled fails, refuses or neglects promptly to terminate submit information as required under this Agreement on account of such breach. (d) Upon the termination of this License Agreement, all or makes any false statements in connection therewith; 3. If Licensee fails to comply, in any material respect, with the Graphic Standards Manual or the Quality Standards; 4. If Licensee directly or indirectly misuses or makes any unauthorized use of the Marks or otherwise materially impairs the goodwill associated therewith or Licensor's rights therein; 5. If Licensee directly or indirectly engages in any business or markets any service or product under a name or ▇▇▇▇ which, in Licensor's opinion, is confusingly similar to, or may have a tendency to dilute, the Marks; 6. If Licensee shall breach or fail to timely perform any of its covenants or obligations under this License Agreement including, without limitation, the covenants of Licensee granted hereunder shall terminaterelating to the Consumer Service Number program and the Other 800 Programs; 7. Notwithstanding If Licensee fails, refuses or neglects promptly to pay when due any fees or charges or otherwise timely perform its obligations to the foregoingLong Distance Carrier with regard to the Consumer Service Number; 8. If Licensee, Licensee shall have by act or omission, permits a continued violation in connection with the right to continue to dispose operation of its then existing inventory business of any Permit, law, ordinance, rule or regulation of a governmental agency, in the absence of a good faith dispute over its application or legality and without promptly resorting to an appropriate administrative or judicial forum for relief therefrom; or 9. If any dealer, agent, retailer or Affiliate of Licensee Products for a period of up misuses the Marks or otherwise fails to six comply with this License Agreement, and Licensee, upon request by Licensor, does not promptly (6i) months from cause such dealer, agent, retailer or Affiliate to cease the date of termination of misuse and to otherwise fully comply with this License Agreement. All costs associated , or (ii) terminate its business relationship with the foregoing shall be borne by Licenseesuch dealer, agent, retailer or Affiliate. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. The rights (including the Enhancement License) granted by a Licensor under an Enhancement License Agreement and this Master Agreement may, at such Licensor's option, upon written notice to ACTV, be terminated by such Licensor at any time after any of the following occurrences: (a) This An assignment by ACTV for the benefit of creditors, a filing by ACTV of a voluntary petition in bankruptcy, a filing of a petition against or an adjudication of ACTV under any bankruptcy or insolvency law not discharged within 45 days, or an appointment of a receiver for all or any portion of ACTV's property not discharged within 30 days; (b) Any breach by ACTV of any payment or other monetary covenant or obligation hereunder, which breach is not cured within 15 days after ACTV's receipt of written notice thereof from the Licensor; (c) Any intentional breach by ACTV of any covenant or obligation hereunder to refrain from exhibiting or distributing any specified programming or advertising in any particular locale; or (d) Any breach by ACTV of any material representation, warranty, covenant or obligation hereunder or under the Enhancement License Agreement with such Licensor (other than any covenant or obligation referred to in Sections 9(b) or 9(c) which is not cured within 30 days after written notice thereof to ACTV; provided that if ACTV is unable to cure such breach because of the nature of such breach, the Licensor may be terminated by Licensor if: not terminate such Enhancement License Agreement if (i) Licensee shall (x) willfullywithin 30 days after such notice to ACTV, intentionally and in bad faith breach any material provision ACTV has taken reasonable steps to prevent a recurrence of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is and such breach does not capable of cure; give rise to continuing damages to such Licensor, or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer caused by any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reason beyond ACTV's reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the noticecontrol. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section 9 shall relieve Licensee be deemed to limit any cause of liability for breach of this Agreementaction or recourse (except as herein otherwise expressly provided with respect to the termination hereof) which Liberty or any Licensor may have against ACTV, whether in common law, in equity, by statute or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreementotherwise, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne any breach by Licensee. (e) All rights and remedies of the parties in respect ACTV of any breach warranty, covenant or obligation of this ACTV hereunder or under any Enhancement License Agreement occurring prior to the effective date of its termination shall survive the termination of this or any misrepresentation by ACTV hereunder or under any Enhancement License Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This LICENSOR may terminate this Agreement may be terminated by Licensor if: (i) Licensee at any time effective as of December 31, 2015 or as of any anniversary thereof upon at least 30 days' notice to LICENSEE for any reason, provided, however, that LICENSOR shall (x) willfullygive LICENSEE at least one years' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , intentionally and in bad faith breach any material provision provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Agreement or (y) willfully, intentionally Section 10.3 and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice the effective termination date of such breach notice would be prior to Licenseethe expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in effect at the time LICENSOR's termination notice is given, and such breach has not been cured then the LICENSEE may, by providing LICENSOR within sixty (60) 10 business days with a copy of the relevant portion of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assigncontract, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without extend the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of LICENSOR's termination not less than thirty (30) days after to the date on which the later of delivery any aforesaid contractual obligations of LICENSEE to Licensee any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to time period specified in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate10.1 above. Notwithstanding the foregoing, Licensee LICENSOR may terminate this Agreement at any time upon at least 30 days' notice to LICENSEE if LICENSEE shall have the right failed to continue to dispose make any payment when due or at any time breach any material term of its then existing inventory of Licensee Products for a this Agreement and such payment is not made or such breach is not cured within any applicable cure period of up to six (6) months from the date of termination specified in Article 11 of this Agreement. All costs associated with the foregoing , or LICENSEE repeatedly provides inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Licensed Products, and "cessation" shall be borne not include any temporary cessation of operations or work by LicenseeLICENSEE as may occur from time to time. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. The Licensor may at any time, immediately terminate this Agreement upon the happening of any of the following events: (a) This Agreement may If an order is made or a resolution passed for the winding up or the dissolution without winding up of the Licensee, provided always that default shall not be terminated by Licensor if:deemed to have occurred where the winding up is for the purpose of reconstruction or amalgamation and the scheme for reconstruction or amalgamation has the Licensor’s prior written consent (which consent shall not be unreasonably withheld); (ib) If without the Licensor’s prior written consent the Licensee enters into an arrangement reconstruction or composition with its creditors or any of them; (c) if a receiver is appointed to the Licensee; (d) if pursuant to the provisions of the Corporations Law the Licensee is placed under voluntary administration, official management or an inspector is appointed to investigate the affairs of the Licensee; (e) if without the Licensor’s prior written consent (which consent shall not be unreasonably withheld) the Licensee assigns, transfers or parts with possession of any material undertaking or assets to a person who is not an Affiliate of the Licensee, otherwise than in the ordinary course of business of the Licensee; (xf) willfullyif default is made by the Licensee in payment of a Royalty, intentionally and such default is not remedied within thirty (30) days after notice specifying such default and requiring the Licensee to remedy the same has been given by the Licensor to the Licensee; or (g) if default is made by the Licensee in bad faith breach performance or observance of any material provision of this Agreement or other than a default referred to in paragraph (yf) willfully, intentionally of this Clause 14.1 and in bad faith fail to cure any other breach, and (i) under clause (x), where such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach default is capable of cure, Licensor has given written notice of remedy such breach to Licensee, and such breach has default is not been cured remedied within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after notice specifying such default and requiring the date of delivery Licensee to Licensee of remedy the notice. If Licensee in good faith disputes that same has been given by the Licensor has a valid basis for termination, or the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This LICENSOR may terminate this Agreement may be terminated by Licensor if: (i) Licensee at any time effective as of December 31, 2012 or as of any anniversary thereof upon at least 30 days' notice to LICENSEE for any reason, provided, however, that LICENSOR shall (x) willfullygive LICENSEE at least one years' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder, intentionally and in bad faith breach any material provision provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Agreement or (y) willfully, intentionally Section 10.3 and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice the effective termination date of such breach notice would be prior to Licenseethe expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer of LICENSEE which contract is in effect at the time LICENSOR's termination notice is given, and such breach has not been cured then the LICENSEE may, by providing LICENSOR within sixty (60) 10 business days with a copy of the relevant portion of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assigncontract, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without extend the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of LICENSOR's termination not less than thirty (30) days after the date of delivery to Licensee December 31st of the notice. If Licensee calendar year in good faith disputes that Licensor has a valid basis for terminationwhich the aforesaid contractual obligation of LICENSEE to its customer expires, but in no event shall the parties shall resolve such dispute in accordance with foregoing extension imply any extension of time beyond the resolution procedures referred to time period specified in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate10.1 above. Notwithstanding the foregoing, Licensee LICENSOR may terminate this Agreement at any time upon at least 30 days' notice to LICENSEE if LICENSEE shall have the right failed to continue to dispose make any payment when due or at any time breach any material term of its then existing inventory of Licensee Products for a this Agreement and such payment is not made or such breach is not cured within any applicable cure period of up to six (6) months from the date of termination specified in Article 11 of this Agreement. All costs associated with the foregoing shall be borne , or repeatedly provide inaccurate reports hereunder, or if there has been a cessation by LicenseeLICENSEE of general operations or of work related to Licensed Products. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. At any time during the Initial Term or any Extended Term, Licensor shall have the right, at its option, upon thirty (a30) This Agreement may be terminated by Licensor days prior written notice to Licensee, to either (i) terminate the License in its entirety, or (ii) terminate the License granted to Licensee with respect to any part of the Licensed Territory, if: (ia) Licensee fails to achieve any one or more of the Milestones set forth in Section 3.1; (b) Licensee fails to make any payment of undisputed amounts due and payable pursuant to this Agreement, provided that Licensor shall first be required to provide written notice to Licensee of such failure to pay an undisputed amount and Licensee shall have failed to make payment within one hundred and twenty (x120) willfully, intentionally and in bad faith days of receipt of such written notice; or (c) Licensee commits a breach of any material other provision of this Agreement which is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from Licensor, or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), upon mutual agreement of the parties that such breach is not capable of curebeing cured; (d) Licensee challenges, directly or indirectly, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of Licensor’s rights to any of the Technology or the Trademarks before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction (“Conflicting Claim”); provided, however, that in the event that Licensee has control, directly or (ii) under either clause (x) indirectly, to a Conflicting Claim originally brought or (y), such breach is capable raised by a third party as a result of cure, Licensor has given written notice Licensee’s merger with or acquisition of such breach to Licenseethird party, and the foregoing termination right shall be modified as follows: (A) as soon as reasonably practicable after the closing of such breach has not been cured within sixty merger or acquisition but no later than fourteen (6014) days following Licensee’s actual knowledge of such noticethe Conflicting Claim, Licensee shall notify Licensor of the existence of the Conflicting Claim; or (iiB) Licensee shall willfully and intentionally and in bad faith purport decide, within forty five (45) days following the provision of such notice to assignLicensor, delegate whether to withdraw or otherwise transfer any of its rightsterminate the Conflicting Claim; and (C) in the event Licensee decides not to withdraw or terminate the Conflicting Claim, benefits, powers, duties responsibilities or obligations under Licensor may terminate this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than on thirty (30) days after the date of delivery to Licensee of the prior written notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee.; (e) All rights and remedies of the parties a Change in Control occurs with respect of any breach of this Agreement occurring to Licensee, unless, prior to the effective date occurrence of the event resulting in a Change in Control, Licensor has provided Licensee with written consent to such event, which consent (i) may be given or withheld by Licensor at its termination shall survive the termination of this Agreement. In additionsole discretion, the following provisions of this Agreement shall explicitly survive its termination: Section 9 and (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)ii) must be obtained from Licensor with respect to each event resulting in a Change in Control.

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) After Notice and Opportunity to Cure Except as provided in Sections XI.B. and XI.C. of this License Agreement, Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than have thirty (30) days after its receipt from Licensor of a written notice of termination within which to remedy any default hereunder (or, if the date of delivery default cannot reasonably be cured within such thirty (30) days, to initiate within that time substantial and continuing action to cure the default), and to provide evidence thereof to Licensor. If any such default is not cured within that time (or, if appropriate, substantial and continuing action to cure the default is not initiated within that time), or such longer period as applicable law may require, this License Agreement shall terminate without further notice to Licensee effective immediately upon expiration of the noticethirty (30) day period or such longer period as applicable law may require. Licensee shall be in default hereunder for any failure to comply substantially with any of the requirements imposed by this License Agreement or to carry out the terms of this License Agreement in good faith. Such defaults shall include, without limitation, the occurrence of any of the following events: 1. If Licensee fails, refuses or neglects promptly to pay when due any monies owing to Licensor or to the Cellular One Promotional Fund; or fails, refuses or neglects promptly to submit information as required under this License Agreement, or makes any false statements in connection therewith; 2. If Licensee fails to comply, in any material respect, with the Service Standards; 3. If Licensee misuses or makes any unauthorized use of the Marks or otherwise materially impairs the goodwill associated therewith or Licensor's rights therein; 4. If Licensee engages in any business or markets any service or product under a name or mark ▇▇▇ch, in Licensor's opinion, is confusingly similar to the Marks; or 5. If Licensee, by act or omission, permits a continued violation in connection with the operation of its Cellular Telephone Service business of any law, ordinance, rule or regulation of a governmental agency, in the absence of a good faith disputes that Licensor has a valid basis dispute over its application or legality and without promptly resorting to an appropriate administrative or judicial forum for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p)relief therefrom. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This 13.1 The LICENSOR may, at its option, terminate this Agreement may be terminated in whole or in part by Licensor giving notice in writing to such effect if: (i1) Licensee the LICENSEE shall at any time default in the payment of any royalty, (x2) willfullythe LICENSEE shall at any time default in the making of any report required by this Agreement, (3) the LICENSEE is not executing the plan for development or marketing of the invention submitted with the LICENSEE's application for license and the LICENSEE cannot otherwise demonstrate to the satisfaction of the LICENSOR that the LICENSEE has taken or can be expected to take within a reasonable time effective steps to achieve practical application (as defined in Article IV), (4) the LICENSEE fails to maintain practical application of the LICENSED PATENTS, (5) the LICENSEE has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement, intentionally and 18 (6) the LICENSEE shall commit any breach of any covenant contained in bad faith breach any material provision of this Agreement, or 13.2 The LICENSOR may also terminate this Agreement in whole or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without part if the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination LICENSEE becomes insolvent. For purposes of this Agreement, Licensor shall deliver to Licensee insolvent or insolvency describes a written notice situation where the LICENSEE (1) has stopped paying its debts (including royalty payments under this Agreement) in the ordinary course of terminationbusiness, which notice shall specify (2) cannot pay its debts as they become due, or (3) is insolvent within the basis therefor in reasonable detail and an effective date meaning of termination not less than the the Federal Bankruptcy Code, 11 U.S.C. § 101(32). The LICENSEE must notify the LICENSOR within thirty (30) days after of becoming insolvent. Failure by the date of delivery LICENSEE to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose give notice of its then existing inventory of Licensee Products for a period of up insolvency to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing LICENSOR shall be borne by Licensee. (e) All rights deemed a material, incurable breach and remedies of the parties shall result in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the automatic termination of this Agreement. In addition, the following provisions LICENSEE must notify the LICENSOR of its intent to file a voluntary petition in bankruptcy or of another's involuntary petition in bankruptcy. This petition notice must be received by the LICENSEE thirty (30) days before filing the petition. Failure by the LICENSEE to give notice of the petition shall be deemed to be a material, prepetition, incurable breach and shall also result in automatic termination of this Agreement. 13.3 Except where this Agreement shall explicitly survive its is automatically terminated in accordance with Paragraph 13.2 above, before terminating this Agreement in whole or in part, the LICENSOR agrees to advise the LICENSEE in writing of the proposed termination and the reasons for the proposed termination: Section 9 . The LICENSEE will then be given thirty (“WARRANTY DISCLAIMER”); and Section 11 30) days after the receipt of such notice to either (“Miscellaneous”)1) remedy the breach or default or (2) give just cause as to why the license should not be terminated. If the breach or default is not remedied or just cause is not given by 19 the end of the thirty (30) day period, this Agreement will be terminated immediately by the LICENSOR.

Termination by Licensor. Licensor may not terminate this Agreement except as expressly permitted in this Section 7.2. 7.2.1 If Licensee is ninety (a90) This days or more late in paying any installment of the Fee under Section 5.1, then Licensor may (but shall not have the duty to) notify Licensee thereof, and if Licensee does not make such payment within thirty (30) days of receipt of such notice, then Licensor may terminate this Agreement may be terminated by Licensor if: (i) upon notice to Licensee. If Licensee shall (x) willfully, intentionally and in bad faith breach any material materially breaches a provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breachthan payment of the Fee, and if such breach is only applicable to the Assigned Patent Rights, then Licensor may (but shall not have the duty to) notify Licensee thereof, and if Licensee does not cure such breach within ninety (90) days of receipt of such notice, then Licensor may terminate this Agreement upon notice to Licensee. If Licensor terminates this Agreement pursuant to this Section, then (i) under clause (x)Licensee’s obligation to make further payments hereunder shall cease, such breach is not capable of cure; or (ii) under either clause (x) all licenses and any and all covenants not to ▇▇▇ granted Licensee hereunder or (y), such breach is capable of cure, Licensor has given written notice of such breach by any amendment to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or shall immediately and automatically terminate, (iii) Licensee shall abandon assign the use of the Licensed Patent; or Assigned Patent Rights back to Licensor, and (iv) a bankruptcy all licenses and any covenants not to ▇▇▇ granted Licensor hereunder or by any amendment to this Agreement shall immediately and automatically terminate upon Licensor’s recording of Licensee, or any one or more subsidiaries the assignments of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuingthe Assigned Patent Rights. (b) To effect the termination 7.2.2 If Licensee materially breaches any provision of this AgreementAgreement other than as described in Section 7.2.1, and if such breach is only applicable to the Exhibit B Patent Rights and/or the Exhibit C Patent Rights, respectively, then Licensor shall deliver give notice to Licensee a written notice of termination, which notice shall specify specifying the basis therefor in reasonable detail and an effective date of termination not less than thirty breach. Unless such breach is cured within ninety (3090) days after the date following Licensee’s receipt of delivery such notice, then Licensor may give further notice to Licensee terminating only the corresponding license grant (i.e., Section 3.2 and/or Section 3.3, as applicable). Such termination shall not terminate this Agreement. 7.2.3 If Licensee materially breaches any provision of this Agreement other than as described in Section 7.2.1 or Section 7.2.2 or by abandoning a patent application in breach of Section 4.3.3, then Licensor shall give notice to Licensee specifying the noticebreach. If Licensee in good faith disputes that Licensor has a valid basis for terminationnot cured within ninety (90) days, the parties Parties shall resolve such proceed with dispute in accordance with the resolution procedures referred pursuant to in Section 11(p)Article 8. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. In addition to the foregoing, Licensor may terminate this Agreement in the following circumstances: 11.3.1 Immediately upon notice if Licensee or Licensee's sub-contractors commit a material breach of any of their obligations concerning the scope of use or the protection of the Licensor Technology, or Confidential Information; or 11.3.2 Immediately upon notice if Licensee's Authorized Distributor commits a material breach of any of its obligations concerning the scope of use or protection of the Licensor's Technology or Applications, or Confidential Information and Licensee fails to take appropriate action, including termination of its agreement with the breaching Authorized Distributor; or 11.3.3 Immediately upon notice if Licensee (a) This Agreement may seeks the liquidation, reorganization, dissolution or winding-up of itself, (b) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its assets, (c) makes a general assignment for the benefit of its creditors, (d) commences a voluntary case under the applicable bankruptcy laws, or (e) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or readjustment of debts, or is reasonably likely to engage in any of the above (and Licensee agrees to terminate any of its Authorized Distributors who takes any of the above actions); or 11.3.4 Immediately upon notice if a proceeding or case shall be terminated by Licensor if: (i) commenced or is reasonably likely to commence against Licensee without the application or consent of Licensee and such proceeding or case shall (x) willfullycontinue undismissed, intentionally or an order, judgment or decree approving or ordering any of the following shall be entered and continue unstayed and in bad faith breach any material provision effect, for a period of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days from and after the date service of such notice; or process is effected upon the party, seeking (iia) Licensee shall willfully and intentionally and in bad faith purport to assignLicensee's liquidation, delegate reorganization, dissolution or otherwise transfer any winding-up, or the composition or readjustment of its rightsdebts, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination appointment of this Agreementa trustee, Licensor shall deliver to receiver, custodian, liquidator or the like of Licensee a written notice or of terminationall or any substantial part of its assets, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). or (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties similar relief in respect of Licensee under any breach law relating to bankruptcy, insolvency, reorganization, winding-up or the composition or readjustment of this Agreement occurring prior debts (and Licensee agrees to terminate any Authorized Distributor who is subject to any of the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”above actions or events).

Termination by Licensor. (ai) This Agreement Upon a material breach or default of a material term under this AGREEMENT by LICENSEE or an AFFILIATE of LICENSEE, including without limitation a failure to pay fees owed as specified in this AGREEMENT, this AGREEMENT may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within LICENSOR upon sixty (60) days prior written notice to LICENSEE (the “CURE PERIOD”). Any termination of this AGREEMENT pursuant to this Section 7.3 shall become effective at the end of the CURE PERIOD, unless LICENSEE has cured any such material breach prior to the expiration of such notice; orCURE PERIOD. (ii) Licensee shall willfully and intentionally and in bad faith purport to assignIn the event that LICENSEE notifies LICENSOR, delegate or otherwise transfer LICENSOR becomes independently aware, that any of its rights, benefits, powers, duties responsibilities LICENSEE’s AFFILIATES or obligations a particular SERVICE PROVIDER is using CELLS other than as permitted under this Agreement AGREEMENT (a “NON-COMPLIANT ENTITY”), the rights conveyed by LICENSEE or its AFFILIATES to any person other than a whollysuch NON-owned subsidiary COMPLIANT ENTITY under this AGREEMENT may be terminated by LICENSOR upon sixty (60) days’ written notice to LICENSEE. Said notice shall become effective at the end of Licensee without the sixty (60) day period, unless during said period LICENSEE causes the NON-COMPLIANT ENTITY to cure the non-compliant activities, and LICENSEE provides clear written consent evidence of Licensor; orsuch cure to LICENSOR. " (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee LICENSOR shall have the right to continue terminate this AGREEMENT immediately at any time upon written notice to dispose LICENSEE in the event that LICENSOR reasonably determines that continued performance under the AGREEMENT may violate any LAWS. LICENSOR shall communicate with LICENSEE regarding the circumstances giving rise to such termination and shall use commercially reasonable efforts to provide LICENSEE with advance notice of its then existing inventory of Licensee Products for a period of up such termination. Prior to six (6) months from terminating the date of termination of this Agreement. All costs associated with AGREEMENT as set forth herein, LICENSOR shall use commercially reasonable efforts to mitigate the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect potential violation of any LAWS. Termination by LICENSOR in compliance with this Section 7.3 shall not, in any event, constitute a breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)AGREEMENT.

Termination by Licensor. 12.1 If Licensee should: (a) This Agreement may fail to make any payment at the time that the same should be terminated by Licensor if: due; (ib) Licensee shall (x) willfullyviolate or fail to perform any covenant, intentionally and in bad faith breach any material provision condition, or undertaking of this Agreement to be performed by it hereunder in any material respect, including any breach of Article 6 (including, for the avoidance of doubt, section 6.1(e)); (c) file a bankruptcy action, or (y) willfullyhave a bankruptcy action against it, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cureor become Insolvent; or (iid) under either clause (x) enter into a composition with creditors, or (y), such breach is capable of cure, have a receiver appointed for it; then any Licensor has given may give written notice of such breach default to Licensee. If Licensor gives [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. notice of a default under (a) or (b) and Licensee should fail to cure such breach has not been cured default within sixty (60) [*] days following the date of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, each Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue terminate this Agreement forthwith by written notice to dispose the other Parties. If Licensor gives notice of a default under (c) or (d) this Agreement shall forthwith terminate. 12.2 No termination of this Agreement by any Licensor shall relieve Licensee of its then existing inventory obligation to pay any monetary obligation or to issue the shares to the Licensors pursuant to Article 6 due or owing at the time of such termination, and shall not impair any accrued right of any Licensor. Licensee shall [*] and [*] or [*]. Articles 4 (in relation to any payments due to Licensors in relation to the period prior to termination and in relation to any disposition of Licensed Products for a following termination pursuant to Article 14), 6, 7, 8 (in relation to any reports due to Licensors in relation to the period prior to termination or in relation to any disposition of Licensed Products following termination pursuant to Article 14), 9, 17, 20, 21, 22, 23, 24, 26 and 27 and Section 2.5 (in relation only to Licensee’s obligation to assign its right, title and interest to any sublicenses to Licensors on termination), 3.2, 5.4, 5.6, 12.2, 13.3, 15.2, 15.3, 15.4, and 15.5 hereof shall survive any termination of this Agreement. 12.3 In case this Agreement is terminated, any Shares that should have been delivered/issued to the Licensors by the Licensee in accordance with Article 6 had the Agreement not been terminated (i.e. based on Reports submitted by either of the Licensors after 1 January of the year of termination and up until and including the date of termination), shall be issued or delivered by the Licensee to six (6) months from the Licensors no later than [*] calendar days after the date of termination of this Agreement. All costs associated To the extent the Licensee cannot issue or deliver such Shares to the Licensors in accordance with Article 6.1(d) under applicable law, the foregoing Licensors shall be borne by Licenseeentitled (but not obligated) to subscribe for such Shares at par value. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Except as hereinafter provided, failure of Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and a default by Licensee hereunder within seven (i7) under clause (x), such breach is not capable days from the date of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given a written notice of such breach default mailed or delivered to Licensee, and which notice states such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee default, shall willfully and intentionally and in bad faith purport give Licensor good cause to assign, delegate terminate this Addendum. Termination shall be accomplished by mailing or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver delivering to Licensee a written notice of termination, which notice shall specify state the basis therefor grounds therefore and shall be effective (i) immediately in reasonable detail and any case of voluntary abandonment of this Addendum by Licensee or conviction of Licensee of an effective date of termination not less than thirty offense -14- <PAGE> directly related to the business conducted hereunder; or (30ii) sixty (60) days after the date of delivery such notice of termination in all other cases; provided, however, that notwithstanding any other provision of this Paragraph 10, this Addendum may be terminated immediately upon failure of Licensee to cure within twenty-four (24) hours of notice thereof any default under this Addendum which materially impairs the good will associated with any of the Trademarks. In addition to the foregoing, this Addendum may be terminated, by Licensor upon any ground or by any shorter period of notice (but not less than seven days except as provided above) as may be expressly permitted from time to time by applicable law or regulation. The provisions of any applicable law or regulation prescribing permissible grounds, or minimum periods of notice, for termination of this franchise shall supersede any provision of this Addendum that is less favorable to Licensee than such law or regulation. This Addendum shall terminate automatically without notice or any act by any party upon any termination or expiration of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures Licensee's "Dairy Queen" franchise agreement referred to in Section 11(p)Paragraph 1. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. Licensor may, at its option, terminate this Agreement, upon written notice to Licensee of any of the following events or otherwise as provided in this Agreement: 7.2.1 subject to the provisions set forth in Section 10, any material breach of any of Licensee’s obligations under this Agreement, which Licensee fails to remedy within ninety (a90) This Agreement may be terminated days after receipt of written notice by Licensor if: (i) Licensee shall (x) willfully, intentionally of such material breach and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breachLicensor’s demand that it be cured, and for avoidance of doubt, once the provisions of Section 10 are triggered, the ninety (i90) under clause (x)day cure period is tolled pending the Alternative Dispute Resolution procedures and timing set forth in Section 10; 7.2.2 subject to the provisions set forth in Section 10, such breach the filing in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee or if Licensee is not capable of cure; or (ii) under either clause (x) or (y)served with an involuntary petition against it, such breach is capable of cure, Licensor has given written notice of such breach to Licenseefiled in any insolvency proceeding, and such breach has petition is not been cured dismissed within sixty (60) days of such notice; or (ii) after the filing thereof, or if Licensee shall willfully and intentionally and in bad faith purport will propose or be a party to assignany dissolution or liquidation, delegate or otherwise transfer any if Licensee will make an assignment for the benefit of its rightscreditors, benefitsor if at any time Licensee voluntarily enters into proceedings for winding up or dissolution of business; provided, powershowever, duties responsibilities or obligations if Licensee provides for the cure of all of its defaults under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iiiif any) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) and provides adequate assurance of its consolidated assets shall occur and be continuing. (b) To effect the termination future performance of this Agreementits obligations, then Licensor shall deliver not have the right to Licensee a written notice of terminationterminate this Agreement pursuant to this Section 7.2.2; 7.2.3 subject to the provisions set forth in Section 5, Licensee’s failure to timely make any payment required to be made to Licensor as set forth in Section 5 or Section 8.2, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than Licensee fails to remedy within thirty (30) days after receipt of written notice by Licensor of such failure and Licensor’s demand that it be cured; 7.2.4 any breach of Licensee’s obligations under Section 11.13, which Licensee fails to remedy within sixty (60) days after receipt of written notice by Licensor and Licensor’s demand that it be cured; 7.2.5 Licensee’s failure to comply with the date of delivery obligation to Licensee of maintain in full force and effect the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute required insurance coverage in accordance with Section 9.3, which Licensee fails to remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and Licensor’s demand that it be cured; or 7.2.6 any material breach by a Sublicensee of the resolution procedures referred applicable Sublicense Agreement entered into between Licensee and such Sublicensee, which (i) Sublicensee fails to in Section 11(p)remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and Licensor’s demand that it be cured, and (ii) which sublicense Licensee fails to so terminate within thirty (30) days after Licensor’s demand given after such failure to remedy. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement7.2.7 In addition, whether or not Licensor is entitled to may, at its option, terminate this Agreement on account a Licensed Patent-by-Licensed Patent basis upon written notice to Licensee, in the event that (i) such Licensed Patent has not been sublicensed by Licensee under this Agreement and (ii) Licensee has not Identified an Opportunity for such Licensed Patent, in each case, within the later of such breach. (da) Upon three (3) years from the termination Effective Date or (b) three (3) years of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination grant of such Licensed Patent (i.e., such Licensed Patent has been granted issuance and is no longer a pending application). 7.2.8 Subject to the provisions set forth in Section 10, nothing in the foregoing subsections of this Agreement. All costs associated with the foregoing Section 7.2 shall be borne by Licensee. (e) All prohibit Licensor from pursuing any and all rights and remedies of the parties in respect of any breach of it may have under this Agreement occurring prior or at law or in equity. For the avoidance of doubt, Licensor’s right to terminate under Sections 7.2.3, or 7.2.4 shall not be subject to the effective date of its provisions set forth in Section 10, shall not expire, and any such termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)take effect upon written notice to Licensee.

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of has the right to immediately terminate this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) all licenses granted hereunder by providing Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a with written notice of termination, which upon the occurrence of any of the following events: 8.2.1 Licensee ceases to carry on its business with respect to Licensed Products. 8.2.2 Licensee fails to pay on schedule any royalty or other payment that has become due and is payable under Articles 3 or 4 of this Agreement and has not cured the default by making the required payment, together with interest due, within 30 days of receiving a written notice shall specify of default from Licensor requesting such payment. 8.2.3 Licensee fails to meet any of the basis therefor due diligence requirements set forth in reasonable detail and an effective date of termination not less than Article 5 unless Licensee has cured the default by meeting the obligation within thirty (30) days after the date of delivery to Licensee receiving written notice of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p)default from Licensor. (c) Nothing in this Section shall relieve 8.2.4 Licensee is convicted of liability for breach a felony relating to the manufacture, use, sale or importation of Licensed Products. 8.2.5 Licensee materially breaches any other provision of this Agreement, whether or not unless Licensee has cured the breach within 90 days of receiving written notice from Licensor is entitled specifying the nature of the breach. 8.2.6 Licensor shall have the right, at its option, to cancel and terminate this Agreement on account in the event that Licensee shall (i) become involved in insolvency, dissolution, bankruptcy or receivership proceedings affecting the operation of its business or (ii) make an assignment of all or substantially all of its assets for the benefit of creditors, or in the event that (iii) a receiver or trustee is appointed for Licensee and Licensee shall, after the expiration of thirty (30) days following any of the events enumerated above, have been unable to secure a dismissal, stay or other suspension of such breach. (d) Upon proceedings. In the event of termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination Subject Technology shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)revert to Licensor.

Termination by Licensor. (a) This LICENSOR may terminate this Agreement may be terminated by Licensor if: (i) Licensee at any time effective as of December 31, 2016 or as of any anniversary thereof upon at least 30 days' notice to LICENSEE for any reason, provided, however, that LICENSOR shall (x) willfullygive LICENSEE at least one years' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder, intentionally and in bad faith breach any material provision provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Agreement or (y) willfully, intentionally Section 10.3 and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice the effective termination date of such breach notice would be prior to Licenseethe expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer of LICENSEE which contract is in effect at the time LICENSOR's termination notice is given, and such breach has not been cured then the LICENSEE may, by providing LICENSOR within sixty (60) 10 business days with a copy of the relevant portion of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assigncontract, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without extend the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of LICENSOR's termination not less than thirty (30) days after the date of delivery to Licensee December 31st of the notice. If Licensee calendar year in good faith disputes that Licensor has a valid basis for terminationwhich the aforesaid contractual obligation of LICENSEE to its customer expires, but in no event shall the parties shall resolve such dispute in accordance with foregoing extension imply any extension of time beyond the resolution procedures referred to time period specified in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate10.1 above. Notwithstanding the foregoing, Licensee LICENSOR may terminate this Agreement at any time upon at least 30 days' notice to LICENSEE if LICENSEE shall have the right failed to continue to dispose make any payment when due or at any time breach any material term of its then existing inventory of Licensee Products for a this Agreement and such payment is not made or such breach is not cured within any applicable cure period of up to six (6) months from the date of termination specified in Article 11 of this Agreement. All costs associated with the foregoing shall be borne , or repeatedly provide inaccurate reports hereunder, or if there has been a cessation by LicenseeLICENSEE of general operations or of work related to Licensed Products. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This a. Licensor may terminate this Agreement in full if Licensee materially breaches any provision hereof. Licensor may be terminated by Licensor if:also terminate any specific license granted under Article 2 or 3 hereof if Licensee materially breaches any provision hereof with respect to such specific license. (i) b. Following Licensor’s notification to Licensee of such breach, Licensee shall (x) willfully, intentionally and in bad faith breach any material provision have a period of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of to cure such notice; orbreach. c. If such breach is not cured to Licensor’s reasonable satisfaction within such period, then a thirty (ii30) Licensee day executive consultation period (“Consultation Period”) shall willfully and intentionally and in bad faith purport to assignimmediately begin. During such period, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary an authorized representative of Licensee without and Licensor shall meet in person in Washington, DC, unless otherwise mutually agreed by the written consent of Licensor; or (iii) Licensee Parties, at least once, and by other telephone or electronic means as required, to use their best efforts to find a mutually-acceptable means for addressing the breach. Each Party shall abandon the use be entitled to be represented by counsel at such consultations and shall bear its own expenses in connection with such consultations. Licensor shall be entitled to involve representatives of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuingrelevant Operational Communities in such consultations as well. d. If, by the end of the Consultation Period, the Parties have not reached an amicable solution and Licensee has not cured such breach to Licensor’s reasonable satisfaction, then the Parties shall submit to voluntary mediation administered by the American Arbitration Association (b“AAA”) To effect using a mediator mutually acceptable to the termination Parties or, if they cannot agree within ten days following the end of this Agreementthe Consultation Period, Licensor by the AAA. The mediation shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor take place in reasonable detail and an effective date of termination not less than Washington DC within thirty (30) days after following the date of delivery to Licensee end of the noticeConsultation Period. If Licensee Each Party shall be entitled to be represented by counsel at such mediation and shall bear its own expenses in connection with such mediation. Licensor shall be entitled to involve representatives of the relevant Operational Communities in such mediation, as well. Each Party shall bear its own costs and expenses, and the costs and expenses of the mediation shall be divided evenly between the Parties. The results of the mediation shall be non-binding, but the Parties shall work in good faith disputes that Licensor has a valid basis for termination, to reach an agreement to resolve the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p)issues. e. If the Parties fail to reach agreement within ten (c10) Nothing in this Section days following the end of such mediation, Licensor shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is be entitled to terminate the relevant licenses or this Agreement on account of such breach. (d) Upon the termination of this Agreementin full, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right upon written notice to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This LICENSOR may terminate this Agreement may be terminated by Licensor if: (i) Licensee at any time effective as of December 31, 2005 or as of any anniversary thereof upon at least 30 days' notice to LICENSEE for any reason, provided, however, that LICENSOR shall (x) willfullygive LICENSEE at least two years' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder, intentionally and in bad faith breach any material provision provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Agreement or (y) willfully, intentionally Section 10.3 and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice the effective termination date of such breach notice would be prior to Licenseethe expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer of LICENSEE which contract is in effect at the time LICENSOR's termination notice is given, and such breach has not been cured then the LICENSEE may, by providing LICENSOR within sixty (60) 10 business days with a copy of the relevant portion of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assigncontract, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without extend the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of LICENSOR's termination not less than thirty (30) days after the date of delivery to Licensee December 31st of the notice. If Licensee calendar year in good faith disputes that Licensor has a valid basis for terminationwhich the aforesaid contractual obligation of LICENSEE to its customer expires, but in no event shall the parties shall resolve such dispute in accordance with foregoing extension imply any extension of time beyond the resolution procedures referred to time period specified in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate10.1 above. Notwithstanding the foregoing, Licensee LICENSOR may terminate this Agreement at any time upon at least 30 days' notice to LICENSEE if LICENSEE shall have the right failed to continue to dispose make any payment when due or at any time breach any material term of its then existing inventory of Licensee Products for a this Agreement and such payment is not made or such breach is not cured within any applicable cure period of up to six (6) months from the date of termination specified in Article 11 of this Agreement, or repeatedly provide inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Licensed Products. All costs associated [Confidential Information Omitted and filed separately with the foregoing shall be borne by Licensee. (e) All rights Securities and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).Exchange Commission]

Termination by Licensor. (a) This LICENSOR may terminate this Agreement may be terminated by Licensor if: (i) Licensee at any time effective as of December 31, 2017 or as of any anniversary thereof upon at least 30 days’ notice to LICENSEE for any reason, provided, however, that LICENSOR shall (x) willfullygive LICENSEE at least one years’ notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , intentionally and in bad faith breach any material provision provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Agreement or (y) willfully, intentionally Section 10.3 and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice the effective termination date of such breach notice would be prior to Licenseethe expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in effect at the time LICENSOR’s termination notice is given, and such breach has not been cured then the LICENSEE may, by providing LICENSOR within sixty (60) 10 business days with a copy of the relevant portion of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assigncontract, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without extend the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of LICENSOR’s termination not less than thirty (30) days after to the date on which the later of delivery any aforesaid contractual obligations of LICENSEE to Licensee any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to time period specified in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate10.1 above. Notwithstanding the foregoing, Licensee LICENSOR may terminate this Agreement at any time upon at least 30 days’ notice to LICENSEE if LICENSEE shall have the right failed to continue to dispose make any payment when due or at any time breach any material term of its then existing inventory of Licensee Products for a this Agreement and such payment is not made or such breach is not cured within any applicable cure period of up to six (6) months from the date of termination specified in Article 11 of this Agreement. All costs associated with the foregoing shall be borne , or LICENSEE repeatedly has provided inaccurate reports hereunder, or if there has been a cessation by LicenseeLICENSEE of general operations or of work related to Licensed Products. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This LICENSOR may terminate this Agreement may be terminated by Licensor if: (i) Licensee at any time effective as of December 31, 2016 or as of any anniversary thereof upon at least 30 days’ notice to LICENSEE for any reason, provided, however, that LICENSOR shall (x) willfullygive LICENSEE at least one years’ notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , intentionally and in bad faith breach any material provision provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Agreement or (y) willfully, intentionally Section 10.3 and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice the effective termination date of such breach notice would be prior to Licenseethe expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in effect at the time LICENSOR’s termination notice is given, and such breach has not been cured then the LICENSEE may, by providing LICENSOR within sixty (60) 10 business days with a copy of the relevant portion of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assigncontract, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without extend the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of LICENSOR’s termination not less than thirty (30) days after to the date on which the later of delivery any aforesaid contractual obligations of LICENSEE to Licensee any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to time period specified in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate10.1 above. Notwithstanding the foregoing, Licensee LICENSOR may terminate this Agreement at any time upon at least 30 days’ notice to LICENSEE if LICENSEE shall have the right failed to continue to dispose make any payment when due or at any time breach any material term of its then existing inventory of Licensee Products for a this Agreement and such payment is not made or such breach is not cured within any applicable cure period of up to six (6) months from the date of termination specified in Article 11 of this Agreement. All costs associated with the foregoing shall be borne , or LICENSEE repeatedly has provided inaccurate reports hereunder, or if there has been a cessation by LicenseeLICENSEE of general operations or of work related to Licensed Products. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement In addition to the termination provisions set forth in Sections 3.2, 3.3 and 5.3, above, Licensor may be terminated terminate this Agreement, including any license granted by Licensor if: herein, or any rights granted by Licensor with respect to any licensed ▇▇▇▇, at any time in accordance with the following procedures: (i) Licensee Licensor shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given provide written notice of such an alleged material breach of the Agreement to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or have ninety (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (3090) days after from the date of delivery such notice (the “Licensor Notice Date”) to Licensee of refute the notice. If Licensee in good faith disputes alleged material breach, cure the alleged material breach, or take adequate steps within the ninety (90) day period that Licensor has can be reasonably expected to cure the alleged material breach within a valid basis for terminationreasonable time period under the circumstances, the parties shall resolve such dispute in accordance with the resolution procedures referred not to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to exceed six (6) months from the date Licensor Notice Date, unless otherwise agreed by the parties in writing; and (iii) if within ninety (90) days of termination of the Licensor Notice Date such an alleged material breach remains uncured or if Licensor reasonably believes Licensee has not taken adequate steps to cure such alleged material breach in accordance with the foregoing, Licensor may terminate this Agreement. All costs associated Notwithstanding the foregoing, Licensor may immediately terminate this Agreement, including any license granted herein or rights granted by Licensor with respect to any licensed ▇▇▇▇, if Licensee (a) files a petition in bankruptcy, becomes insolvent or otherwise incapable of meeting its financial obligations, or if a receiver is appointed for Licensee or for Licensee’s business; (b) discontinues its operations or ceases to use the licensed Marks; (c) is in material breach of any term not reasonably subject to cure; (d) fails to comply with the foregoing shall be borne by Licensee. requirements for tax-exempt status under Internal Revenue Code section 501(c)(3); or (e) All rights engages in, or its Executive Director or any Principal or other CWC LA School leader engages in, any act or omission or series of related acts or omissions which, in Licensor’s reasonable judgment exercised in good faith, may be irrevocably and remedies of the parties in respect of any breach of this Agreement occurring prior substantially detrimental to Licensor’s reputation, to the effective date of its termination shall survive Marks, or to the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)goodwill associated therewith.

Termination by Licensor. Licensor may, at its option, terminate this Agreement, upon written notice to Licensee after the occurrence of any of the following events or as otherwise provided in this Agreement: 7.2.1 subject to the provisions set forth in Section 10, any material breach of any of Licensee’s obligations under this Agreement, which includes any material breach of the express representations, warranties or covenants of Licensee set forth in Section 6.2, which Licensee fails to remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and Licensor’s demand that it be cured, and for avoidance of doubt, once the provisions of Section 10 are triggered, the ninety (90) day cure period is tolled pending the Alternative Dispute Resolution procedures and timing set forth in Section 10; 7.2.2 subject to the provisions set forth in Section 10, (a) This Agreement may be terminated by Licensor if: (i) the filing in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee or if Licensee shall (x) willfullyis served with an involuntary petition against it, intentionally and filed in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licenseeinsolvency proceeding, and such breach has petition is not been cured dismissed within sixty (60) days of such notice; or (ii) after the filing thereof, or if Licensee shall willfully and intentionally and in bad faith purport will propose or be a party to assignany dissolution or liquidation, delegate or otherwise transfer any if Licensee will make an assignment for the benefit of its rightscreditors, benefitsor (b) with twenty-four (24) hours written notice, powersif at any time Licensee voluntarily enters into proceedings for winding up or dissolution of business; provided, duties responsibilities or obligations however, if Licensee provides for the cure of all of its defaults under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iiiif any) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) and provides adequate assurance of its consolidated assets shall occur and be continuing. (b) To effect the termination future performance of this Agreementits obligations, then Licensor shall deliver not have the right to Licensee a written notice of terminationterminate this Agreement pursuant to this Section 7.2.2(a); 7.2.3 subject to the provisions set forth in Section 5, Licensee’s failure to timely make any payment required to be made to Licensor as set forth in Section 5 or Section 8.2, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than Licensee fails to remedy within thirty (30) days after receipt of written notice by Licensor of such failure and Licensor’s demand that it be cured; 7.2.4 any breach of Licensee’s obligations under Section 11.13, which Licensee fails to remedy within sixty (60) days after receipt of written notice by Licensor and Licensor’s demand that it be cured; 7.2.5 Licensee’s failure to comply with the date of delivery obligation to Licensee of maintain in full force and effect the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute required insurance coverage in accordance with Section 9.3, which Licensee fails to remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and Licensor’s demand that it be cured; or 7.2.6 Subject to the resolution procedures referred to provisions set forth in Section 11(p). (c) Nothing 10, nothing in the foregoing subsections of this Section 7.2 shall relieve Licensee of liability for breach of this Agreement, whether or not prohibit Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, from pursuing any and all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of it may have under this Agreement occurring prior or at law or in equity. For the avoidance of doubt, Licensor’s right to terminate under Sections 7.2.3, or 7.2.4 shall not be subject to the effective date of its provisions set forth in Section 10, shall not expire, and any such termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)take effect upon written notice to Licensee.

Termination by Licensor. (a) This a. Licensor will have the right to terminate this Agreement may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and if Neurocrine materially breaches or defaults in bad faith breach the performance or observance of any material provision of the provisions of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has or default is not been cured within sixty (60) days after receipt of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without written notice thereof from the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreementb. Licensor may, Licensor shall deliver to Licensee a upon giving written notice of termination, immediately terminate this Agreement upon receipt of notice that Neurocrine has become insolvent or has suspended business or has filed a voluntary petition or has filed an answer admitting the jurisdiction of the U.S. Bankruptcy Court in the material allegations of, or has consented to, an involuntary petition purporting to be pursuant to any reorganization or insolvency law of any jurisdiction, or has made an assignment for the benefit of creditors or has applied for or consented to the appointment of a receiver or trustee of a substantial part of its property. c. Any amount payable hereunder by one of the parties to the other, which notice shall specify has not been paid by the basis therefor in reasonable detail date on which such payment is due, and an effective date of termination is not less than thirty cured within sixty (3060) days after receipt of written notice thereof, shall bear interest from such date until the date on which such payment is made, at the rate of delivery to Licensee two percent (2%) per annum in excess of the noticeprime rate prevailing at the Citibank, NA, in New York, New York, during the period of arrears. If Licensee Such amount and the interest thereon may be set off against any amount due, whether in good faith disputes that Licensor has a valid basis for terminationterms of this Agreement or otherwise howsoever, to the parties shall resolve such dispute party in accordance with the resolution procedures referred to in Section 11(p)default by any non-defaulting party. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) d. Upon the termination of this AgreementAgreement for any reason other than termination pursuant to Section 5.2(a) and prior to expiration as set forth in Section 5.1 hereof, all rights in and to the Licensed Patent Rights shall revert to Licensor, and Neurocrine shall not be entitled to make any further use whatsoever of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by LicenseeLicensed Patent Rights. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions e. Termination of this Agreement shall explicitly survive its termination: not relieve the parties of any obligation to the other party incurred prior to such termination , provided that in the event of termination by Neurocrine pursuant to Section 9 (“WARRANTY DISCLAIMER”); 5.2, Neurocrine shall be relieved of all obligations hereunder including, without limitation, obligations referenced in Section 3.2 and Section 11 (“Miscellaneous”)3.5.

Termination by Licensor. LICENSOR may terminate this Agreement for any reason effective as of December 31, 2011 (a) This Agreement or as such date may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision extended pursuant to the last sentence of this Agreement Section 10.3) or (y) willfullyas of any anniversary thereof upon at least 30 days' written notice to LICENSEE, intentionally provided, however, that LICENSOR shall give LICENSEE at least one years' notice of any early termination under this Section 10.3 if LICENSEE is producing and in bad faith fail to cure any other breachselling Licensed Products hereunder, and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer of LICENSEE which contract is in effect either at the time LICENSOR's termination notice is given or prior to December 31, 2011 (i) under clause (xor as such date may be extended pursuant to the last sentence of this Section 10.3), such breach is not capable then the LICENSEE may, by providing LICENSOR at least 10 business days prior to the proposed termination date with a copy of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice the relevant portion of such breach to Licenseecontract, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without extend the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of LICENSOR's termination not less than thirty (30) days after the date of delivery to Licensee December 31st of the notice. If Licensee calendar year in good faith disputes that Licensor has a valid basis for terminationwhich the aforesaid contractual obligation of LICENSEE to its customer expires, but in no event shall the parties shall resolve such dispute in accordance with foregoing extension imply any extension of time beyond the resolution procedures referred to time period specified in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate10.1 above. Notwithstanding the foregoing, Licensee LICENSOR may terminate this Agreement at any time upon at least 30 days' written notice to LICENSEE if LICENSEE shall have the right failed to continue make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, or repeatedly provides materially inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to dispose of its then existing inventory of Licensee Licensed Products for a period of up to longer than six (6) months from months. LICENSEE shall have the date option, exercisable by delivering to LICENSOR on or before December 31, 2010, a wire payment of [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] and a written notice referring to such payment and indicating that LICENSEE wishes to extend by five years the possible termination dates specified in Sections 10.2 and 10.3 hereof. Upon the timely receipt of such notice and payment, the references to "December 31, 2011" in Sections 10.2 and 10.3 shall automatically be amended to read "December 31, 2016" and the reference to [Confidential Information Omitted and filed separately with the Securities and Exchange Commission]in Section 3.2 as minimum annual royalty for of each license year beyond 2011 shall automatically be amended to read [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] without further action required by the parties to this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. If Licensor is the terminating Party due to Licensee’s material and uncured breach under Section 13.2, Licensee’s insolvency under Section 13.3, Licensee’s Patent Challenge under Section 13.4, a Force Majeure Event under Section 13.5, or Licensee’s compliance issue under Section 13.6: 13.8.1.1. all rights under the License, if then in effect, will automatically terminate and revert to Licensor; 13.8.1.2. Licensee shall (aand shall cause its Affiliates and Permitted Sublicensees to) This Agreement promptly deliver to Licensor or its designee all documents, data and information in any medium relating to the Licensed Technology, and transfer and assign to Licensor or its designee all Regulatory Documents relating to the Licensed Compound or any Licensed Product, including regulatory filings made with and all Regulatory Approvals obtained from the Regulatory Authorities in the Territory, and to the extent that such transfer and assignment of any Regulatory Documents is not possible under the Applicable Laws, at Licensor’s request, withdraw and revoke such Regulatory Documents with the Regulatory Authorities; and Licensee shall take such other actions and execute such other instruments, assignments and documents as Licensor requests to effect such transfer, assignment, withdrawal or revocation; 13.8.1.3. Licensee shall and (shall cause its Affiliates and Permitted Sublicensees to) use Commercially Reasonable Efforts to fully cooperate with Licensor or its designee to facilitate the orderly transition and uninterrupted Development, Manufacturing and Commercialization of the Licensed Compound and any Licensed Product in the Territory, including, without limitation, by promptly assigning or otherwise transferring to Licensor or its designee all right, title and interest in all Third Party contracts (or portions thereof) related to such Development, Manufacturing and Commercialization, as requested by Licensor and Licensee shall promptly provide a list and copies of such contracts to Licensor; 13.8.1.4. Licensor shall have the right, at its sole discretion, to purchase from Licensee any or all of the inventory of the Licensed Product and materials generated in the Development, Manufacture and Commercialization of the Licensed Product, such as drug materials and biologics, clinical brochures, and marketing and promotional materials, Controlled by or on behalf of Licensee, at a price equal to [***] (the “Inventory Purchase Right”). Licensor will notify Licensee within [***] of the effective date of termination if Licensor elects to exercise such Inventory Purchase Right; provided that, such Inventory Purchase Right may be terminated exercised within a period of [***] of the effective date of termination; 13.8.1.5. If any clinical trials for the Licensed Compound or any Licensed Product are being conducted by Licensor if: or on behalf of Licensee, its Affiliates or Permitted Sublicensees, at Licensor’ request on a trial-by-trial basis, Licensee (i) Licensee shall (xand shall cause its Affiliates and Permitted Sublicensees to) willfullyuse Commercially Reasonable Efforts to fully cooperate with Licensor or its designee and promptly transfer the conduct of all such clinical trials to Licensor or its designee in accordance with the Applicable Laws, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause shall (xand shall cause its Affiliates and Permitted Sublicensees to) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute orderly wind down in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account Applicable Laws the conduct of such breach.clinical trials that are not requested to be transferred to Licensor or its designee; and 13.8.1.6. Licensee shall (dand shall cause its Affiliates and Permitted Sublicensees to) Upon the termination of this Agreementpromptly transfer and assign to Licensor or its designee, at no costs, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months Product Data generated from the date Development, Manufacture and Commercialization of termination of this Agreement. All costs associated with the foregoing Licensed Compound or any Licensed Product, including, without limitation, all clinical trial data and all pharmacovigilance data (including, without limitation, all adverse event databases) relating thereto in Licensee’s, its Affiliates’ or Permitted Sublicensees’ Control, which shall be borne by LicenseeLicensor’s Confidential Information. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement may be terminated by A Licensor ifmay, at its option, terminate this Agreement, upon written notice to Licensee of any of the following events or otherwise as provided in this Agreement: (i) Licensee shall (x) willfully7.2.1 subject to the provisions set forth in Section 10, intentionally and in bad faith breach any material provision breach of any of Licensee’s obligations under this Agreement or Agreement, which Licensee fails to remedy within ninety (y90) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable days after receipt of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice by a Licensor of such material breach and a Licensor’s demand that it be cured, for avoidance of doubt, once the provisions of Section 10 are triggered, the ninety (90) day cure period is tolled pending the Alternative Dispute Resolution procedures and timing set forth in Section 10; 7.2.2 subject to Licenseethe provisions set forth in Section 10, the filing in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee or if Licensee is served with an involuntary petition against it, filed in any insolvency proceeding, and such breach has petition is not been cured dismissed within sixty (60) days of such notice; or (ii) after the filing thereof, or if Licensee shall willfully and intentionally and in bad faith purport will propose or be a party to assignany dissolution or liquidation, delegate or otherwise transfer any if Licensee will make an assignment for the benefit of its rightscreditors, benefitsor if at any time Licensee voluntarily enters into proceedings for winding up or dissolution of business; provided, powershowever, duties responsibilities or obligations if Licensee provides for the cure of all of its defaults under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iiiif any) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) and provides adequate assurance of its consolidated assets future performance of its obligations, then the Licensors shall occur not have the right to terminate this Agreement pursuant to this Section 7.2.2; 7.2.3 subject to the provisions set forth in Sections 4.4 and 7.3, Licensee’s material failure to timely achieve the Milestones; 7.2.4 subject to the provisions set forth in Section 5, Licensee’s failure to timely make any payment required to be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver made to Licensee a written notice of terminationLicensors as set forth in Section 5 or Exhibit A or Section 8.1, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than Licensee fails to remedy within thirty (30) days after the date receipt of delivery to Licensee written notice by Licensors of such failure and a Licensor’s demand that it be cured; 7.2.5 Licensee’s use, practice or Exploitation of the notice. If Licensed Technology, Auxiliary Technologies or the Auxiliary Technology Patents outside of the Field or for the development or Exploitation of products other than Licensed Products, which Licensee fails to remedy within sixty (60) days after receipt of written notice by a Licensor and a Licensor’s demand that it be cured; 7.2.6 any breach of Licensee’s obligations under Section 7.5 or Section 11.13, which Licensee fails to remedy within sixty (60) days after receipt of written notice by a Licensor and a Licensor’s demand that it be cured; or 7.2.7 Licensee’s failure to comply with the obligation to maintain in good faith disputes that Licensor has a valid basis for termination, full force and effect the parties shall resolve such dispute required insurance coverage in accordance with Section 9.3, which Licensee fails to remedy within ninety (90) days after receipt of written notice by a Licensor of such material breach and a Licensor’s demand that it be cured. 7.2.8 Subject to the resolution procedures referred to provisions set forth in Section 11(p). (c) Nothing 10, nothing in the foregoing subsections of this Section 7.2 shall relieve Licensee prohibit a Licensor from pursuing any other remedies at law which it may have in connection with Licensee’s uncured material breach. For the avoidance of liability for breach of this Agreementdoubt, whether or not Licensor is entitled a Licensor’s right to terminate this Agreement on account of under Sections 7.2.3, 7.2.4, 7.2.5, or 7.2.6 shall not be subject to the provisions set forth in Section 10, shall not expire, and any such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right take effect upon written notice to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This At Licensor's option, this Agreement may be terminated by Licensor ifshall immediately terminate and cease, without the need for any additional action or notice, in the following cases: 1. If Licensee violates any provision of Section II above, and all such violations are not cured within twenty (20) days after Licensor has delivered written notice to Licensee of such violation(s); or 2. If Licensee directly or indirectly attempts to alienate, assign, convey, or otherwise transfer this Agreement or all or any part of the rights granted to Licensee hereunder in violation of this Agreement such action being deemed to be a material breach of this Agreement; or 3. If Licensee directly or indirectly, in any forum: (i) Licensee shall attacks, challenges, or otherwise calls into question the validity or enforceability of the LICENSED ▇▇▇▇, or Licensor's sole and exclusive ownership of all right, LICENSE AGREEMENT title, and interest in and to the LICENSED ▇▇▇▇; (xii) willfullydisparages, injures, brings into disrepute, or otherwise damages the LICENSED ▇▇▇▇ and/or the goodwill associated with the LICENSED ▇▇▇▇ whether intentionally and in bad faith breach or inadvertently (iii) attempts to do any material provision of the foregoing or (iv) encourages or aids any others to do any of the foregoing; or has not cured such violation of this Agreement within twenty (20) days, if such violation is indeed curable; or 4. If Licensee fails to make any payment required under this Agreement, or any other payment due to Licensor without curing such default within ten (y10) willfullydays after notice is given by Licensor. If the Licensor elects not to send notice of termination within 45 days of the due date of any payment then such default shall be deemed waived for the purpose of termination but not for payments plus late charges. However, intentionally and waiver of any past defaults shall not be deemed a waiver of any subsequent defaults; or 5. If Licensee participates in bad faith fail any other buying group for flooring retailers for any LICENSED STORE in such a manner as to cause, in Licensor's sole discretion, confusion with respect to the LICENSED ▇▇▇▇; or 6. If Licensee voluntarily closes, sells, transfers or assigns a LICENSED STORE in any manner inconsistent with the provisions of this Agreement without the prior written consent of Licensor, or 7. If Licensee fails to cure any other breachbreach of this Agreement, and not enumerated above, within twenty (i20) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given days after written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and is given by Licensor unless a shorter period is set forth elsewhere in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee in which case such shorter period shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuingapply. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. Licensor may terminate this Agreement by written notice to Licensee immediately (or upon such other time period as indicated below) upon written notice to Licensee in any of the following events: (a) This Agreement may be terminated by Licensor if: Licensee (ior any of its authorized sublicensees) Licensee shall (x) willfully, intentionally and in bad faith has committed a material breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail fails to cure any other breach, and (i) under clause (x), remedy such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of receipt of written notice giving full particulars of the breach and requiring it to be remedied. If such noticeremedy cannot be reasonably cured within such sixty (60) day time period, Licensee shall have a commercially reasonable time period to effect cure of such breach, not to exceed six (6) months; (b) Licensee (or any of its authorized sublicensees) has materially altered the Licensed Marks without Licensor’s prior express written approval; (c) Licensee (or any of its authorized sublicensees) uses, markets, promotes or sells products bearing the Licensed Marks or provides services in connection with the Licensed Marks in any manner that deceives or misleads the public or damages or impairs the reputation or value of the Licensed Marks in any material respect; (d) Licensee (and its authorized sublicensees) ceases selling all of the Licensed Products under the Licensed Trademark for a period of 3 or more years; (e) Licensee (or any of its authorized sublicensees) challenges the validity or enforceability of, or Licensor’s right to use or license the use of (except where such challenge is in connection with the use or licensed use of Licensed Marks within the Critical Power Systems Market), the Licensed Marks or assists a third party in such a challenge; (f) Licensee (or any of its authorized sublicensees) files a voluntary petition under the United States Bankruptcy Code or the insolvency laws of any state; or has an involuntary petition filed against it under the United States Bankruptcy Code, or a receiver appointed for its business, unless such petition or appointment of a receiver is dismissed within 90 days; or (iig) Licensee shall willfully and intentionally and in bad faith purport assigns or transfers or attempts to assign, delegate assign or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary in violation of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuingSection 6.01. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision In addition to its rights to enforce the provisions of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination Section of this Agreement, Licensor shall deliver have the right, at its option, to Licensee a written notice terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on the occurrence of termination, which notice shall specify any one or more of the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days following events after the date of delivery to Licensee of a written notice specifying such event and the noticepassage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration [*** Confidential]or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. If Licensee in good faith disputes In the event that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled right to terminate this Agreement on account as a result of such breach. (d) Upon Licensee’s failure to achieve the termination of Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties [*** Confidential] without being in respect of any breach of this Agreement occurring prior and Licensee acknowledges and accepts [*** Confidential]. [*** Confidential] indicates material omitted and subject to a confidential information request, which has been filed separately with the SEC. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of its termination shall survive mailing of written notice to Licensee if Licensee (i) makes an assignment for the termination benefit of this Agreement. In additioncreditors, the following provisions (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)all or a material part of Licensee’s property.

Termination by Licensor. (a) This LICENSOR may terminate this Agreement may be terminated by Licensor ifat any time: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than by giving LICENSEE thirty (30) days after prior written notice if LICENSEE shall have committed a material breach of any of its obligations hereunder, including without limitation, the date prompt and timely payment of delivery license fee and royalties hereunder and failure to Licensee fill customers orders for Licensed Products, or to perform service orders, in a timely fashion; provided that LICENSEE shall have been previously advised of the noticealleged material breach and has been given fifteen (15) days to cure such breach. If Licensee in good faith disputes It is further provided that Licensor has a valid basis for terminationno such breach shall be deemed to have occurred or be continuing (as applicable) if and to the extent LICENSEE's failure to perform its obligations is due to acts beyond the reasonable control of LICENSEE, the parties shall resolve such dispute in accordance with the resolution procedures referred including but not limited to in Section 11(p)strikes, lock-outs or civil insurrection or lack of material including component or part supplied by LICENSOR, any of its Affiliates or suppliers generally. (ii) upon (a) the filing of a petition in bankruptcy by or against LICENSEE; (b) the appointment of a referee, trustee or receiver for a substantial portion of the property or assets of the LICENSEE; (c) Nothing in this Section shall relieve Licensee the insolvency of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. LICENSEE; (d) Upon the termination consolidation, merger or other business combination of this Agreementthe LICENSEE or its Affiliates with, all rights or the sale of Licensee granted hereunder shall terminate. Notwithstanding a substantial portion of the foregoingLICENSEE'S assets to, Licensee shall have another corporation, business entity or person, or the right execution of an agreement by LICENSEE to continue that effect, or a change in control of LICENSEE or its Affiliates w ithout the prior written consent of the LICENSOR, such consent not to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. unreasonable withheld; or (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In additionif LICENSEE is an individual, the following provisions death or incapacity of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)LICENSEE.

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Except as hereinafter provided, failure of Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and a default by Licensee hereunder within seven (i7) under clause (x), such breach is not capable days from the date of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given a written notice of such breach default mailed or delivered to Licensee, and which notice states such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee default, shall willfully and intentionally and in bad faith purport give Licensor good cause to assign, delegate terminate this Addendum. Termination shall be accomplished by mailing or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver delivering to Licensee a written notice of termination, which notice shall specify state the basis therefor grounds therefore and shall be effective (i) immediately in reasonable detail and any case of voluntary abandonment of this Addendum by Licensee or conviction of Licensee of an effective date of termination not less than thirty offense directly related to the business conducted hereunder; or (30ii) sixty (60) days after the date of delivery such notice of termination in all other cases; provided, however, that notwithstanding any other provision of this Paragraph 10, this Addendum may be terminated immediately upon failure of Licensee to cure within twenty-four (24) hours of notice thereof any default under this Addendum which materially impairs the good will associated with any of the Trademarks. In addition to the foregoing, this Addendum may be terminated, by Licensor upon any ground or by any shorter period of notice (but not less than seven days except as provided above) as may be expressly permitted from time to time by applicable law or regulation. The provisions of any applicable law or regulation prescribing permissible grounds, or minimum periods of notice, for termination of this franchise shall supersede any provision of this Addendum that is less favorable to Licensee than such law or regulation. This Addendum shall terminate automatically without notice or any act by any party upon any termination or expiration of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures Licensee's "Dairy Queen" franchise agreement referred to in Section 11(p)Paragraph 1.1. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach Without limiting any material other provision of this Agreement or and subject to Section 17.3 of this Schedule, upon the occurrence of a Licensee Termination Event (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (xas defined below), such breach is not capable of cure; Licensor may, in addition to any and all other rights which it may have against Licensee, immediately terminate this Agreement or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given any license with respect to an Included Program by giving written notice to Licensee and/or accelerate the payment of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations all monies payable under this Agreement such that they are payable immediately and to any person other than a wholly-owned subsidiary retain such monies, it being acknowledged that Licensee’s material obligations hereunder include full, non- refundable payment of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use 100% of the Licensed Patent; or (iv) a bankruptcy license fees described in this Agreement regardless of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the early termination of this Agreement, Agreement due to a Licensee Termination Event. Whether or not Licensor shall deliver to Licensee a written notice exercises such right of termination, which notice shall specify Licensor shall, upon the basis therefor in reasonable detail and an effective date occurrence of termination not less than thirty any Licensee Event of Default (30) days after the date of delivery as defined below), have no further obligation to deliver Included Programs or Advertising Materials to Licensee of the notice. If Licensee in good faith disputes that and Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue require Licensee to dispose immediately return all copies of its then existing inventory of Licensee Products for a period of up Included Programs and Advertising Materials to six (6) months from the date of termination of this AgreementLicensor. All costs associated with the foregoing shall be borne by Licensee. (e) All rights In addition to any and all other remedies of the parties in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be entitled to recover from Licensee all payments past due from Licensee to Licensor hereunder, together with interest, compounded monthly, at the lesser of (x) 110% of the Prime Rate and (y) the maximum rate permitted by law, plus reasonable attorneys fees, and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions thereof. Furthermore, upon a Licensee Event of Default, Licensor shall have the right to immediately suspend delivery of all Included Programs and materials with respect thereto and/or suspend Licensee’s right to exploit any breach Included Programs, licensed hereunder, without prejudice to any of its other rights hereunder. As used herein, a “ Licensee Event of Default”: the occurrence of any of the following: (A) Licensee (x) fails to timely perform or breaches any of its material obligations hereunder or otherwise materially breaches this Agreement, (y) fails to make timely payment of fees under this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).or

Termination by Licensor. (a) This Agreement Licensor may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of terminate this Agreement or in its entirety (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (xincluding the licenses granted herein) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and the Support Services solely as described in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuingSection 9.3. (b) To effect Subject to Section 6.3, if GS fails to pay Licensor 100% of the termination Initial License Fee payable under this Agreement pursuant to Exhibit A within forty five (45) days of this Agreement, Licensor shall deliver the due date and fails to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than cure such default within thirty (30) days after of written notice from Licensor of the possibility of termination of the Agreement for failure to make such payment in full, Licensor may, by written notice to GS, terminate this Agreement in its entirety (including the licenses granted herein) as of a date specified in the notice of termination. Subject to Section 5.7(A), in the event of such termination by Licensor, GS shall, upon the date specified in the notice of delivery to Licensee termination, cease using the Licensed Material, delete the Licensed Material from all computers and storage devices and either immediately return all copies of the noticeLicensed Material to Licensor or immediately destroy all copies of the Licensed Material. If Licensee Upon return or destruction of all copies of the Licensed Material under this Section, GS will certify to Licensor in good faith disputes writing that Licensor has a valid basis for terminationthe original and all copies, whether partial or complete in any form, of the parties shall resolve such dispute in accordance with the resolution procedures referred Licensed Material have been destroyed or returned to in Section 11(p)Licensor. (c) Nothing in this Subject to Section shall relieve Licensee 6.3, if GS pays Licensor the 100% of liability for breach of this Agreement, whether or not Licensor is entitled to terminate the Initial License Fee payable under this Agreement on account pursuant Exhibit A, but then GS fails to pay Licensor Support Fees payable under this Agreement pursuant to Exhibit A within forty five (45) days of the due date and fails to cure such breach. default within thirty (d30) Upon days of written notice from Licensor of the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date possibility of termination of this Agreementthe Support Services for failure to make such payment in full, Licensor may, by written notice to GS, terminate solely the Support Services as of a date specified in the notice of termination. All costs associated with In the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect event of any breach such termination by Licensor of Support Services, GS shall pay to Licensor the balance owed to Licensor for the then current term of Support Services. In such event, (i) all licenses granted to the GS Parties, and the restrictions and limitations and obligations with respect thereto, under this Agreement occurring prior will continue in full force and effect without impairment or modification; and (ii) the GS Parties will have no obligation to return or cease the effective date use of its termination shall survive the termination of this Agreement. In additionany Licensed Material (or, if applicable, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”Escrow Material).

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) In the event Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer breaches any of its rights, benefits, powers, duties responsibilities or material obligations under Sections 1, 2 or 3 of this Agreement Agreement, with respect to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of LicenseeMarks in connection with obscene, unsafe, inhumane or violent products, practices, or activities, or those that are deeply offensive to accepted standards of propriety or decency, or the on-line sale of dog or cats for any one purpose, or more subsidiaries the on-line sale of any animals for research or experimentation purposes, Licensor may terminate this Agreement and the license granted hereunder by giving notice in writing to Licensee holding more than forty percent (40%) of its consolidated assets the default. The parties agree that whether a product, practice or activity is unsafe or inhumane shall occur and be continuinggoverned by the standards followed or approved by the American Humane Association and/or the American Society for the Prevention of Cruelty to Animals. In the event Licensee does not correct or eliminate the default within 45 days from the date of receipt of such notice, this Agreement, including the license to use the Licensed Marks, shall terminate at the end of such 45 day period. (b) To effect In the termination event Licensee breaches any of its other material obligations under Sections 1, 2 or 3 of this Agreement, Licensor shall deliver to Licensee a written give notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery writing to Licensee of the noticedefault. Licensor shall then have 30 days to cure the default. If Licensee does not effect a cure to Licensor's satisfaction, the chief executive officers of Licensor and Licensee shall, within the following 15 days, confer in good faith disputes that for the purpose of satisfactorily resolving the default. If a resolution satisfactory to Licensor has a valid basis for terminationis not achieved within said 15 days, the parties agree promptly to submit the dispute to a non-binding one day mediation session held in San Francisco, California through Judicial Arbitration & Mediation Services/Endispute, Inc. ("JAMS") under the then existing JAMS Rules of Practice and Procedure by a mediator mutually selected by the parties or, if no agreement can be promptly reached on the selection of a mediator, then by the procedures for selecting a mediator set forth in such rules. The mediation session shall resolve take place no later than 30 days from the appointment of a mediator. If such dispute mediation is unsuccessfiil in accordance with resolving the resolution procedures referred dispute, either party may then take whatever legal actions it deems appropriate, including, without limitation, seeking judicial relief, and/or terminating this Agreement. In the event that Licensor terminates this Agreement as a result of a breach by Licensee as described in this Section 4.2(b) neither Licensor nor any of its licensees may use the Licensed Marks for the purpose of operating an on-line retail pet supply business for a [*]. During such [*], internet domain traffic to the ▇▇▇▇▇▇▇▇.▇▇▇ URL will be redirected in Section 11(p)a manner satisfactory to both parties to an alternative domain name to be selected by Licensee. (c) Nothing in this Section Licensor shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled have the right to terminate this Agreement on account and the license granted hereunder by giving written notice to Licensee if any other retail mass merchandiser or specialty pet supply retailer beneficially owns, direct or indirectly, fifteen percent (15%) or more of the then outstanding common stock equivalents or total voting power of Licensee. For purposes of this Section 4.2(b): (i) the term beneficial ownership shall have the meaning set forth in Section 13(d) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; (ii) the term total voting power shall [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. mean, at any time, the total number of votes that may be cast in the election of directors of Licensee at any meeting of the holders of voting securities held at such breachtime for such purpose; and (iii) the term voting securities shall mean the common stock of Licensee and any other securities issued by Licensee having the power to vote in the election of directors of Licensee, including without limitation any securities having such power only upon the occurrence of a default or any other extraordinary contingency. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee Licensor shall have the right to continue terminate this Agreement and the license granted hereunder by giving written notice to dispose Licensed if Licensee ceases use of the licensed ▇▇▇▇ PETSMART as a URL entirely or as its then existing inventory of Licensee Products dominant URL for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee30 days. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement In addition to the other termination rights contained herein, Licensor may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of terminate this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement without prejudice to any person other than a wholly-owned subsidiary rights it may have, whether at law or at equity, upon the occurrence of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of the following events (each, a “Default”): i. Licensee holding more than forty percent (40%) of its consolidated assets shall occur breaches Sections 2(a), 2(j)(ii), 8 or 19 and be continuing. (b) To effect has not cured the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than breach within thirty (30) days after the date receipt of delivery to Licensee of the notice. If Licensee in good faith disputes that written notice from Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach.; ii. Licensee fails to maintain in full force and effect, the insurance referred to herein below and such failure is not cured within thirty (d30) Upon days after receipt of written notice from Licensor of such failure; iii. Licensee fails to make any payments due hereunder on the termination date due two or more times in any one calendar year and such failure is not cured within thirty (30) days after receipt of this Agreementwritten notice from Licensor of such failure; iv. Licensee fails to promptly, all rights fully and timely deliver any of the accounting statements required herein, or fails to give access to the books and records pursuant to the provisions hereof and such failure is not cured within thirty (30) days after receipt of written notice from Licensor of such failure; v. immediately upon written notice, if any governmental agency or other administrative body, office or official vested with appropriate authority obtains or issues a final, non-appealable judgment or ruling which determines that the Authorized Products are harmful or defective in any material way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws or regulations, or in a manner likely to cause harm; vi. immediately upon written notice, if Licensee does any act or conducts itself in any manner that, in Licensor’s reasonable opinion, is offensive to standards of decency of the predominance of the applicable public, morality or social propriety resulting in public scandal or ridicule, or is disparaging to Licensor, Artist, the Authorized Trademark or Licensor’s or Artist’s products or services including, without limitation, the Authorized Products; vii. immediately upon written notice, if Licensee or any parent entity of Licensee granted hereunder shall terminateis unable to pay its respective debts as they become due or Licensee or any parent entity of Licensee defaults on any indebtedness and does not cure such default within thirty (30) days of Licensor’s written notice of same; or viii. Notwithstanding immediately upon written notice, if Licensee pledges, encumbers, grants a security interest in, or permits any lien (whether arising by operation of law or otherwise) to exist with respect to all or any part of the Authorized Trademark or this Agreement (or any revenue stream attributable to any of the foregoing) in connection with, Licensee shall have the right to continue to dispose or as a part of, any obligation (contractual or otherwise), or as collateral or security for, any liability or indebtedness (public or private), in any case of its then existing inventory Licensee, any affiliate or related party of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licenseeor any other person. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement Licensor may be terminated terminate this License in accordance with the next following sentence if Licensee fails to make any required royalty payments or deliver any required royalty statements. In the event Licensee does not cure such failure within 15 calendar days after receipt from Licensor of a written notice indicating Licensor's intention to terminate this License pursuant to this Section 8.1, then Licensor may terminate this License not earlier than 60 calendar days following the expiration of such 15-day period by giving Licensor ifwritten notice of such termination. (b) In addition, Licensor may terminate this License by giving Licensee written notice if either of the following events occurs: (i) a majority of the issued and outstanding voting stock of Licensee shall (x) willfully, intentionally and in bad faith breach any material provision is acquired by a Competitor of this Agreement Licensor or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable by an Affiliate of cure; a Competitor of Licensor or (ii) under either clause (x) Licensee merges with or (yconsolidates with a Competitor of Licensor or an Affiliate of a Competitor of Licensor, and a majority of the board of directors of the surviving corporation in such merger or consolidation does not consist of persons designated by Licensee. For purposes of this Section 8.1(b), a "Competitor of Licensor" shall be defined as any person, corporation or entity that manufactures and sells products of a type that are also manufactured and sold by Licensor (such breach is capable types of cureproducts being referred to herein as the "Overlapping Products"), Licensor has given written notice but only if (A) the Overlapping Products are directly competitive and (B) the revenues derived from the sale of Overlapping Products by each of such breach to Licenseeperson, corporation or entity, on the one hand, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assignLicensor, delegate or otherwise transfer any on the other hand, exceeded 15% of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of total revenues for its consolidated assets shall occur and be continuing. (b) To effect the termination most recently completed fiscal year. For purposes of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for terminationSection 8.1(b), the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee term "Affiliate" shall have the right to continue to dispose meaning ascribed such term in Rule 405 promulgated under the Securities Act of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee1933, as amended. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Except as hereinafter provided, failure of Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and a default by Licensee hereunder within seven (i7) under clause (x), such breach is not capable days from the date of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given a written notice of such breach default mailed or delivered to Licensee, and which notice states such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee default, shall willfully and intentionally and in bad faith purport give Licensor good cause to assign, delegate terminate this Addendum. Termination shall be accomplished by mailing or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver delivering to Licensee a written notice of termination, which notice shall specify state the basis therefor grounds therefore and shall be effective (i) immediately in reasonable detail and any case of voluntary abandonment of this Addendum by Licensee or conviction of Licensee of an effective date of termination not less than thirty offense -14- directly related to the business conducted hereunder; or (30ii) sixty (60) days after the date of delivery such notice of termination in all other cases; provided, however, that notwithstanding any other provision of this Paragraph 10, this Addendum may be terminated immediately upon failure of Licensee to cure within twenty-four (24) hours of notice thereof any default under this Addendum which materially impairs the good will associated with any of the Trademarks. In addition to the foregoing, this Addendum may be terminated, by Licensor upon any ground or by any shorter period of notice (but not less than seven days except as provided above) as may be expressly permitted from time to time by applicable law or regulation. The provisions of any applicable law or regulation prescribing permissible grounds, or minimum periods of notice, for termination of this franchise shall supersede any provision of this Addendum that is less favorable to Licensee than such law or regulation. This Addendum shall terminate automatically without notice or any act by any party upon any termination or expiration of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures Licensee's "Dairy Queen" franchise agreement referred to in Section 11(p)Paragraph 1.1. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement In addition to the other termination rights contained herein, Licensor may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of terminate this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement without prejudice to any person other than a wholly-owned subsidiary rights it may have, whether at law or at equity, upon the occurrence of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of the following events (each, a “Default”): i. Licensee holding more than forty percent (40%) of its consolidated assets shall occur breaches Sections 2(a), 2(j)(ii), 8 or 19 and be continuing. (b) To effect has not cured the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than breach within thirty (30) days after the date receipt of delivery to Licensee of the notice. If Licensee in good faith disputes that written notice from Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach.; ii. Licensee fails to maintain in full force and effect, the insurance referred to herein below and such failure is not cured within thirty (d30) Upon days after receipt of written notice from Licensor of such failure; iii. Licensee fails to make any payments due hereunder on the termination date due two or more times in any one calendar year and such failure is not cured within thirty (30) days after receipt of this Agreementwritten notice from Licensor of such failure; iv. Licensee fails to promptly, all rights fully and timely deliver any of the accounting statements required herein, or fails to give access to the books and records pursuant to the provisions hereof and such failure is not cured within thirty (30) days after receipt of written notice from Licensor of such failure; v. immediately upon written notice, if any governmental agency or other administrative body, office or official vested with appropriate authority obtains or issues a final, non-appealable judgment or ruling which determines that the Authorized Products are harmful or defective in any material way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws or regulations, or in a manner likely to cause harm; vi. immediately upon written notice, if Licensee does any act or conducts itself in any manner that, in Licensor’s reasonable opinion, is offensive to standards of decency of the predominance of the applicable public, morality or social propriety resulting in public scandal or ridicule, or is disparaging to Licensor, Artist, the Authorized Trademark or Licensor’s or Artist’s products or services including, without limitation, the Authorized Products; vii. immediately upon written notice, if Licensee or any parent entity of Licensee granted hereunder shall terminateis unable to pay its respective debts as they become due or Licensee or any parent entity of Licensee defaults on any indebtedness and does not cure such default within thirty (30) days of Licensor’s written notice of same; or viii. Notwithstanding immediately upon written notice, if Licensee pledges, encumbers, grants a security interest in, or permits any lien (whether arising by operation of law or otherwise) to exist with respect to all or any part of the Authorized Trademark or this Agreement (or any revenue stream attributable to any of the foregoing) in connection with, Licensee shall have the right to continue to dispose or as a part of, any obligation (contractual or otherwise), or as collateral or security for, any liability or indebtedness (public or private), in any case of its then existing inventory Licensee, any affiliate or related party of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of or any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).other person