Common use of Terms and Termination Clause in Contracts

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice, and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without notice. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Name.

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate on the fifth (5th) anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five (5) year periods after the initial Expiration Date (each of which periods (ai) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (bii) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereofSection V. A., Licensor may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice, and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A Section V. A. and B aboveV. B., if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's ’s business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without notice. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name Trademarks and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appearsTrademarks appear, and furthermore will at no time adopt or use, without Licensor's ’s prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with any of the Trade NameTrademarks. E. If Licensor terminates this Agreement pursuant to this Section V, then Licensor shall provide Licensee with a reasonable opportunity to transition from its then existing use of the Trademarks to any other trademarks, logos or trade names as Licensee deems appropriate, as long as those trademarks, logos and trade names do not infringe upon the Trademarks. In no event shall the transition period be more than thirty (30) days from the date of termination of this Agreement (the Transition Period”). During the Transition Period: (a) Licensee agrees that it will not initiate any new use or expand its existing use of the Trademarks; and (b) Licensor agrees not to pursue any claims of infringement against Licensee for its continued use of the Trademarks, provided that Licensee (and any sublicensee) are otherwise in compliance with the surviving terms of this Agreement.

Terms and Termination. A. The initial term (Term of this Service will be stated on the “Service Agreement. At the end of the Initial Term”) of , this Agreement shall commence as of the Effective Date and, unless terminated earlier as provided below, will be automatically shall expire and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of which successive Term periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless ) until either party hereto elects not to renew and extend the term of terminates this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice which will commence at the start of the next billing cycle. Such written termination notice must be sent to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ and may be liable for Early Termination Charges as detailed in Section 9. Customer may terminate Services without liability for Early Termination Charges if Customer experiences Service Non- Availability, subject to the terms of the Service Level Guarantee and Commitment for that particular Service. Customer may also terminate this Agreement if WiLine fails to comply with any other WiLine obligation under this Agreement for 30 consecutive days after receiving written notice from Customer. In either case, Customer may terminate the affected Service only if Customer’s account is current before termination (i.e., no balance due more than 30 days) and Customer and Customer Equipment did not contribute to the Service Non-Availability or to WiLine’s failure to comply with this Agreement, either directly or indirectly. Customer may, however, terminate its Services at any time (with liability for Early Termination Charges) by written, 30-day notification in advance of the end of the next billing cycle. To terminate its Services, Customer must send a notice of cancelation to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ including the Service Agreement numbers which Customer is terminating. This Agreement will be immediately terminated, without notice, for a material breach, if Customer becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has Customer's assets assigned. Upon termination of this Agreement for any reason except for WiLine’s termination of the contract without cause or Customer’s termination due to a material default by WiLine and Licensee WiLine failed to cure within such notice period, WiLine may cancel any unfulfilled obligations and is entitled to collect all sums due resulting from such termination, including Early Termination Charges. WiLine may terminate this Agreement at its sole discretion or suspend all of any Services if: (a) Customer fails to take any action that we have requested in order for WiLine to install or activate the Service; (b) Customer fails to pay any amount owed to WiLine when due, and fails to pay all past due amounts within ten (10) days after notice from WiLine; (c) Customer fails to comply with the AUP described above; (d) Customer fails to perform or without cause upon comply with any other obligation under this Agreement, and does not perform and comply with that obligation within thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A after notice from WiLine; (e) WiLine determines at any time (in WiLine’s sole discretion) that Customer’s payment record, ability to make timely payments or credit worthiness has become unsatisfactory; (f) Customer is involved in or is the subject of any change-in-control, including sales of Customer’s stock or assets, reorganization or merger. If WiLine elects to terminate this Agreement or any Services, Customer must pay Early Termination Charges as described below. If WiLine elects to suspend any Services, Customer must pay all resumption and B above, if Licensee makes other charges described in the following section. If WiLine elects to suspend Services under any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed circumstances pursuant to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement, then to resume those Services, Customer must first pay all past due and other applicable charges, including any late payment fees and other fees describe above, and a resumption fee of $100. Before WiLine resumes Services, WiLine may request satisfactory assurances from Customer’s future ability to pay for Services in a timely manner, even if Customer has paid the required resumption fee and other amounts. Those assurances may include a one-month advanced payment for future Services. If Customer fails to provide satisfactory assurances (in WiLine’s sole discretion) or if Licensee changes its name Customer fails to promptly make all required payments to resume Services, then Customer will be considered to have terminated this Agreement. At such time, Customer must pay Early Termination Charges, in whole or in partaddition to all other amounts owed under this Agreement. At WiLine’s sole discretion, Licensor may terminate should this Agreement immediately without notice. D. Upon be terminated, Customer will return the IP Address and all of the WiLine Equipment in good working order, wear and tear excepted within 30 days of termination or expiration of this Agreementfor any reason with an RMA issued by WiLine. WiLine may remove WiLine Equipment as Customer requests in accordance with its then standard prices and terms and conditions. If Customer fails to return WiLine Equipment, the License granted hereunder shall immediately and automatically terminate, and Licensee Customer agrees to immediately discontinue any and all use of provide access to the Trade Name and Site for WiLine to deliver up to Licensorremove WiLine Equipment at Customer's expense at WiLine's request, or its duly authorized representativesto pay for the WiLine Equipment at the manufacturer's MSRP. Customer will also pay WiLine for any WiLine Equipment damaged or lost, all signagenormal wear and tear excepted. WiLine is not responsible for holes, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which WiLine Equipment customer elects to ask WiLine to leave on the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade NameSite after de-installation.

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate on the twenty-fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, in the case of a Change of Control Event, Licensor may shall have the right to terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written noticenotice to Licensee, provided, however, that if Licensor terminates this Agreement pursuant to this Subparagraph B, then Licensor shall provide Licensee with a reasonable opportunity to transition from its then existing use of the Trademark to any other trademarks, logos or trade names as Licensee deems appropriate, as long as such trademarks, logos and trade names do not infringe upon the Trademark. Such transition period shall be no more than ninety (90) days from the date of termination of this Agreement (the “Transition Period”). During the Transition Period, (i) Licensee agrees that it will not initiate any new use or expand its existing use of the Trademark, and (ii) Licensor agrees not to pursue any claims of infringement against Licensee may terminate this Agreement at for its sole discretion continued use of the Trademarks, provided that Licensee (and any Sublicensee) are otherwise in compliance with or without cause upon thirty (30) days prior written noticethe surviving terms of this. C. If Licensor reasonably determines that Licensee is engaging in conduct or activities that materially dilute or damage the value of the goodwill associated with the Trademark, Licensor shall provide written notice of such conduct or activities of Licensee, which notice shall explain in reasonable detail the nature of such conduct or activities. If Licensee fails to cease or cause to have ceased such conduct or activities as promptly as reasonably practicable and no later than sixty (60) days from receipt of such notice, or such longer period as the parties may mutually agree, Licensor may immediately terminate this Agreement. Such cure periods shall not be available in the event of a repeated breach as a result of intentional conduct or the failure to implement reasonable standards or controls to prevent such repeated breach. D. Notwithstanding Subparagraphs A and A, B or C above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without notice. D. E. If Licensor reasonably determines that Licensee has materially breached any provision of this Agreement, Licensor shall provide written notice of breach to Licensee, which notice shall provide reasonable details as to the nature of the breach. If Licensee fails to cure such breach as promptly as reasonably practicable and no later than sixty (60) Days from receipt of such notice, or such longer period as the parties mutually agree, Licensor may immediately terminate this Agreement. Such cure period shall not be available in the event of a repeated breach as a result of intentional conduct or the failure to implement reasonable standards or controls to prevent such repeated breach. F. In the event Licensee ceases the use of the Trademark for a period of nine (9) months, this Agreement shall immediately terminate without further notice. G. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name Trademark and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appearsTrademark appear, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade NameTrademark.

Terms and Termination. A. The initial term (a) This agreement is in effect for one (1) year from the “Initial Term”date first written above. Upon the mutual written consent of both parties, the Agreement may be renewed for successive periods of one (1) year. Absent any such written consent, this Agreement may only be terminated as provided below. ZOOM shall have no obligation to accept any order from DISTRIBUTOR after termination or notice of termination of this Agreement shall commence as for any reason. Acceptance of any order from DISTRIBUTOR or any sale made to DISTRIBUTOR by ZOOM after the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate on the fifth anniversary expiration of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the any term or after notice of termination or termination of this Agreement automatically for any reason as set forth below shall not be construed as a renewal or extension hereof, nor as a waiver of any notice of termination, but in the absence of a new agreement covering such offers or sales signed on behalf of ZOOM, each such order and sale shall be renewed deemed an individual purchase order governed by ZOOM'S general terms and extended for consecutive five year periods after the initial Expiration Date (each conditions of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and sale. (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either Either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with agreement for material defaults or without cause upon the other party, effective thirty (30) days prior following written noticenotice to the defaulting party, and Licensee unless, within said thirty (30) days, the party receiving notice remedies the default. (c) ZOOM may terminate this Agreement at its sole discretion with Agreement, effective immediately upon given notice to DISTRIBUTOR, in the event that (I) proceedings are instituted by DISTRIBUTOR in bankruptcy, reorganization, receivership, or without cause upon dissolution and such proceedings have not been dismissed or otherwise terminated within sixty (60) days following the date they were initiated; or (iii) DISTRIBUTOR makes an assignment for the benefit of creditors. (d) ZOOM may terminate this Agreement, effective thirty (30) days prior following written noticenotice to DISTRIBUTOR, IF (i) DISTRIBUTOR fails to submit purchase orders for, and pay ZOOM in full for PRODUCTS for the minimum amounts set forth in Section 7 above or (ii) ZOOM does not consent to DISTRIBUTOR'S activities pursuant to Section 18 above. C. Notwithstanding Subparagraphs A (e) Upon termination of this Agreement by either party, DISTRIBUTOR will discontinue marketing the PRODUCTS and B ZOOM will have the option, which may be exercised by notice to DISTRIBUTOR within fourteen (14) days following the effective date of termination, to repurchase any or all of DISTRIBUTOR'S remaining inventory of the PRODUCTS at the invoice price. If ZOOM does not elect to repurchase DISTRIBUTOR'S remaining inventory as provided above, if Licensee makes DISTRIBUTOR may sell any assignment PRODUCTS remaining in its inventory. (f) If this Agreement is terminated, then the party terminating the Agreement shall not be liable to the other for any damages, indemnification's, expenditures, loss of assets profits or business for prospective profits of any kind sustained or alleged to have been sustained or arising out of such Agreement, both parties hereby irrevocably waiver any such rights granted by the benefit laws of creditors, if a trustee their respective countries or receiver is appointed to administer of any other jurisdiction. Both parties hereby covenant and agree that they will bring no action or conduct Licensee's business or affairs, if Licensee is adjudged proceeding of any nature whatsoever in any legal court, before any tribunal, or under any arbitration proceeding to be either a voluntary providing for herein, seeking or involuntary bankruptclaiming any such damages, if Licensee fails to comply with any provision indemnification, expenditures, loss of profits or prospective profits. Each party recognizes and acknowledges that the other party is entering into this Agreement in reliance upon and in consideration of the agreements and covenants contained herein. (g) Sections 4,8,9,10,11,12,13,15,17,19,21,22,23 and 24 shall all survive termination of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without notice. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Name.

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as of the Effective Date and13.1 Subject to Articles 13.2, unless terminated earlier as provided below, automatically shall expire 13.3 and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing13.4 hereinbelow, the term of this Agreement automatically AGREEMENT shall extend from the Effective Date set forth hereinabove to (i) the full end of the term or terms for which PATENT RIGHTS have not expired, or (ii)d if only TECHNOLOGY RIGHTS are licensed and no PATENT RIGHTS are applicable, for a term of fifteen (15) years. 13.2 BOARD and MDA shall have the right at any time after one (1) year from the EFFECTIVE DATE of this AGREEMENT to terminate the license granted herein in any national political jurisdiction within the LICENSED TERRITORY if LICENSEE, within ninety (90) days after written notice from MDA of such intended termination, fails to provide written evidence satisfactory to MDA that LICENSEE has commercialized or is actively and effectively attempting to commercialize an invention licensed hereunder within such jurisdiction(s). Accurate, written evidence provided by LICENSEE to MDA within said ninety (90) day period that LICENSEE has an effective, ongoing and active research, development, manufacturing, marketing, or sales program, as appropriate, directed toward obtaining regulatory approval and/or production and/or sale of LICENSED PRODUCTS incorporating PATENT RIGHTS or incorporating TECHNOLOGY RIGHTS within such jurisdiction shall be renewed and extended for consecutive five year periods after deemed satisfactory evidence. 13.3 Subject to any rights herein which survive termination, this AGREEMENT will earlier terminate in its entirety: (A) automatically if LICENSEE shall become bankrupt or insolvent and/or if the initial Expiration Date (each business of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter LICENSEE shall be referred to herein as placed in the hands of a “Renewal Term”)receiver or trustee, unless either party hereto elects not to renew and extend the term whether by voluntary act of this Agreement by delivering notice of such election to the other on LICENSEE or before the ninetieth otherwise; or (90thB) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause (i) upon thirty (30) days prior written noticenotice by MDA if LICENSEE shall breach or default on the payment obligations of ARTICLE IV, or use of name obligations of ARTICLE X; or (ii) upon ninety (90) days written notice by MDA if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may avoid such termination if before the end of such thirty (30) or ninety (90) day period if LICENSEE provides notice and Licensee may terminate this Agreement accurate, written evidence satisfactory to MDA that such breach has been cured and the manner of such cure; or. (C) at its sole discretion with any time by mutual written agreement between LICENSEE, MDA and BOARD, or without cause upon thirty one hundred eighty (30180) days prior written noticenotice by LICENSEE to MDA and, subject to any terms herein which survive termination. C. Notwithstanding Subparagraphs A 13.4 Upon termination of this AGREEMENT for any cause: (A) nothing herein shall be construed to release either party of any obligation matured prior to the effective date of such termination. (B) LICENSEE covenants and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding agrees to be either a voluntary or involuntary bankruptbound by the provisions of ARTICLES IX, if Licensee fails to comply with any provision X AND XI of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without noticeAGREEMENT. D. Upon (C) LICENSEE may, after the termination or expiration effective date of such termination, sell all LICENSED PRODUCTS and parts therefore that it may have on hand at the date of termination, provided that LICENSEE pays the earned royalty thereon and any other amounts due pursuant to ARTICLE IV of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade NameAGREEMENT.

Terms and Termination. A. The initial term (13.1 This Agreement shall become effective on the “Initial Term”) date hereof and shall remain in effect for a period of ten years per Licensed Product starting on the date such Licensed Product becomes available for sale in commercial quantities, unless earlier terminated in accordance with the provisions of this Agreement. Thereafter, this Agreement shall commence as of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five to each Licensed Product from year periods after the initial Expiration Date (each of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), year unless either party hereto elects not to renew and extend the term of this Agreement by delivering gives notice of such election termination to the other on or before party at least one hundred and twenty days prior to the ninetieth (90th) day preceding the then scheduled expiration expiry of the Initial Term initial term or applicable Renewal Termof any renewal term. 13.2 Either party may, by notice in writing to the other party, terminate this Agreement if such other party shall have breached any of its material duties or obligations under this Agreement (other than the obligations of PPI to pay to SANO any amount due to SANO hereunder [whether on account of Additional Consideration, the price for the Licensed Products or otherwise] or to provide SANO with the reports or information contemplated in Section 11.2 or 11.3 hereof) and such breach shall remain uncured for at least sixty days after the aggrieved party shall have given notice of the breach to the other party. 13.3 SANO may, by notice in writing to PPI, terminate this Agreement if PPI fails to pay to SANO any amount payable by PPI to SANO hereunder, whether on account of the Additional Consideration, the purchase price for the Licensed Products, interest or otherwise, as and when the same shall have become due and payable or PPI shall have failed to deliver (or caused to be delivered, as the case may be), in timely fashion, the reports or information contemplated in Section 11.2 or 11.3 hereof, and in either case, such breach shall have continued unremedied for a period of twelve business days after written notice of such breach has been given by SANO to PPI; provided that PPI shall not have the right to such twelve-day grace period within which to cure such default and SANO shall have the immediate right to terminate the Agreement for such breach if PPI shall have previously breached Section 11.2 or 11.3, or failed to remit any sums of at least $10,000.00 to SANO, when due, in the aggregate, one time in the twelve month period immediately preceding the default in question. B. Notwithstanding Subparagraph A hereof, Licensor 13.4 Either party may terminate this Agreement at on thirty days prior written notice to the other party if such party or the other party is legally prohibited from performing its sole discretion with obligations hereunder (other than by reason of a breach of its obligations hereunder) or without cause upon becomes (or, in the case of PPI, its Affiliate becomes) an Ineligible Person (and, where the party purporting to terminate the Agreement is also the party prohibited from performing or it or its Affiliate is the Ineligible Person, it [or its Affiliate, as the case may be] has made diligent good faith best efforts to remove the prohibition or its status as an Ineligible Person) and such prohibition or status as an Ineligible Person shall have continued uninterrupted for a period of 120 days. 13.5 Either party may terminate this Agreement in respect of a particular Licensed Product (the "Specific Product"), but this Agreement shall continue in respect of any other Licensed Product, on thirty (30) days prior written noticenotice to the other party (which notice must be delivered within 90 days of the expiration of the applicable contract year) if the aggregate Net Sales of the Specific Product made by PRI and its Affiliates for any complete contract year after the second anniversary of the date on which such Specified Product became available for sale shall be less than the amounts stated in or determined pursuant to Section 13.8; provided, however, SANO may not terminate with respect to any Specific Product pursuant to this Section 13.5 without the consent of PPI in the event that SANO shall have previously terminated the exclusive nature of the Right pursuant to Section 13.8 and Licensee shall be selling, directly or indirectly, such Licensed Product in the United States. 13.6 Either party may terminate this Agreement at its sole discretion in accordance with or without cause upon thirty (30) days prior written noticethe provisions of Section 15.1 hereof. C. Notwithstanding Subparagraphs A and B above13.7 PPI or SANO shall have the right to terminate this Agreement upon written notice to the other in the event that any one or more of the following events shall become applicable to such other party (herein referred to as the "Party"): (a) an order is made or a resolution or other action of such Party is taken for the dissolution, if Licensee liquidation, winding up or other termination of its corporate existence; (b) the Party commits a voluntary act of bankruptcy, becomes insolvent, makes any an assignment of assets or business for the benefit of creditorsits creditors or proposes to its creditors a reorganization, arrangement, composition or readjustment of its debts or obligations or otherwise proposes to take advantage of or shelter under any statute in force in the United States for the protection of debtors; (c) if any proceeding is taken with respect to a trustee compromise or arrangement, or to have such Party declared bankrupt or to have a receiver appointed in respect of such Party or a substantial portion of its property and such proceeding is instituted by such Party or is not opposed by such Party or if such proceeding is instituted by a Person other than such Party, such Party does not proceed diligently and in good faith to have such proceeding withdrawn forthwith; (d) a receiver or a receiver and manager of any of the assets of such Party is appointed and such receiver or receiver and manager is appointed not removed within ninety days of such appointment; (e) such Party ceases or takes steps to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding cease to be either a voluntary or involuntary bankrupt, if Licensee fails carry on its business. SANO shall similarly have the right to comply with any provision of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without noticeupon written notice to PRI if any of the foregoing events becomes applicable to any Affiliate of PRI that has been expressly assigned obligations under this Agreement. D. Upon (a) If (i) in the twenty-four (24) month period (such period being herein referred to as the "A Period") beginning on the date (the "A Commencement Date") the first of any shipments of Licensed Product "A" is made available to PPI hereunder, the CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERIKS DENOTE SUCH OMMISSION aggregate Net Sales of Licensed Product "A" for such A Period is less than the Product Sales Threshold (as hereinafter defined); (ii) in the twenty-four (24) month period (such period being herein referred to as the "B Period") beginning on the date (the "B Commencement Date") the first of any shipments of Licensed Product "B" is made available to PPI hereunder, the aggregate Net Sales of Licensed Product "B" for such B Period is less than the Product Sales Threshold; or (iii) in any twenty-four (24) month period (such period being herein referred to as the "C Period") beginning on the date (the "C Commencement Date") the first of any shipments of Licensed Product "C" is made available to PPI hereunder, the aggregate Net Sales of Licensed Product "C" for such Period is less than [*****]; (iv) in any twelve month period commencing on the second and each subsequent anniversary of the A Commencement Date or the B Commencement Date the Net Sales of the relevant Licensed Product sold by PPI and its Affiliates in such period is less than the Product Sales Threshold; or (v) in any twelve month period commencing on the second and each subsequent anniversary of the C Commencement Date, the Net Sales of Licensed Product "C" sold by PPI and its Affiliates in such period is less than [*****]; and the shortfall in sales cannot be attributable primarily to the fault of SANO, SANO shall have the right to convert PPI's Right hereunder from an exclusive to a non-exclusive right to distribute such Licensed Product upon ninety days prior written notice to PPI. As used herein, as to any Licensed Product, the Product Sales Threshold shall mean an amount reasonably agreed upon by PPI and SANO after consideration of relevant market factors and conditions, provided that if PPI CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERIKS DENOTE SUCH OMMISSION and SANO shall fail or be unable to agree as to any Licensed Product for any period in question, the Product Sales Threshold for such period and Licensed Product shall be [*****]. (b) Notwithstanding the exercise by SANO of its right pursuant to Section 13.8(a) hereof, and the resultant conversion of PPI to a non-exclusive distributor hereunder, PPI shall have the right to sell the Licensed Products on a non-exclusive basis on the terms and conditions as set forth herein, except as provided otherwise in this Paragraph 13.8, during the balance of the term of the Agreement (subject to earlier termination as herein provided) and SANO shall continue to supply the Licensed Products to PPI in accordance with the provisions hereof, provided that the obligation of SANO to use its reasonable best efforts to supply PPI with its requirements of the Licensed Products shall take into account PPI's requirements as well as the requirements of SANO and any other third party distributor or distributors appointed by SANO to sell the Licensed Products in the United States. (c) In the event that SANO exercises its rights under Section 13.8(a) and contemporaneously therewith or subsequent thereto enters into an agreement with any Person (herein referred to as a "Third Party Licensee"), authorizing or licensing such Third Party Licensee to sell any of the Licensed Products in the United States on royalty, payment or other cash equivalent or otherwise readily economically measured terms more favorable to the Third Party Licensee (such more favorable terms being herein referred to as the "MFP") then: (i) SANO shall promptly notify PPI of such agreement and shall describe in the notice both the MFP and any obligations, duties, undertakings or other consideration to be provided by the Third Party Licensee; and (ii) PPI shall have thirty days from the date of receipt of such notice to notify SANO whether PPI desires to have the benefit of the MFP, which can be accepted only if PPI shall agree (to the extent not already assumed in this Agreement) to any additional obligations, duties, or undertakings, and to provide any consideration to be provided by the Third Party Licensee. PPI's entitlement to seek the benefit of the MFP shall be conditioned upon and subject to PPI assuming and being capable of fully performing all the non-cash obligations assumed by the Third Party Licensee in a manner substantially as valuable to SANO. If PPI shall dispute such assessment, PPI shall so notify SANO, whereupon the issue shall be deemed to be a dispute between the parties and subject to resolution pursuant to Section 15.2 hereof. 13.9 Notwithstanding the termination or expiration of this Agreement pursuant to this Article XIII or any other provision of this Agreement, all rights and obligations which were incurred or which matured prior to the License granted effective date of termination or expiration, including accrued Additional Consideration and any cause of action for breach of contract, shall survive termination and be subject to enforcement under the terms of this Agreement. Termination of this Agreement shall not affect any duty of PPI or SANO existing prior to the effective date of termination or expiration and which is, whether or not by expressed terms, intended to survive termination. Without limiting the generality of the foregoing, termination shall not affect any duty to keep confidential any Confidential Information (within the meaning of Section 14.4 hereof) disclosed by one party to the other (or its Affiliate) as contemplated in Section 14.4 hereof, but rather such Confidential Information shall be held by the receiving party subject to such restrictions on use and disclosure as provided in the said Section. 13.10 Upon termination of this Agreement by PPI pursuant to Section 13.2 or 13.7 or pursuant to Section 13.4 as a result of SANO's inability to perform its obligations hereunder shall immediately or becoming an Ineligible Person or the termination of this Agreement by SANO pursuant to Section 13.5 hereof, SANO shall, at the request of PPI, repurchase all Licensed Products then in the possession, custody or control of PPI and automatically terminate, available for sale (and Licensee agrees to immediately discontinue any which have not been adulterated since they were made available for pick up by PPI) and all use packaging material in the possession, custody or control of PPI which were specifically acquired by PPI for these Licensed Products and which cannot be used by PPI or its Affiliates for any other products sold by any of them, at the price originally paid by PPI therefor plus all transportation costs previously incurred (even if not yet paid) by PPI payable in cash on delivery by PPI to SANO. SANO shall pay all transportation costs associated with shipping the repurchased Licensed Product to SANO or to such other places SANO may require. 13.11 In the event that this Agreement is terminated pursuant to the provisions of Section 13.4 hereof as a result of a party (herein referred to as the "Prohibited Party") being unable to perform its obligations hereunder as therein contemplated or having become (or its Affiliate having become) an Ineligible Person and within twelve (12) months of the Trade Name and effective date of termination of this Agreement the Prohibited Party is again able to deliver up to Licensor, perform its obligations hereunder or has ceased (or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely Affiliate has ceased) to be confusing an Ineligible Person, then the Prohibited Party shall, by notice in writing, advise the other party (herein referred to as the "Receiving Party") that it is no longer legally prohibited from performing its duties and obligations hereunder or that it has ceased (or that its Affiliate has ceased) to be an Ineligible Person and the Receiving Party shall have the right, to be exercised by notice in writing given to the Prohibited Party within thirty (30) days of receipt of the aforesaid notice from Prohibited CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERIKS DENOTE SUCH OMMISSION Party, to reinstate this Agreement; provided, however, that if the Prohibited Party is PPI then SANO shall have the right to reinstate this Agreement as if a proper notice had been given pursuant to Section 13.8 of this Agreement and PPI shall be reinstated on a non-exclusive basis, but only to the extent that such reinstatement will not violate the provisions of any agreement SANO shall have entered into during the period PPI was a Prohibited Party. 13.12 If SANO terminates this Agreement pursuant to Section 13.2, 13.3 and 13.7 hereof then PPI shall not and shall cause its Affiliates not to, for a period of twelve (12) months following the effective date of termination, sell in the United States any Competitive Product. 13.13 In the event that SANO terminates this Agreement in respect of a Specific Product pursuant to Section 13.5 hereof, SANO shall, at the request of PPI, make available to PPI within a reasonable period of time of such termination, such number of units of such Specific Product as shall be equal to the net number of units of such Specific Product sold by PPI during the entire contract year immediately preceding the year in which this Agreement is so terminated or such lesser number of units of each such Specific Product as PPI shall advise SANO in writing within ten business days of such termination. Such Specific Product shall be made available to PPI in accordance with the Trade Nameprovisions of this Agreement and the provisions of this Agreement shall apply to all such Specific Product as if such Specific Product had been supplied by SANO during the term of this Agreement. (a) If SANO has not received an approval of an ANDA for Licensed Product A prior to the later of [*****] PPI may terminate this Agreement with respect to Licensed Product A by providing SANO with written notice of such termination and neither party shall have any obligation hereunder with respect to Licensed Product A other than applicable CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERIKS DENOTE SUCH OMMISSION confidentiality provisions and the payment by SANO described in the following sentence. In the event of such termination, SANO shall pay PPI the sum of (i) [*****

Terms and Termination. A. The initial term This Agreement shall become effective and shall continue in force for the subscription period (one month, i.e. from the “Initial Term”) subscription day to one day before the corresponding day of the next month, or if there is no such day, to the end of the next month. Except otherwise specified in the applicable form, all subscription shall automatically renew for additional subscription period subject to your payment for the subscription fee for the period. If you fail to pay the subscription fee, our Service will immediately cease. You can unsubscribe our Service by submitting the applicable form, and no refund will be available in this case. Despite of this clause 15, if your customers pay through iinvoice’s payment system after you have unsubscribed our Services, we will process the payments up to three month period from the date on which you have unsubscribed and this Agreement shall commence as of continue in force until the Effective Date and, unless terminated earlier as provided below, automatically shall expire date when all such transactions are settled and terminate on the fifth anniversary of the Effective Date (as may corresponding Fees are paid. An additional transaction fee will be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended charged for consecutive five year periods after the initial Expiration Date (each of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election transaction in addition to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor fee provided in our Product and Service Schedule for those transactions. iinvoice may terminate this Agreement at its sole discretion with or without cause agreement upon thirty giving seven (307) days prior written notice, and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged notice in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails writing where you fail to comply with any provision of obligation on its part to be performed pursuant to this Agreement, or if Licensee changes its name in whole or in part, Licensor . iinvoice may terminate this Agreement immediately without notice. D. Upon notice if, in the termination opinion of iinvoice, you utilise the Services in any unlawful, unconscionable or expiration improper manner. iinvoice may, in its absolute discretion, suspend your account and refuse to process any payments or remit payment to you if iinvoice, for any reason whatsoever, suspects that you have acted in an unlawful, unconscionable or improper manner in utilising the Services. For the avoidance of doubt, iinvoice may terminate any account suspended in accordance with this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or clause 15 in its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or usesole discretion, without Licensor's prior written consentlifting the suspension imposed in accordance with this clause. You hereby expressly release and indemnify iinvoice against any claim that you may have against iinvoice where iinvoice acts in accordance with this clause 15, including any wordclaim for damages, phrasewhether direct or consequential, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Namethat you may suffer as a result.

Terms and Termination. A. The initial 8.1. This Agreement will have a term of ten (10) years from the date VUZIX accepts and signs this Agreement (the “Initial Term”) of this Agreement shall commence as and following the end of the Effective Date and, unless terminated earlier as provided below, Initial Term will renew automatically shall expire and terminate on the fifth anniversary of the Effective Date for a successor One (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five 1) year periods after the initial Expiration Date period (each of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as such one-year period a “Renewal Term”), unless terminated by either party hereto elects not to renew and extend the term of Party. 8.2. Either Party may terminate this Agreement by delivering notice of such election to at the other on or before the ninetieth (90th) day preceding the then scheduled expiration end of the Initial Term or applicable any Renewal Term, by giving the other Party prior written notice of its intention to terminate this Agreement at least sixty (60) days before the end of the Initial Term or a Renewal Term, as the case may beapplicable. B. Notwithstanding Subparagraph A hereof8.3. If either Party becomes insolvent, Licensor is unable to pay its debt when due, files for bankruptcy, is the subject of involuntary bankruptcy (which is not dismissed within sixty (60) days of filing), has a receiver appointed, or has its assets assigned, the other Party may terminate this Agreement without notice and may cancel any unfulfilled obligations. 8.4. Either Party may immediately terminate this Agreement because of a material breach by the other Party of this Agreement unless such other Party cures the breach within sixty (60) days after having received written notice of such breach from the non-breaching Party, provided that if such breach is not susceptible of cure, this Agreement shall be terminated upon the giving of notice. 8.5. Upon termination of this Agreement for whatever reason, all amounts owed from RESELLER to VUZIX shall immediately become due. Upon termination, RESELLER will immediately cease to be an authorized VUZIX reseller. RESELLER shall not thereafter represent or hold itself out as an authorized VUZIX RESELLER or engage in any practices that might make it appear that RESELLER is still an authorized VUZIX RESELLER. Upon termination, and will refrain from using any VUZIX Trademark or name. Authorization of RESELLER and any of its authorized sub-resellers to use any VUZIX M▇▇▇ will cease upon such termination or expiration. 8.6. Upon termination of this Agreement by VUZIX without cause, VUZIX shall repurchase within a reasonable period of time from RESELLER, any or all Products then in the possession or under the control of RESELLER that are still unopened, in like new merchantable condition and in their original packaging. Such repurchase shall be made at the price paid for such Products by RESELLER, FOB RESELLER’s principal place of business, less any and all amounts then owing, for whatever reasons, from RESELLER to VUZIX. In the event that VUZIX fails to repurchase any or all such Products, in addition to any other remedies available to RESELLER for breach of this Section, RESELLER shall be entitled to sell such Products to any person or entity, whether or not in the Territory or the Exclusive Markets, pursuant to the terms and conditions of this Agreement as if this Agreement had not be terminated. 8.7. Acceptance of orders by VUZIX after notice of termination has been given shall be construed as separate transactions and shall not operate as a renewal or revival of this Agreement or as a waiver of such termination. VUZIX reserves the right for any reason and in its sole discretion with to accept or without cause upon thirty (30) days prior written noticereject, and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without noticeany such orders. D. Upon 8.8. All obligations concerning outstanding transactions, warranties, support, Products, intellectual property protection, limitations of liability and remedies, confidentiality, and the general terms and conditions will survive termination or expiration of this Agreement, except that the License granted hereunder provisions for confidentially will survive only through the periods set forth in this Agreement. 8.9. The Party terminating this Agreement pursuant to the express provisions hereof shall immediately and automatically terminate, and Licensee agrees not incur any liability to immediately discontinue any and all use the other Party by reason of termination of this Agreement either for compensation or damages on account of the Trade Name and to deliver up to Licensor, loss of present or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and prospective profits or expenditures or investments or for any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Namereason.

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice, and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's ’s business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement, or if Licensee changes its name in whole or in part, if Licensee ceases to be externally advised by IPC Alternative Real Estate Advisor, LLC (the “Advisor”) or an affiliate of the Licensor, or if the Advisor ceases to be an affiliate of the Licensor, Licensor may terminate this Agreement immediately without notice. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name Trademark and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name Trademark appears, and furthermore will at no time adopt or use, without Licensor's ’s prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with any of the Trade NameTrademark.

Terms and Termination. A. The initial term of this Agreement, unless sooner terminated as provided in this Agreement, shall be until the Termination Date; provided, however, that (the “Initial Term”A) of this Agreement shall commence as of the Effective Date and, automatically renew for one (1) year periods from year to year thereafter unless terminated earlier as provided below, automatically shall expire and terminate on the fifth Termination Date or at the end of any subsequent annual anniversary of the Effective Termination Date by either party by at least 60 days prior written notice to the other; and (as B) Lender may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of terminate this Agreement automatically (i) immediately by written notice to Borrowers in whole or only with respect to certain Inventory if any Borrower shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each lose or relinquish any right to sell or deal in any product line of which periods (a) shall commence as Inventory, or if Borrowers fail to pay any of the day immediately succeeding Objected Loans due to an objection to the then scheduled Expiration Dateterms of any Transaction Statement and Lender determines on a commercially reasonable basis that the Transaction Statement does not contain a bona fide error, or (ii) at any time by at least 60 days prior written notice to Borrowers, and (bC) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor Borrower 1 may terminate this Agreement at its sole discretion with or without cause upon thirty (30) any time by at least 60 days prior written notice, and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed notice to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision Lender. Upon termination of this Agreement, or all Liabilities to Lender (or, if Licensee changes its name in whole or in part, Licensor may terminate this Agreement is terminated only with respect to certain Inventory, Liabilities to Lender relative to such Inventory) shall become immediately due and payable without notice. D. notice or demand. Upon any termination, Borrowers shall remain liable to Lender for all Liabilities to Lender, including without limitation interest, fees, charges and expenses arising prior to or after the termination or expiration effective date of termination, and all of Lender’s rights and remedies and its security interest shall continue until all Liabilities to Lender are paid and all obligations of Borrowers are performed in full (other than contingent indemnification obligations), at which time Lender will release its liens and security interests in the Collateral. No provision of this AgreementAgreement shall be construed to obligate Lender to make any Loans at any time any Event of Default exists or will exist with the giving of notice, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use passage of the Trade Name and to deliver up to Licensortime, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Nameboth.”

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as of the Effective Date and13.1 Subject to Articles 13.2, unless terminated earlier as provided below13.3, automatically shall expire 13.4, and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing13.5 hereinbelow, the term of this Agreement automatically AGREEMENT shall extend from the Effective Date set forth hereinabove to the full end of the term or terms for which PATENT RIGHTS have not expired, and if only TECHNOLOGY RIGHTS are licensed and no PATENT RIGHTS are applicable, for a term of fifteen (15) years. 13.2 BOARD shall have the right at any time after one (1) year from the EFFECTIVE DATE of this AGREEMENT to terminate the license granted herein in any national political jurisdiction within the LICENSED TERRITORY if LICENSEE, within ninety days after written notice from BOARD of such intended termination, fails to provide written evidence satisfactory to BOARD that LICENSEE has commercialized or is actively and effectively attempting to commercialize an invention licensed hereunder within such jurisdiction(s). Accurate, written evidence provided by LICENSEE to BOARD within said ninety (90) day period that LICENSEE has an effective, ongoing and active research, development, manufacturing, marketing, or sales program, as appropriate, directed toward obtaining regulatory approval and/or production and/or sale of LICENSED PRODUCTS incorporating PATENT RIGHTS or incorporating TECHNOLOGY RIGHTS within such jurisdiction shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of deemed satisfactory evidence. 13.3 Subject to any rights herein which periods survive termination, this AGREEMENT will earlier terminate in its entirety: (a) automatically if LICENSEE shall commence as become bankrupt or insolvent and/or if the business of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter LICENSEE shall be referred to herein as placed in the hands of a “Renewal Term”)receiver or trustee, unless either party hereto elects not to renew and extend the term whether by voluntary act of this Agreement by delivering notice of such election to the other on LICENSEE or before the ninetieth otherwise; or (90thi) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written noticenotice by BOARD if LICENSEE shall breach or default on the payment obligations of ARTICLE IV, or use of name obligations of ARTICLE X; or (ii) upon ninety (90) days written notice by BOARD if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may avoid such termination if before the end of such thirty (30) or ninety (90) day period if LICENSEE provides notice and Licensee may terminate this Agreement accurate, written evidence satisfactory to BOARD that such breach has been cured and the manner of such cure; or. (c) at its sole discretion with any time by mutual written agreement between LICENSEE and BOARD, or without cause upon thirty one hundred eighty (30180) days prior written noticenotice by LICENSEE to BOARD, subject to any terms herein which survive termination. C. Notwithstanding Subparagraphs A 13.4 Upon termination of this AGREEMENT for any cause: (a) nothing herein shall be construed to release either party of any obligation matured prior to the effective date of such termination. (b) LICENSEE covenants and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding agrees to be either bound by the provisions of ARTICLES IX, X AND XI of this AGREEMENT. (c) LICENSEE may, after the effective date of such termination, sell all LICENSED PRODUCTS and parts therefore that it may have on hand at the date of termination, provided that LICENSEE pays the earned royalty thereon and any other amounts due pursuant to ARTICLE IV of this AGREEMENT. (d) LICENSEE grants to BOARD a voluntary or involuntary bankrupt, non-exclusive royalty bearing license with the right to sublicense others with respect to improvements made by LICENSEE (including improvements licensed by LICENSEE from third parties) in the LICENSED SUBJECT MATTER. LICENSEE and BOARD agree to negotiate in good faith the royalty rate for said non-exclusive license. BOARD's right to sublicense others hereunder shall be solely for purposes of permitting others to develop and commercialize the entire technology package. 13.5 This AGREEMENT shall automatically terminate if Licensee LICENSEE fails to comply with any provision deliver to MDA by September 1, 1996 (i) payment of this Agreement, pursuant to 4.1(a) hereinabove and (ii) notice that LICENSEE has legally binding funding commitments from its investors totaling or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without noticemore. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Name.

Terms and Termination. A. (a) The initial term (the “Initial Term”) of this Agreement shall commence as be five (5) years from the date of the Effective Date andexecution by both parties, unless terminated earlier as provided below, pursuant to this section or by parties in mutual written understanding. (b) This Agreement will be extended automatically shall expire and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, for the term of this Agreement automatically shall be renewed and extended for consecutive five one (1) year periods after at the initial Expiration Date (each of which periods (a) shall commence as expiry date. Desired adjustments, both from the side of the day immediately succeeding Licensor as well as the then scheduled Expiration DateLicensee, and (b) hereinafter shall will be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election notified to the other on or party ultimately 1 month before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may bedate. B. Notwithstanding Subparagraph A hereof(c) This Agreement shall be subject to termination or suspension at the election of Licensor, Licensor may terminate this Agreement at its sole discretion with by written notice to Licensee, where there has been a default in the due observance or without cause upon performance of any covenant, condition, warranty representation or agreement herein by Licensee, and such default has continued for a period of thirty (30) days prior after written noticenotice specifying the same shall have been given to Licensee by Licensor. In case of suspension, and Licensee may Licensor maintains the right to terminate this agreement. (d) This Agreement shall be subject to termination or suspension at its sole discretion with the election of Licensee, by written notice to Licensor, where there has been a default in the due observance or without cause upon performance of any covenant, warranty, condition or agreement herein by Licensor and such default has continued for a period of thirty (30) days prior after written noticenotice specifying the same shall have been given to Licensor by Licensee. In case of suspension, Licensee maintains the right to terminate this agreement. C. Notwithstanding Subparagraphs A and B above(e) Both parties maintain the right, if Licensee makes without any assignment warning or declaration of assets or business for non-compliance to the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision contents of this Agreementcontract, or if Licensee changes its name in whole or in part, Licensor may to terminate this Agreement immediately without noticecontract by notifying the other party by means of a registered letter, in case the other party has: requested a suspension of payment; has been put in the position of suspension of payment; has been declared bankrupt or is requesting it's own bankruptcy; the company of the other party is liquidated or ceases it's activities. D. (f) Upon the termination or expiration of this Agreementagreement, the License granted hereunder Licensee shall immediately and automatically terminatecease reproducing, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signageadvertising, marketing materialsand distributing the Newspaper as soon as commercially feasible. (g) Termination and expiration of this agreement shall not terminate or extinguish parties obligations and warranties to each other under this agreement insofar these obligations and/or warranties, letterheadincluding the obligation by Licensee to pay Licence Fees, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which by their terms are similar supposed to or likely to be confusing with the Trade Namecontinue thereafter.

Terms and Termination. A. The initial 6.1 This Agreement is effective from the date hereof and shall continue for a term of three (3) years (the “"Initial Term”") of unless sooner terminated as provided in this Agreement. Thereafter, this Agreement shall commence as be automatically renewed for consecutive two (2) year periods (a "Renewal Term") unless either Party gives the other written notice of non-renewal at least sixty (60) days prior to the expiration date of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may bethen-current term. B. Notwithstanding Subparagraph A hereof, Licensor 6.2 Either Party may terminate this Agreement at upon sixty (60) days written notice thereof to the other Party upon breach by the other Party of any of its sole discretion with representations, warranties, covenants or without cause agreements contained in this Agreement. 6.3 Notwithstanding the above, if the offending breach or breaches upon which such notice of termination is based shall have been addressed to the reasonable satisfaction of the offended Party within thirty (30) days prior upon written noticeacknowledgement of such satisfaction, then the notice of termination shall be rescinded, and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written noticeshall be deemed to continue in full force and effect. C. Notwithstanding Subparagraphs A 6.4 Immediately upon termination by either Party, whether by expiration or otherwise, either Parties' obligation to provide services hereunder shall immediately cease, and B aboveany unpaid amounts due and owing by each Party shall become immediately due and payable. The foregoing notwithstanding, if Licensee makes any assignment either Party will continue to provide services to existing Joint Merchants for a reasonable period necessary to transfer the accounts to another provider of assets or business for the benefit other Party's choice. However, in the event that a Joint Merchant decides to retain the services of creditorsone of the Parties, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without notice. D. Upon the even after termination or expiration of this Agreement, the License granted hereunder Parties shall immediately and automatically terminatecontinue to share revenues generated by the Joint Merchant as if this Agreement had not been terminated. 6.5 Payment for any services rendered or any other obligation of liability owing at the time of termination or which becomes owing under this Agreement whether or not such obligations arise prior to or after the termination date shall not be affected by termination of this Agreement. 6.6 Each Party shall provide all reasonable assistance to transfer the other's Joint Merchant Accounts to another provider, and Licensee agrees to immediately discontinue any and provided, however, that all use costs of transfer shall be at the sole expense of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which Party retaining the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade NameJoint Merchant.

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as of the Effective Date and13.1 Subject to Articles 13.2, unless terminated earlier as provided below13.3, automatically shall expire 13.4, and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing13.5 hereinbelow, the term of this Agreement automatically AGREEMENT shall extend from the Effective Date set forth hereinabove to the full end of the term or terms for which PATENT RIGHTS have not expired, and if only TECHNOLOGY RIGHTS are licensed and no PATENT RIGHTS are applicable, for a term of fifteen (15) years. 13.2 BOARD shall have the right at any time after one (1) year from the EFFECTIVE DATE of this AGREEMENT to terminate the license granted herein in any national political jurisdiction within the LICENSED TERRITORY if LICENSEE, within ninety days after written notice from BOARD of such intended termination, fails to provide written evidence satisfactory to BOARD that LICENSEE has commercialized or is actively and effectively attempting to commercialize an invention licensed hereunder within such jurisdiction(s). Accurate, written evidence provided by LICENSEE to BOARD within said ninety (90) day period that LICENSEE has an effective, ongoing and active research, development, manufacturing, marketing, or sales program, as appropriate, directed toward obtaining regulatory approval and/or production and/or sale of LICENSED PRODUCTS incorporating PATENT RIGHTS or incorporating TECHNOLOGY RIGHTS within such jurisdiction shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of deemed satisfactory evidence. 13.3 Subject to any rights herein which periods survive termination, this AGREEMENT will earlier terminate in its entirety: (a) automatically if LICENSEE shall commence as become bankrupt or insolvent and/or if the business of LICENSEE shall be placed in the day immediately succeeding the then scheduled Expiration Datehands of a receiver or trustee, and whether by voluntary act of LICENSEE or otherwise; or (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90thi) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written noticenotice by BOARD if LICENSEE shall breach or default on the payment obligations of ARTICLE IV, or use of name obligations of ARTICLE X; or (ii) upon ninety (90) days written notice by BOARD if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may avoid such termination if before the end of such thirty (30) or ninety (90) day period if LICENSEE provides notice and Licensee may terminate this Agreement accurate, written evidence satisfactory to BOARD that such breach has been cured and the manner of such cure; or. (c) at its sole discretion with any time by mutual written agreement between LICENSEE and BOARD, or without cause upon thirty one hundred eighty (30180) days written notice by LICENSEE to BOARD, subject to any terms herein which survive termination. <Page> 13.4 Upon termination of this AGREEMENT for any cause: (a) nothing herein shall be construed to release either party of any obligation matured prior written noticeto the effective date of such termination. C. Notwithstanding Subparagraphs A (b) LICENSEE covenants and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding agrees to be either bound by the provisions of ARTICLES IX, X AND XI of this AGREEMENT. (c) LICENSEE may, after the effective date of such termination, sell all LICENSED PRODUCTS and parts therefore that it may have on hand at the date of termination, provided that LICENSEE pays the earned royalty thereon and any other amounts due pursuant to ARTICLE IV of this AGREEMENT. (d) LICENSEE grants to BOARD a voluntary or involuntary bankrupt, non-exclusive royalty bearing license with the right to sublicense others with respect to improvements made by LICENSEE (including improvements licensed by LICENSEE from third parties) in the LICENSED SUBJECT MATTER. LICENSEE and BOARD agree to negotiate in good faith the royalty rate for said non-exclusive license. BOARD's right to sublicense others hereunder shall be solely for purposes of permitting others to develop and commercialize the entire technology package. 13.5 This AGREEMENT shall automatically terminate if Licensee LICENSEE fails to comply with any provision deliver to MDA by September 1, 1996 (i) payment of this Agreement, $53,125.00 pursuant to 4.1(a) hereinabove and (ii) notice that LICENSEE has legally binding funding commitments from its investors totaling Two Million Dollars ($2,000,000.00) or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without noticemore. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Name.

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as of the Effective Date and11.1 Subject to Articles 11.2, unless terminated earlier as provided below, automatically shall expire and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing11.3 hereinbelow, the term of this Agreement automatically AGREEMENT shall be renewed and extended for consecutive five year periods after extend from the initial Expiration Effective Date (each set forth hereinabove as long as PATENT RIGHTS have not expired, been extinguished by failure to pay fees or by final adjudication of invalidity. 11.2 Subject to any rights herein which periods survive termination, this AGREEMENT will earlier terminate in its entirety: (a) automatically if LICENSEE shall commence as become bankrupt or insolvent and/or if the business of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter LICENSEE shall be referred to herein as placed in the hands of a “Renewal Term”)receiver or trustee, unless either party hereto elects not to renew and extend the term whether by voluntary act of this Agreement by delivering notice of such election to the other on LICENSEE or before the ninetieth otherwise; or (90thi) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written noticenotice by MDA if LICENSEE shall breach or default on the payment obligations of ARTICLE IV, and Licensee or use of name obligations of ARTICLE VIII; or (ii) upon ninety (90) days written notice by MDA if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may terminate this Agreement at its sole discretion with or without cause upon avoid such termination if before the end of such thirty (30) days prior day period if LICENSEE provides notice and accurate, written noticeevidence satisfactory to MDA that such breach has been cured and the manner of such cure; or (c) at any time by mutual written agreement between LICENSEE, MDA and BOARD. C. Notwithstanding Subparagraphs A 11.3 Upon termination of this AGREEMENT for any cause: (a) nothing herein shall be construed to release either party of any obligation matured prior to the effective date of such termination. (b) LICENSEE covenants and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding agrees to be either a voluntary or involuntary bankruptbound by the provisions of ARTICLES VII, if Licensee fails to comply with any provision VIII and IX of this AgreementAGREEMENT. (c) LICENSEE may, after the effective date of such termination, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without notice. D. Upon the termination or upon expiration of this AgreementPATENT RIGHTS, sell all LICENSED PRODUCTS therefore that LICENSEE, LICENSEE'S AFFILIATES or sublicensees may have on hand at the License granted hereunder shall immediately and automatically terminatedate of expiration or termination, and Licensee agrees to immediately discontinue any and all use of provided that LICENSEE pays the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage appropriate royalty thereon and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar amounts due pursuant to or likely to be confusing with the Trade NameARTICLE IV of this AGREEMENT.

Terms and Termination. A. The initial term This Agreement shall come into force from the Effective Date and shall remain in force for a period of five (5) years from the Effective Date (“Initial Term”) ). Upon expiry of the Initial Term, this Agreement shall commence as automatically renew for another period of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate three (3) years on the fifth anniversary of the Effective Date same terms and conditions provided that neither Party gives written notice no less than six (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of which periods (a6) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election months prior to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph that it does not wish to renew this Agreement. A hereof, Licensor may Party shall be entitled to terminate this Agreement at its sole discretion with or without cause upon by written notice to the other Party if: the non-terminating Party commits any material breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to cure the same within thirty (30) days prior after receipt of a written noticenotice giving particulars of the breach; or an order of a court is made to wind up the non-terminating Party or to place it under judicial management, and Licensee may or a resolution is passed by the members of such non-terminating Party for its winding up or liquidation; or the non-terminating Party falls into bankruptcy, insolvency, enters into an agreement for the assignment of assets for the benefit or credits, wind-up, enter into liquidation or otherwise cease to conduct its business as materially conducted as at the date of this Agreement. Notwithstanding other provisions in this Agreement, Licensor shall have the right to terminate this Agreement by written notice at its sole discretion with in the event of the following circumstances: Licensee obtains or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A and B above, if purchases the API from any person other than Licensor; or Licensee makes or Zentiva uses API supplied by Licensor for any assignment of assets purpose other than manufacturing the Licensed Products through Manufacturer in the Territory; or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of provide the forecast or place the Order within the agreed time as per this Agreement. Subject the Clause 2.4., or if Licensee changes its name in whole or in part, Licensor may shall have the right to terminate this Agreement immediately without notice. D. Upon by written notice in the termination or expiration event that Licensor fails to supply an accepted Order (for any reason other than as a result of Force Majeure as stipulated in this AgreementAgreement and/or for any other reason which is not due to Licensee’s liability) within 30 days from the delivery date indicated in the Order, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees under which circumstance both Parties fail to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage achieve a relative solution after bona fide negotiation. GOVERNING LAW AND JURISDICTION Governing Law This Agreement and any issues, disputes or claims arising out of or in connection with it (whether contractual or non-contractual in nature, including claims in tort or for breach of any statute or Applicable Law) shall be governed by and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing construed in accordance with the Trade NameSwiss law.

Terms and Termination. A. This Agreement is for a term of one (1) year from the date that a duly authorized representative of SYSTRAN executes this Agreement. The initial term (the “Initial Term”) of this Agreement shall commence as renew automatically for additional one (1) year terms unless sooner terminated in accordance with the terms hereof. Seller may terminate this Agreement effective at the end of any term by giving thirty (30) days prior written notice to SYSTRAN at the address set forth in this Agreement. Seller may continue to offer any of its Bills to SYSTRAN during such thirty (30) day period. SYSTRAN may terminate this Agreement at any time and for any reason by notifying Seller in writing of such termination. All of Seller's representations, warranties, and other provisions of this Agreement shall survive such termination until SYSTRAN has been paid in full and Seller has fully performed all of its obligations. In addition, should any transfer of money or property to SYSTRAN hereunder be avoided in a bankruptcy proceeding involving Seller, any Account Debtor of Seller, or otherwise, then Seller's obligations hereunder shall be reinstated and/or supplemented to the extent of the Effective Date andavoided transfer, unless terminated earlier as provided below, automatically shall expire and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”)whether or not this Agreement has otherwise been terminate. Notwithstanding the foregoing, Seller has the term of this Agreement automatically shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred option to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause upon prior to the end of any term by giving SYSTRAN thirty (30) days prior written notice, and Licensee . Seller may terminate continue to offer any of its Bills to SYSTRAN during such thirty (30) day period. Seller shall be deemed to have terminated this Agreement at its sole discretion with or without cause upon prior to the end of any term on the date that Seller shall have ceased presenting Bills to SYSTRAN in the normal course for an uninterrupted period of thirty (30) days ("Deemed Termination"). Upon notice of early termination, or the date of a Deemed Termination by Seller, prior written notice. C. Notwithstanding Subparagraphs A to the end of any term, whether or not Seller continues to offer its Bills to SYSTRAN during the thirty (30) day notice period applicable to Seller, Seller shall be obligated to pay to SYSTRAN, and B aboveSeller's deposit may be charged, an early termination premium ("Early Termination Premium") in an amount equal to ______ percent ( 2.0% ) times the dollar volume of Bills purchased by SYSTRAN during the month in which Seller's dollar volume of Bills purchased by SYSTRAN was the greatest multiplied by the number of months remaining in the then current term, or eleven (11) months, whichever is lower. Any partial month remaining in the current term shall constitute a full month for the purpose of calculating the Early Termination Premium. In addition, if Licensee makes any assignment SYSTRAN buys Bills from Seller as part of assets or business for a special purchase, and should Seller terminate this Agreement within the benefit first four (4) months of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision the term of this Agreement, Seller's Deposit shall be charged an Early Termination Premium in the amount of the balance of the Deposit on the termination date. The termination date shall be thirty (30) days after SYSTRAN's receipt of the termination notice or if Licensee changes its name in whole or in parton the Deemed Termination date, Licensor may terminate unless a termination notice specifies a date that is more than thirty (30) days but less than sixty (60) days after SYSTRAN's receipt of the termination notice. If SYSTRAN terminates this Agreement immediately without notice. D. Upon prior to the termination or expiration end of this Agreementany term upon any default in the performance of Seller under thisAgreement, in view of the License granted hereunder ascertaining actual damages and by mutual agreement of the parties as to the reasonable calculation of SYSTRAN's lost profits as a result thereof, Seller shall immediately and automatically terminatebe obligated to pay SYSTRAN upon the effective date of such termination, and Licensee agrees Seller's deposit may be charged, a premium in an amount equal to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade NameEarly Termination Premium as set forth above.

Terms and Termination. A. The initial term This Agreement shall become effective and shall continue in force for the subscription period (one month, i.e. from the “Initial Term”) subscription day to one day before the corresponding day of the next month, or if there is no such day, to the end of the next month. Except otherwise specified in the applicable form, all subscription shall automatically renew for additional subscription period subject to your payment for the subscription fee for the period. If you fail to pay the subscription fee, our Service will immediately cease. You can unsubscribe our Service by submitting the applicable form, and no refund will be available in this case. Despite of this clause 15, if your customers pay through iinvoice’s payment system after you have unsubscribed our Services, we will process the payments up to three month period from the date on which you have unsubscribed and this Agreement shall commence as of continue in force until the Effective Date and, unless terminated earlier as provided below, automatically shall expire date when all such transactions are settled and terminate on the fifth anniversary of the Effective Date (as may corresponding Fees are paid. An additional transaction fee will be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended charged for consecutive five year periods after the initial Expiration Date (each of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election transaction in addition to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor fee provided in our Product and Service Schedule for those transactions iinvoice may terminate this Agreement at its sole discretion with or without cause agreement upon thirty giving seven (307) days prior written notice, and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged notice in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails writing where you fail to comply with any provision of obligation on its part to be performed pursuant to this Agreement, or if Licensee changes its name in whole or in part, Licensor . iinvoice may terminate this Agreement immediately without notice. D. Upon notice if, in the termination opinion of iinvoice, you utilise the Services in any unlawful, unconscionable or expiration improper manner. iinvoice may, in its absolute discretion, suspend your account and refuse to process any payments or remit payment to you if iinvoice, for any reason whatsoever, suspects that you have acted in an unlawful, unconscionable or improper manner in utilising the Services. For the avoidance of doubt, iinvoice may terminate any account suspended in accordance with this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or clause 15 in its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or usesole discretion, without Licensor's prior written consentlifting the suspension imposed in accordance with this clause. You hereby expressly release and indemnify iinvoice against any claim that you may have against iinvoice where iinvoice acts in accordance with this clause 15, including any wordclaim for damages, phrasewhether direct or consequential, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Namethat you may suffer as a result.

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as of the Effective Date and13.1 Subject to Articles 13.2, unless terminated earlier as provided 13.3 and 13.4 herein below, automatically shall expire and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically AGREEMENT shall extend from the Effective Date set forth herein above to (i) the full end of the term or terms for which PATENT RIGHTS have not expired, or (ii) if only TECHNOLOGY RIGHTS are licensed and no PATENT RIGHTS are applicable, for a term of fifteen (15) years. 13.2 BOARD and MDA shall have the right at any time after two (2) years from the EFFECTIVE DATE of this AGREEMENT to terminate the license granted herein in any national political jurisdiction within the LICENSED TERRITORY if LICENSEE, within ninety (90) days after written notice from MDA of such intended termination, fails to provide written evidence satisfactory to MDA that LICENSEE has commercialized or is actively and effectively attempting to commercialize an invention licensed hereunder within such jurisdiction(s). Accurate, written evidence provided by LICENSEE to MDA within said ninety (90) day period that LICENSEE has an effective, ongoing and active research, development, manufacturing, marketing, or sales program, as appropriate, directed toward obtaining regulatory approval and/or production and/or sale of LICENSED PRODUCTS incorporating PATENT RIGHTS or incorporating TECHNOLOGY RIGHTS within such jurisdiction shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of deemed satisfactory evidence. 13.3 Subject to any rights herein which periods survive termination, this AGREEMENT will earlier terminate in its entirety: (a) automatically if LICENSEE shall commence as become bankrupt or insolvent and/or if the business of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter LICENSEE shall be referred to herein as placed in the hands of a “Renewal Term”)receiver or trustee, unless either party hereto elects not to renew and extend the term whether by voluntary act of this Agreement by delivering notice of such election to the other on LICENSEE or before the ninetieth otherwise; or (90thi) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written noticenotice by MDA if LICENSEE shall breach or default on the payment obligations of ARTICLE IV, or use of name obligations of ARTICLE X; or (ii) upon ninety (90) days written notice by MDA if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may avoid such termination if before the end of such thirty (30) or ninety (90) day period if LICENSEE provides notice and Licensee may terminate this Agreement accurate, written evidence satisfactory to MDA that such breach has been cured and the manner of such cure; or (c) at its sole discretion with any time by mutual written agreement between LICENSEE, MDA and BOARD, or without cause upon thirty one hundred eighty (30180) days prior written noticenotice by LICENSEE to MDA and, subject to any terms herein which survive termination. C. Notwithstanding Subparagraphs A 13.4 Upon termination of this AGREEMENT for any cause: (a) nothing herein shall be construed to release either party of any obligation matured prior to the effective date of such termination. (b) LICENSEE covenants and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding agrees to be either a voluntary or involuntary bankruptbound by the provisions of ARTICLES IX, if Licensee fails to comply with any provision X AND XI of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without noticeAGREEMENT. D. Upon (c) LICENSEE may, after the termination or expiration effective date of such termination, sell all LICENSED PRODUCTS and parts therefore that it may have on hand at the date of termination, provided that LICENSEE pays the earned royalty thereon and any other amounts due pursuant to ARTICLE IV of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade NameAGREEMENT.

Terms and Termination. A. The initial 5.1 This Agreement shall commence on the date of remittance against the appli- cable invoice and or services activated and or on first access to online soft- ▇▇▇▇. 5.2 Fixed Term Agreements shall be in effect for twelve months and shall 5.3 Credit and Bundle Agreements will continue unless associated Fixed Term Agreement terminated. 5.4 Notwithstanding the foregoing StratumFive Ltd may terminate this Agree- ment in the event of any of the following conditions 5.4.1. If the Subscriber defaults in any payment due to StratumFive Ltd and if such default continues for a period of fifteen days following the Subscriber’s receipt of written notice of such default; 5.4.2. If the subscriber commits a breach of any material term of this agreement (other than failure to pay any amounts due under this agree- ment) and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so. 5.5 This Agreement is automatically terminated if the “Initial Term”) Subscriber becomes bank- rupt or insolvent. On termination of this Agreement for any reason the Subscriber shall commence as immediately pay to StratumFive Ltd all of the Effective Date StratumFive Ltd’s outstanding unpaid invoices and interest and, unless terminated earlier as provided belowin respect of Network Services but for which no invoice has been submitted, automatically StratumFive Ltd may submit an invoice, which shall expire and terminate be payable immediately on receipt. 5.6 Where StratumFive Ltd takes over the fifth anniversary provision of the Effective Date (as may be renewed and extended as hereinafter providedNetwork Services from a third party to a Product, the “Expiration Date”). Notwithstanding the foregoing, the term Subscriber may elect within 30 days of this Agreement automatically shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each [issue of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement notification by delivering notice StratumFive Ltd of such election takeover] to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion upon three month’s written notice to StratumFive Ltd and, provided that it pays StratumFive Ltd’s standard release charge for each active basic product (currently £350 + VAT) and pays all outstanding 5.7 Where StratumFive Ltd and the Subscriber agree that StratumFive Ltd will provide the Subscriber with a discount in relation to the prices payable by the Subscriber for the Product and/or the Network Services on the basis that the Subscriber will not terminate the Agreement prior to the expiry of a specified period, upon termination by the Subscriber prior to such specified period the Subscriber agrees that it will pay to StratumFive Ltd the discount as shown on the Service proposal or without cause upon thirty (30) days prior written notice, and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A and B aboveinvoice, if Licensee makes any assignment not shown, the amount of assets or business the discount as notified from StratumFive Ltd for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision purposes of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without noticeclause. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Name.

Terms and Termination. A. The initial term of the Agreement shall have commenced on July 1, 2001 and shall continue in full force and effect until terminated pursuant to the terms hereof. The Agreement and the Executive's employment may be terminated (A) at any time at the “Initial Term”option of either the Executive or both Companies jointly, and subject to a ninety (90) days prior written notice ("Prior Notice"); (B) upon the death of the Executive; (C) in the event of the inability of the Executive to perform his duties hereunder, whether by reason of injury (mental or physical), illness or otherwise, incapacitating the Executive for a continuous period exceeding 60 days or non-consecutive 60 days in any six month period; or (D) for cause. For purposes of this Agreement, an event or occurrence consisting "cause" includes, but is not limited to: Dishonesty of the Executive affecting the Companies; The Executive's conviction of a felony or any crime involving moral turpitude, fraud or misrepresentation; Any gross negligence or willful misconduct of the Executive resulting in material loss to the Companies or any of its affiliates or material damage to the reputation of the Companies or any of its affiliates; Any material breach of any of the provisions of this Agreement. Subject to the provisions of paragraph (c) hereunder, in the event of a termination of this Agreement and the Executive's employment by the Companies pursuant to a Prior Notice, the Companies shall commence as only be obligated to pay (i) Executive's base salary and benefits through the Prior Notice period specified above, provided that the Executive continues his employment obligations through such period, and (ii) the lump sum severance payment to which the Executive shall be entitled of one month base salary per each 12-month period of the Effective Date andExecutive's employment with the Companies, unless terminated earlier as provided belowaccording to the last base salary paid to the Executive, automatically shall expire and terminate a pro-rata portion for any shorter period (based on the fifth anniversary principle of severance under Israeli law) ("Severance Payment"). The Companies shall have no further obligation to make any salary payments or provide any benefits to the Effective Date (Executive after the expiration of such Prior Notice period, except as may be renewed required by applicable law and extended as hereinafter provided, the “Expiration Date”)by this Agreement. Notwithstanding the foregoing, either company may, in its sole discretion, elect not to require the term services of the Executive during the Prior Notice period, but shall continue to pay the Executive's base salary and benefits through such period. Notwithstanding the aforesaid, in the event of termination of this Agreement automatically and the Executive's employment hereunder (i) pursuant to a Prior Notice initiated by the Companies, (ii) a Change of Control in Lumenis Ltd. (as such term is defined in Lumenis Ltd. 2000 Share Option Plan), at the option of either the Executive or the Companies, or (iii) by the Executive for "good cause", including without limitation, where the Executive's duties are materially diminished, the Executive is required to relocate or payments and benefits due to him are reduced then, subject to the Executive delivering a standard release of claims with the Companies, the Companies shall be renewed obligated to pay the Executive (A) a total lump sum amount of $350,000 (three hundred and extended fifty thousand United States Dollars) as well as all benefits described in Section 5 hereunder for consecutive five year periods a twelve (12) month period, from the date of termination (beginning immediately after the initial Expiration Date (each of which periods (a) shall commence as termination of the day immediately succeeding Prior Notice period), (B) participation bonus (as described in Section 5(c) hereunder) as if the then scheduled Expiration DateExecutive was employed in the Companies for the full calendar year in which termination occurs and for which such bonus is granted, and (bC) hereinafter shall be referred to herein as acceleration of vesting of all unvested options that would by their terms vest in the a “Renewal Term”), unless either party hereto elects not to renew and extend 12 month period following the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may betermination. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice, and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without notice. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Name.

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as on July 1, 2001 and shall continue in full force and effect until terminated pursuant to the terms hereof. (a) The Agreement and the Executive's employment may be terminated (A) at any time at the option of either the Executive or both Companies jointly, and subject to a ninety (90) days prior written notice ("Prior Notice"); (B) upon the death of the Effective Date andExecutive; (C) in the event of the inability of the Executive to perform his duties hereunder, unless terminated earlier as whether by reason of injury (mental or physical), illness or otherwise, incapacitating the Executive for a continuous period exceeding 45 days or non-consecutive 45 days in any six month period; or (D) for cause. For purposes of this Agreement, an event or occurrence consisting "cause" includes, but is not limited to: (i) The Executive's failure or refusal to perform specific directives of his superior; (ii) Dishonesty of the Executive affecting the Companies; (iii) The Executive's conviction of a felony or any crime involving moral turpitude, fraud or misrepresentation; (iv) Any gross negligence or willful conduct of the Executive resulting in material loss to the Companies or any of its affiliates or material damage to the reputation of the Companies or any of its affiliates; (v) Any material breach of any of the provisions of this Agreement. (b) In the event of a termination of this Agreement and the Executive's employment by the Companies pursuant to a Prior Notice, the Companies shall only be obligated to pay (i) Executive's base salary and benefits through the Prior Notice period specified above, provided belowthat the Executive continues his employment obligations through such period, automatically and (ii) the lump sum severance payment to which the Executive shall expire be entitled pursuant to any applicable law, but in not event less than the last month's base salary per each 12-month period f the Executive's employment with the Company and terminate on a pro-rata portion for any shorter period since the fifth last anniversary of the Effective Date Executive's employment prior to the effective date of such termination ("Severance Payment"). Such payments shall be less deductions for all applicable taxes and withholdings. The Companies shall have no further obligation to make any salary payments or provide any benefits to the Executive after the expiration of such Prior Notice period, except as may be renewed and extended as hereinafter provided, the “Expiration Date”)required by applicable law. Notwithstanding the foregoing, either company may, in its sole discretion, elect not to require the term of this Agreement automatically shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of which periods (a) shall commence as services of the day immediately succeeding Executive during the then scheduled Expiration DatePrior Notice period, but shall continue to pay the Executive's base salary and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of benefits through such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may beperiod. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice, and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without notice. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Name.

Terms and Termination. A. The initial term (the “Initial Term”) of this 4.1 This Agreement shall commence as of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate begin on the fifth anniversary of Commencement Date and continue for an initial period the Effective Date (Term as defined in the Schedule. The Term may be renewed for additional one year periods, subject to payment of appropriate fees and extended as hereinafter providedacceptance thereof by the Licensor, the “Expiration Date”)in accordance with Clause 5.1. Notwithstanding the foregoing, the term of License/subscription fee is non-refundable. 4.2 Either part y ma y terminate this Agreement automatically shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering at any time upon written notice of such election to the other if the other party defaults by failing to perform any obligation on or before the ninetieth (90th) day preceding the then scheduled expiration its part. The termination will become effective thirty days after receipt of the Initial Term or applicable Renewal Termwritten notice unless, as in the case may beof a remediable default, during the relevant period of thirty days the defaulting party has remedied the default. B. Notwithstanding Subparagraph A hereof, 4.3 Licensor may terminate this Agreement at its sole discretion with or without cause any time upon thirty (30) days prior days' written notice, and Licensee may terminate notice to the Licensee. 4.4 If termination of this Agreement occurs as a result of notice being given by the Licensee under Clause 4.2 or 4.7 or by the Licensor under Clause 4.3, the Licensor shall repay the Licensee a rateable proportion of the Licence Fee as represents the paid but unexpired Term at its sole discretion with or without cause upon thirty (30) days prior written noticethe date of termination. C. Notwithstanding Subparagraphs A and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without notice. D. Upon the 4.5 On termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue destroy, and will use its reasonable endeavours to procure that ail Authorized Users destroy, all Licensed Material stored on any digital information storage media, including, but not limited to, system servers, hard disks, diskettes, and all back up tapes. 4.6 In the event of any unauthorized use of the Trade Name and Licensed Materials by an Authorized User, (a) Licensor may terminate such Authorized User's access to deliver up the Licensed Materials, (b) Licensor may terminate the acc ess of t he I nt er net Pr ot oc ol ( " IP ") address(es) from which such unauthorized use occurred, and/or (c) Licensee shall terminate such Authorized User's access to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials the Licensed Materials upon which Licensors request. Licensor shall take none of the Trade Name appears, and furthermore will at no time adopt or use, steps described in this paragraph without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with first notifying the Trade Namebreaching party in writing.

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as of the Effective Date and13.1 Subject to Articles 13.2, unless terminated earlier as provided below13.3, automatically shall expire 13.4, and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing13.5 hereinbelow, the term of this Agreement automatically AGREEMENT shall extend from the Effective Date set forth hereinabove to the full end of the term or terms for which PATENT RIGHTS have not expired, and if only TECHNOLOGY RIGHTS are licensed and no PATENT RIGHTS are applicable, for a term of fifteen (15) years. 13.2 BOARD shall have the right at any time after one (1) year from the EFFECTIVE DATE of this AGREEMENT to terminate the license granted herein in any national political jurisdiction within the LICENSED TERRITORY if LICENSEE, within ninety days after written notice from BOARD of such intended termination, fails to provide written evidence satisfactory to BOARD that LICENSEE has commercialized or is actively and effectively attempting to commercialize an invention licensed hereunder within such jurisdiction(s). Accurate, written evidence provided by LICENSEE to BOARD within said ninety (90) day period that LICENSEE has an effective, ongoing and active research, development, manufacturing, marketing, or sales program, as appropriate, directed toward obtaining regulatory approval and/or production and/or sale of LICENSED PRODUCTS incorporating PATENT RIGHTS or incorporating TECHNOLOGY RIGHTS within such jurisdiction shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of deemed satisfactory evidence. 13.3 Subject to any rights herein which periods survive termination, this AGREEMENT will earlier terminate in its entirety: (a) automatically if LICENSEE shall commence as become bankrupt or insolvent and/or if the business of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter LICENSEE shall be referred to herein as placed in the hands of a “Renewal Term”)receiver or trustee, unless either party hereto elects not to renew and extend the term whether by voluntary act of this Agreement by delivering notice of such election to the other on LICENSEE or before the ninetieth otherwise; or (90thi) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written noticenotice by BOARD if LICENSEE shall breach or default on the payment obligations of ARTICLE IV, or use of name obligations of ARTICLE X; or (ii) upon ninety (90) days written notice by BOARD if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may avoid such termination if before the end of such thirty (30) or ninety (90) day period if LICENSEE provides notice and Licensee may terminate this Agreement accurate, written evidence satisfactory to BOARD that such breach has been cured and the manner of such cure; or. (c) at its sole discretion with any time by mutual written agreement between LICENSEE and BOARD, or without cause upon thirty one hundred eighty (30180) days prior written noticenotice by LICENSEE to BOARD, subject to any terms herein which survive termination. C. Notwithstanding Subparagraphs A 13.4 Upon termination of this AGREEMENT for any cause: (a) nothing herein shall be construed to release either party of any obligation matured prior to the effective date of such termination. (b) LICENSEE covenants and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding agrees to be either bound by the provisions of ARTICLES IX, X AND XI of this AGREEMENT. (c) LICENSEE may, after the effective date of such termination, sell all LICENSED PRODUCTS and parts therefore that it may have on hand at the date of termination, provided that LICENSEE pays the earned royalty thereon and any other amounts due pursuant to ARTICLE IV of this AGREEMENT. (d) LICENSEE grants to BOARD a voluntary or involuntary bankrupt, non-exclusive royalty bearing license with the right to sublicense others with respect to improvements made by LICENSEE (including improvements licensed by LICENSEE from third parties) in the LICENSED SUBJECT MATTER. LICENSEE and BOARD agree to negotiate in good faith the royalty rate for said non-exclusive license. BOARD's right to sublicense others hereunder shall be solely for purposes of permitting others to develop and commercialize the entire technology package. 13.5 This AGREEMENT shall automatically terminate if Licensee LICENSEE fails to comply with any provision deliver to MDA by September 1, 1996 (i) payment of this Agreement, $53,125.00 pursuant to 4.1(a) hereinabove and (ii) notice that LICENSEE has legally binding funding commitments from its investors totaling Two Million Dollars ($2,000,000.00) or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without noticemore. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Name.

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate on the fifth (5th) anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five (5) year periods after the initial Expiration Date (each of which periods (ai) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (bii) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereofSection V. A., Licensor may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice, and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A Section V. A. and B aboveV. B., if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's ’s business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without notice. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name Trademarks and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appearsTrademarks appear, and furthermore will at no time adopt or use, without Licensor's ’s prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with any of the Trade NameTrademarks. E. If Licensor terminates this Agreement pursuant to this Section V, then Licensor shall provide Licensee with a reasonable opportunity to transition from its then existing use of the Trademarks to any other trademarks, logos or trade names as Licensee deems appropriate, as long as those trademarks, logos and trade names do not infringe upon the Trademarks. In no event shall the transition period be more than sixty (60) days from the date of termination of this Agreement (the Transition Period”). During the Transition Period: (a) Licensee agrees that it will not initiate any new use or expand its existing use of the Trademarks; and (b) Licensor agrees not to pursue any claims of infringement against Licensee for its continued use of the Trademarks, provided that Licensee (and any sublicensee) are otherwise in compliance with the surviving terms of this Agreement.

Terms and Termination. A. (a) The initial term (the “Initial Term”) of this Agreement Option shall commence as of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate be a period commencing on the fifth Grant Date and ending at 5:00 p.m. on the date preceding the tenth anniversary of the Effective Date thereof (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding Upon the foregoingtermination of the Participant’s status as an employee of the Company on account of: (i) reasons other than normal retirement, the term death, total disability and cause, such portion of this Agreement automatically option that has not then vested shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of which periods (a) shall commence as of the day terminate immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term but such portion of this Agreement by delivering notice of such election to option that has then vested shall continue and become non-exercisable immediately at 5:00 p.m. upon the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause upon date which is thirty (30) days prior written noticeafter such termination of the Participant’s status; (ii) death, total disability or normal retirement, such portion of this option that has not then vested shall terminate immediately but such portion of this Option that has then vested may be exercised by the Participant or, pursuant to and Licensee as defined in the Plan, the Participant’s Beneficiary at any time during the period ending on the earlier of (x) the Expiration Date (provided that such option would have been able to have been exercised according to its terms absent such death, total disability or normal retirement) or (y) 5:00 p.m. on the day preceding the fifth anniversary of such death, total disability or normal retirement; or (iii) cause, in which case all options granted hereunder shall terminate and be immediately nonexercisable. (b) Notwithstanding the foregoing, where termination shall not have been for cause, of which the Board shall be the sole judge, the Board may terminate this Agreement at in its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding permit options hereunder to be either a voluntary or involuntary bankruptexercised by the Participant at any time during the period ending not later than the Expiration Date as the Board shall agree, if Licensee fails provided such option would have been able to comply with any provision of this Agreement, or if Licensee changes have been exercised according to its name in whole or in part, Licensor may terminate this Agreement immediately without noticeterms absent termination. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Name.

Terms and Termination. A. The initial term (the “Initial Term”) of this 9.1 This Agreement shall commence have effect on the date as of set out on the Effective Date and, first page and continue to be in force unless terminated earlier as provided below, automatically shall expire and terminate on in accordance with the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of which periods (a) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may beprovisions herein. B. Notwithstanding Subparagraph A hereof, Licensor may 9.2 The Qualified Bidder reserves the right to terminate this Agreement at any time immediately if: (a) any of the Carsome Warranties is found to be untrue, false or inaccurate at any time before the delivery of the Vehicle; or (b) Carsome shall commit or allow any material breach of its sole discretion with or without cause upon obligations under this Agreement to be committed and if remediable shall fail to remedy such breach within thirty (30) days prior Days after written notice, and Licensee may notice has been given to it by the Qualified Bidder requiring such remedy; 9.3 Carsome reserves the right to terminate this Agreement at any time immediately and the Deposit will be forfeited/deducted if: (a) the Qualified Bidder is in breach or is in non-compliance with any term(s) in this Agreement; (b) the Qualified Bidder is found engaging any Carsome’s customer (inclusive but not limited to the Seller) directly and/or indirectly; or (c) the Qualified Bidder is found engaging in activities that are malicious, fraudulent or in bad faith, including but not limited to Qualified Bidder, its sole discretion with affiliates, nor any of their respective officers, partners, agents, representatives, employees or without cause upon thirty parties in interest has (30i) days prior written notice. C. Notwithstanding Subparagraphs A and B above, if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary way colluded, conspired, connived or involuntary bankrupt, if Licensee fails to comply agreed directly or indirectly with any provision other bidder, firm or person to submit a collusive or sham bid/offer, or any bid other than a bona fide bid/offer, in connection with the sale of any Vehicle subject to this Agreement, or if Licensee changes its name (ii) in whole any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other bidder, firm or person to fix the price or prices, or to fix any profit or cost element of the bid price or the bid price of any other bidder at the sale of any Vehicle resulting in partthe Qualified Bidder being the highest bidder or to secure any advantages against Carsome and/or Seller. 9.4 Other than the matters stated in Clause 9.3, Licensor may Carsome reserves the right to terminate this Agreement immediately without notice. D. Upon for any reason whatsoever by providing a fourteen (14) Days prior written notice (“Notice Period”) to the Qualified Bidder and the Qualified Bidder shall no longer have access to Carsome’s bidding platform during the Notice Period until the termination or expiration of this Agreement, . The Deposit shall be refunded within fourteen (14) Working Days from the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use date of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the Trade Namenotice.