CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
rights to Information, materials and intellectual property: (i) controlled by a Third Party permitted assignee of a Party
that were controlled by such assignee (and not such Party) immediately prior to such assignment (other than as a result of a license
or other grant of rights, covenant or assignment by such Party or its Affiliates to, or for the benefit of, such Third Party);
or (ii) controlled by an Affiliate of a Party that becomes an Affiliate through any Change of Control of such Party, that
were controlled by such Affiliate (and not such Party) immediately prior to such Change of Control (other than as a result of
a license or other grant of rights, covenant or assignment by such Party or its other Affiliates to, or for the benefit of, such
Affiliate), in each case ((i) and (ii)), shall be automatically excluded from the rights licensed or granted to the other Party
under this Agreement.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under
any present or future law and if the rights or obligations of either Party under this Agreement will not be materially and adversely
affected thereby, (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or
by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically
as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and reasonably acceptable to the Parties. To the fullest extent permitted by Applicable Law, each
Party hereby waives any provision of law that would render any provision hereof illegal, invalid or unenforceable in any respect.
as provided in Sections 5.2.3, 7.11.1 or 13.10, if a dispute arises between the Parties in connection with or relating to this
Agreement or any document or instrument delivered in connection herewith (a “Dispute”), then either Party shall
have the right to refer such Dispute to the Senior Officers for attempted resolution by good faith negotiations during a period
of ten (10) Business Days. Any final decision mutually agreed to by the Senior Officers shall be conclusive and binding on the
Parties. If such Senior Officers are unable to resolve any such Dispute within such ten (10)-Business Day period, either Party
shall be free to institute binding arbitration in accordance with Section 13.5.2 upon written notice to the other Party (an
“Arbitration Notice”) and seek such remedies as may be available.