With research and development partnership purchase option agreement. JOINT VENTURE AND PARTNERSHIP PURCHASE OPTION AGREEMENT This agreement dated as of _________, among _________ PARTNERS, LTD., a Limited Partnership, a limited partnership organized and existing under the laws of the State of _________ with offices at _________ Boulevard, _________, _________(the "Partnership"), _________, Inc., a _________ corporation with offices at _________ Avenue, _________, _________, _________ INVESTORS CORP., a _________ corporation with offices at _________ Avenue, _________, _________ ("_________ Investors") and EACH OF THE LIMITED PARTNERS (excluding Investors Corp.) in the Partnership (the "Limited Partners"). Recitals The business of the Partnership is to conduct research and experimentation relating to various Products including the receipt of necessary governmental approvals; to engage in any and all activities incident to it; and, after receipt of such approvals, to obtain revenues from the sale or other disposition of Products within the Field of Activity (collectively, the "Project"). _________, Inc. and the Partnership have entered into a Development Agreement of this date (the "Development Agreement", as such agreement shall be amended or modified from time to time) pursuant to which _________, Inc. has agreed to use its best efforts to perform research and experimentation, including research and experimentation necessary to obtain approval by the Food and Drug Administration ("FDA") of various Products for sale or other disposition in the United States for various Indications, and a Cross License Agreement of this date (the "Cross License Agreement", as such agreement shall be amended or modified from time to time) pursuant to which _________, Inc. has granted to the Partnership the exclusive right to use, within the Field of Activity, certain property and proprietary information relating to the Technology, owned by _________, Inc., and the Partnership has granted to _________, Inc. the exclusive right to use, outside the Field of Activity, certain property and proprietary information relating to the Technology developed by the Partnership. The parties desire to execute an agreement (a) granting _________, Inc. an option to enter into a Joint Venture Agreement with the Partnership in the form of Exhibit A to this Agreement (the "Joint Venture Agreement", as such agreement shall be amended or modified from time to time) [§5.3457], pursuant to which _________, Inc. and the Partnership will form a joint venture (the "Joint Venture") to manufacture and market Products within the Field of Activity and (b) granting _________, Inc. a further option to purchase, pursuant to a Partnership Purchase Agreement in the form of Exhibit B to this Agreement (the "Purchase Agreement") [§5.345.10], the limited partnership interests (the "Limited Partnership Interests") in the Partnership of the Limited Partners and the limited partnership interest (the "_________ Investors Partnership Interest") in the Partnership of _________ Investors (the "Limited Partnership Interests" and the "_________ Investors Partnership Interest" are sometimes collectively referred to as the "Partnership Interests"). _________, Inc. has issued to the Limited Partners warrants to purchase shares of its Common Stock in consideration for the Limited Partners' grant to _________, Inc. of the Partnership Purchase Option as defined in this Agreement. Therefore, in consideration of the issuance of such warrants by _________, Inc. to the Limited Partners and other good and valuable consideration, the receipt and adequacy of which are acknowledged, and of the covenants and agreements contained in this Agreement, the parties agree as follows:
ARTICLE I. —DEFINITIONS: 1.1. "Affiliate" means a Person which directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified. 1.2. "Cash Limited Partner" means each Limited Partner who, with respect to all of its Limited Partnership Interest, or any Unit of it, shall have (a) designated, pursuant to paragraph (b) of Section 4.1, the Cash Payment as the Method of Consideration payable to such Limited Partner in respect of such Limited Partnership Interest, or Unit, in connection with a purchase by _________, Inc. of the Limited Partnership Interests or (b) become bound, pursuant to the third sentence of paragraph (b) of Section 4.1, to receive the Cash Payment in connection with such a purchase. 1.3. "Cash Payment" means the consideration payable by Gennetech, pursuant to Section 3.2 of the Purchase Agreement, in connection with the purchase by _________ of the Limited Partnership Interests. 1.4. "Common Stock" means the Common Stock, $_____ par value, of _________, Inc. 1.5. "Completion Date" means the date upon which _________ shall have received written notice to the effect that the FDA has issued to _________, Inc. or the Partnership a Regulatory Approval in the Field of Activity. 1.6. "Controls" or "Controlled" means possession of the ability to grant licenses or sublicenses without violating the terms of any agreement or other arrangement with, or the rights of, any third party. 1.7. "Core Know-How" means all technical information, know-how, data, pre-clinical and clinical results, techniques, discoveries, inventions, ideas, and other information (whether or not patentable), other than Program Patents, Program Know-How and Core Patents, which: (a) _________, Inc. has or may develop or acquire, (b) _________, Inc. controls, and (c) is necessary in the use (including any use in connection with research and experimentation), manufacture, sale or other disposition of Products, within the Field of Activity. 1.8. "Core Patents" means all patents (including inventor's certificates) issued at any time throughout the world, including any extension, reissue and renewal patents but not including any Program Patents, which: (a) _________, Inc. has or may develop or acquire, (b) _________, Inc. controls, and (c) in the absence of the license granted under the Cross License Agreement would be infringed by the use (including any use in connection with research and experimentation), manufacture, sale or other disposition of Products, or any intermediate or final product containing Products, within the Field of Activity. 1.9. "Field of Activity" means the use (including any use in connection with research and experimentation), manufacture, sale or other disposition in the United States of Products (or any Formulation) for human pharmaceutical use in the United States. 1.10. "Formulation" means the combination of Products with other active or inert ingredients to create a human pharmaceutical product. 1.11. "Indication" means a set of facts evidencing a disease or organic disorder that provides the basis for a physician's diagnosis and a prescription for a Formulation. 1.12. "Initial Capital Contribution" means, in the case of each Limited Partner that acquired its Limited
Partnership Interest in connection with the initial subscription of Limited Partnership Interests (whether such Limited Partnership Interest was acquired directly from the Partnership or from a Limited Partner that defaulted in the payment of principal of a promissory note of such Limited Partner delivered to the Partnership in connection with such initial subscription) all cash delivered by such Limited Partner to the Partnership in connection with such initial subscription (including cash paid to the Partnership under any promissory notes of such Limited Partner). 1.13. "Joint Venture Continuation Period" means the period commencing on the Limited Partner Purchase Option Termination Date and terminating on the first anniversary of it. 1.14. "Limited Partner Purchase Date" means the date, designated by _________, Inc., as the date on which _________, Inc. will purchase the Limited Partnership Interests pursuant to the Purchase Agreement, which shall be a date not more than 30 days after _________, Inc. shall have given notice to the Limited Partners that _________, Inc. has determined to purchase the Limited Partnership Interests. 1.15. "Limited Partner Purchase Option Commencement Date" means the earlier of (a) the date which is the later of (i) the last day of the 24th month in which the Joint Venture shall have been in existence and (ii) the last day of the first month in which the Partnership shall have been distributed pursuant to the Joint Venture Agreement an aggregate of 15% of the Initial Capital Contributions and (b) the last day of the 48th month in which the Joint Venture shall have been in existence; provided that if, according to the terms of the foregoing definition, the Limited Partner Purchase Option Commencement Date would (but for this proviso) occur prior to the date (the "Payment Date") on which all amounts payable to _________ pursuant to the Development Agreement shall have been paid to _________, then "Limited Partner Purchase Option Commencement Date" shall mean the Payment Date. 1.16. "Limited Partner Purchase Option Termination Date" means the earlier of (i) the date on which _________ gives notice to the Partnership, to _________ and to each Limited Partner to the effect that _________, Inc. has determined not to purchase the Partnership Interests pursuant to the Purchase Agreement and (ii) the date which is 120 days after the Limited Partner Purchase Option Commencement Date. 1.17. "_________ Investors Purchase Date" means the date designated by _________, Inc. as the date on which _________, Inc. will purchase the _________ Investors Partnership Interest pursuant to the Purchase Agreement, which shall be a date not more than 30 days after _________, Inc. shall have given notice to _________ Investors that _________, Inc. has determined to purchase the _________ Investors Partnership Interest. 1.18. "_________ Investors Purchase Option Commencement Date" means the 90th day after the Limited Partner Purchase Date. 1.19. "_________ Investors Purchase Option Termination Date" means the date which is 90 days after the Medical Investors Purchase Option Commencement Date. 1.20. "Mode of Treatment" means any method of administering a Formulation to a patient. 1.21. "NDA" means an application to the FDA for the sale or other distribution of _________ for an Indication using a Formulation of _________[a product] and Mode of Treatment. 1.22. "Person" means an individual, a partnership, a joint venture, a corporation, a trust, an estate, an unincorporated organization, or any other entity or a government or any department or agency of it.
1.23. "Products" means any physical, chemical or biological material, or any portion of it or formulation containing it, produced directly or indirectly, which (a) _________, Inc., during the term of the Development Agreement, owns and Controls and (b) is necessary in the use, including any use in connection with research and experimentation, manufacture, sale or other disposition of human pharmaceuticals within the Field of Activity, and any replication of such material or part of such material. 1.24. "Program Know-How" means all technical information, know-how, data, pre-clinical and clinical results, techniques, discoveries, inventions, ideas, and other information (whether or not patentable), other than Program Patents, which (a) is developed, made, conceived, created or otherwise acquired by _________, Inc. during and in the course of work in the Research Program and (b) is necessary in the Field of Activity. 1.25. "Program Material" means any physical, chemical or biological material (including any Biological System) which (a) is made, developed or otherwise acquired by _________, Inc. during and in the course of the Research Program and (b) is necessary in the Field of Activity, and any replication of such material or part of such material. 1.26. "Program Patent" means any patented invention (or patented discovery or idea) which (a) is made by _________, Inc., alone or together with others, during and in the course of the Research Program, and (b) is necessary in the Field of Activity. 1.27. "Regulatory Approval" means (a)(i) in the case of _________[a product], an approval by the FDA of an NDA and (ii) in the case of _________[a product], an approval by the FDA for the sale or other disposition of [a product] for an Indication using a Formulation of [a product] and Mode of Treatment; or (b) in the event of any change in the regulatory process, an approval similar to the foregoing for sale of _________[a product] or any Formulation. 1.28. "Research Program" means any research or experimentation relating to the Field of Activity, conducted, directly or indirectly, by _________, Inc. pursuant to the Development Agreement. 1.29. "Stock Limited Partner" means each Limited Partner who, with respect to all of its Limited Partnership Interest, or any Unit of it, shall have (a) designated, pursuant to paragraph (b) of Section 4.1, the Stock Payment as the Method of Consideration payable to such Limited Partner in respect of such Limited Partnership Interest, or Unit, in connection with a purchase by _________, Inc. of the Limited Partnership Interests or (b) become bound, pursuant to the third sentence of paragraph (b) of Section 4.1, to receive the Stock Payment in connection with such a purchase. 1.30. "Stock Payment" means the consideration payable by _________, Inc., pursuant to Section 3.1 of the Purchase Agreement, in connection with the purchase by _________, Inc. of the Limited Partnership Interests. 1.31. "Technology" means collectively all of the right, title and interest of the Partnership, (i) derived by the Partnership under the Cross License Agreement in Biological Materials, Core Know-How and Core Patents, and (ii) in all Program Know-How and all Program Patents, excluding all of the right, title and interest of _________, Inc., granted to _________, Inc. under the Cross License Agreement, to Program Know-How and Program Patents. 1.32. "Unit" means, with respect to any Limited Partner, the Limited Partnership Interest of such Limited Partner, or any portion of it, aggregating $_____, calculated with reference to the Initial Capital Contribution of such Limited Partner or, where applicable, its predecessor.
1.33. "United States" means the United States of America, its possessions and its territories. ARTICLE II. —REPRESENTATIONS AND WARRANTIES 2.1. Representations and Warranties of the Partnership. The Partnership represents and warrants that: (a). The Partnership has full right, power, capacity and authority to execute and deliver this Agreement, the Development Agreement, the Cross License Agreement, the Joint Venture Agreement and the Purchase Agreement and to consummate the transactions contemplated by them. This Agreement, the Development Agreement and the Cross License Agreement constitute the valid and legally binding obligations of the Partnership in accordance with their respective terms. (b). The execution and delivery of this Agreement, the Development Agreement and the Cross License Agreement and the consummation by the Partnership of the transactions contemplated by them have been duly authorized by all requisite action, do not violate, conflict with, or constitute a default under the Limited Partnership Agreement dated as of _________, as amended on _________, relating to the Partnership (such agreement, as it shall be amended or modified from time to time, shall be referred to as the "Limited Partnership Agreement"), a true copy of which has been furnished to _________, Inc., or the terms or provisions of any agreement, license, trust, indenture or other instrument or restriction, material to the conduct of the business of the Partnership, to which the Partnership is a party or by which it is bound, or any order, award, judgment or decree to which the Partnership is a party or by which it is bound. 2.2. Representations and Warranties of , Inc. _________, Inc. represents and warrants that: (a). _________, Inc. has full right, power, capacity and authority to execute and deliver this Agreement, the Development Agreement, the Cross License Agreement, the Joint Venture Agreement and the Purchase Agreement and to consummate the transactions contemplated by them. This Agreement, the Development Agreement and the Cross-License Agreement constitute the valid and legally binding obligations of _________, Inc. in accordance with their respective terms. (b). The execution and delivery of this Agreement, the Development Agreement and the Cross License Agreement and the consummation by _________, Inc. of the transactions contemplated by them have been duly authorized by all requisite action, do not violate, conflict with, or constitute a default under _________, Inc.'s Articles of Incorporation (a true copy of which has been furnished to the Partnership), or the terms and provisions of any agreement, license, trust, indenture or other instrument or restriction, material to the conduct of the business of _________, Inc., to which _________, Inc. is a party or by which it is bound or any order, award, judgment or decree to which _________, Inc. is a party or by which it is bound. 2.3. Representations and Warranties of the Limited Partners. (a). Each Limited Partner represents that it has full right, power, capacity and authority to execute and deliver this Agreement and to consummate the transactions contemplated by it. (b). Each Limited Partner represents that this Agreement and the Limited Partnership Agreement constitute the valid and binding obligations of such Limited Partner in accordance with their respective terms. 2.4. Representations and Warranties of Investors. _________ Investors represents that it has full right,
power, capacity and authority to execute and deliver this Agreement and to consummate the transaction contemplated by it. ARTICLE III. —JOINT VENTURE OPTION 3.1. Joint Venture Option. The Partnership grants to _________, Inc. an option to enter into the Joint Venture, substantially in accordance with the terms and conditions set forth in the Joint Venture Agreement (the "Venture Option"). The Venture Option may be exercised by _________, Inc., in accordance with the procedure set forth in Section 3.2 of this Agreement, during the period commencing on the Completion Date and ending on the 90th day after the Completion Date, unless the period is extended by mutual agreement of _________, Inc. and the Partnership (the "Venture Option Exercise Period"), which extension shall be for no more than 30 days; provided that the Venture Option shall terminate upon the determination by the General Partner to terminate the Development Program pursuant to Section 2.02 of the Development Agreement; and provided further that in the event a court of competent jurisdiction shall have entered an injunction or temporary restraining order prohibiting _________, Inc. from exercising the Venture Option during the Venture Option Exercise Period or applicable laws or regulations shall prohibit _________, Inc. from exercising the Venture Option during the Venture Option Exercise Period, which injunction or applicable laws or regulations are in effect on the date when the Venture Option Exercise Period would otherwise end, such Venture Option Exercise Period shall be extended for a period (not to exceed 3 months) necessary to remove such prohibition. 3.2. Exercise of Option. The Venture Option may be exercised at any time during the Venture Option Exercise Period by delivery to the Partnership of written notice of such exercise, executed on behalf of _________, Inc. by an authorized officer of _________, Inc. Upon delivery of such notice, the Joint Venture Agreement shall be considered an effective instrument legally binding upon all parties without the necessity of execution by any such party. _________, Inc. and the Partnership agree to execute copies of the Joint Venture Agreement promptly after the date of the exercise of the Venture Option (and, in any event, within 30 days after such exercise). 3.3. Freedom to License. (a). The Partnership agrees that it shall at no time prior to the termination of the Venture Option Exercise Period license or sell the Technology to any party other than _________, Inc. (b). Subject to _________, Inc.'s rights under the Cross-License Agreement, upon _________, Inc.'s failure to exercise the Venture Option within the Venture Option Exercise Period, all of _________, Inc.'s rights under this Agreement to purchase the Partnership Interests shall terminate and the Partnership shall be free to license or sell the Technology to any other party or parties on whatever terms and conditions it may wish without additional rights on the part of _________, Inc., provided that the Partnership shall give _________, Inc. not less than 30 days' advance written notice of any proposed license, sale, lease or other disposition by the Partnership of the Technology or any substantial part of it. (c). In the event that _________, Inc. exercises the Venture Option, the Partnership shall not license or sell the Technology to any party other than _________, Inc., unless _________, Inc.'s rights to purchase the Limited Partnership Interests pursuant to Article IV of this Agreement shall have terminated. ARTICLE IV.
—PARTNERSHIP PURCHASE OPTION 4.1. Partnership Purchase Option. (a). Each Limited Partner grants to _________, Inc. an option to purchase the Limited Partnership Interest of such Limited Partner, and _________ Investors grants to _________, Inc. an option to purchase the _________ Investors Partnership Interest, each such purchase to be substantially in accordance with the conditions set forth in the Purchase Agreement. Such options to purchase the Partnership Interests may only be exercised by _________, Inc. (i) after _________, Inc. has exercised the Venture Option and (ii) during the periods and in the manner set forth in this Article IV. (b). Not less than 60 nor more than 180 days prior to the date _________, Inc. shall have given the notice referred to in paragraph (a) of Section 4.2, _________, Inc. shall elect whether, in the event _________, Inc. exercises its option to purchase the Limited Partnership Interests, it will make the Cash Payment, the Stock Payment or the Combination Payment. (c). If, pursuant to subparagraph (b) above, _________, Inc. elects to make the Stock Payment or the Combination Payment, _________, Inc. covenants and agrees: (i) to reserve and keep available out of its authorized Common Stock, or shares of its Common Stock then owned or held by or for the account of _________, Inc., solely for the purpose of delivery upon the exercise by _________, Inc. of its option to purchase the Limited Partnership Interests for the period from the Limited Partner Purchase Option Commencement Date not less than the number of shares of Common Stock that would be deliverable to all Limited Partners in accordance with subparagraph 3.1(a) of the Purchase Agreement if _________, Inc. exercised its option to purchase the Limited Partnership Interests; (ii) prior to the giving by _________, Inc. of the notice referred to in Section 4.2, to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to not less than the number of shares of Common Stock that would be deliverable, in accordance with subparagraph 3.1(a) of the Purchase Agreement, to each Limited Partner if _________, Inc. exercised its option to purchase the Limited Partnership Interests, and prior to the Limited Partner Purchase Date to cause such registration statement to be declared effective; (iii) as expeditiously as possible, to prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with it as may be necessary to keep such registration statement effective until completion of the Stock Payment or Combination Payment; (iv) as expeditiously as possible, to register or qualify the shares of Common Stock to be delivered to each Limited Partner on the Limited Partner Purchase Date under the securities or Blue Sky laws of each jurisdiction in which such registration or qualification is necessary in connection with the issuance and delivery, in accordance with subparagraph 3.1(a) of the Purchase Agreement, of such shares of Common Stock to such Limited Partner; (v) to pay all expenses incurred by _________, Inc. in complying with this subparagraph (c), including without limitation (A) all registration and filing fees, (B) all printing expenses, (C) all fees and disbursements of counsel and independent public accountants for _________, Inc., (D) all Blue Sky fees and expenses (including fees and expenses of counsel in connection with any Blue Sky surveys), and (E) the entire expense of any special audits incident to or required by any such registration; and (vi) if any Common Stock is listed on a national securities exchange, to list and keep listed on such
exchange, in compliance with the rules of it, upon official notice of issuance of such rules, all shares of Common Stock to be delivered to each Limited Partner on the Limited Partner Purchase Date. (d). If, following the Limited Partner Purchase Option Commencement Date, the number of shares of Common Stock to be delivered to each Limited Partner pursuant to subparagraph 3.1(a) of the Purchase Agreement, in respect of each Unit of Limited Partnership Interest, shall be adjusted, as provided in clause (i) of such subparagraph 3.1(a), _________, Inc. shall file, at the office of _________, Inc. and at the office of the General Partner, and shall include in the notice referred to in Section 4.2 (or, if such adjustment occurs after delivery of such notice, shall set forth in a separate notice to each Limited Partner), a statement showing in detail the facts requiring such adjustment and the number of shares of Common Stock to be delivered to each Limited Partner pursuant to subparagraph 3.1(a) of the Purchase Agreement, in respect of each such Unit. Such statement shall be signed by _________, Inc.'s Chief Financial Officer, Treasurer or Controller. 4.2. Exercise of Purchase Option. At any time on or after the Limited Partner Purchase Option Commencement Date and before the Limited Partner Purchase Option Termination Date, _________, Inc. may elect, by written notice to each Limited Partner, to purchase the Limited Partnership Interests. Such purchase shall be deemed to have occurred on, and shall be effective as of, the Limited Partner Purchase Date. In the event that _________, Inc. shall have elected, pursuant to subparagraph 4.1(b), to make the Stock Payment or the Combination Payment, the notice required by this Section 4.2 shall include a statement as to the number of shares of Common Stock to be delivered to Limited Partners in respect of each Limited Partnership Interest. 4.3. Effectiveness of Purchase Agreement. Upon the exercise of the option to purchase the Limited Partnership Interests granted pursuant to this Article IV, the Purchase Agreement shall be (i) valid, effective and binding on each of the parties without the need for signature or any further action on the part of any such party and (ii) effective as of the Limited Partner Purchase Date. The parties agree to execute, or cause to be executed, copies of the Purchase Agreement promptly after the Limited Partner Purchase Date (and, in any event, within 30 days of such date). 4.4. Freedom to License or Sell. Upon _________, Inc.'s failure, as of the Limited Partner Purchase Option Termination Date, to exercise its option to purchase the Limited Partnership Interests, all of _________, Inc.'s rights under this Agreement to purchase the Partnership Interests shall terminate, and the Partnership shall be free to license or sell the Technology to any other party or parties on whatever terms and conditions it may wish without additional rights on the part of _________, Inc.; provided that the Partnership shall give _________, Inc. not less than 90 days' advance written notice of any proposed sale or license by the Partnership of the Technology or any substantial part of it. 4.5. Continuation of Joint Venture. _________, Inc. and the Partnership agree that, in the event that _________, Inc. does not exercise its option to purchase the Limited Partnership Interests on or prior to the Limited Partner Purchase Option Termination Date, the Joint Venture shall be continued upon the terms of the Joint Venture Agreement for the Joint Venture Continuation Period, unless the Joint Venture shall have been terminated, prior to the expiration of the Joint Venture Continuation Period, in accordance with Section 9.01(a) of the Joint Venture Agreement. ARTICLE V. —EFFORTS OF PARTNERSHIP; ACCESS TO TECHNOLOGY 5.1. Partnership Efforts. The Partnership shall immediately commence to develop the Technology and will use its best efforts and take all steps which are necessary, in its reasonable judgment, to conclude the Project; provided that nothing contained in this Agreement shall obligate the Partnership to sell additional
limited partnership interests or otherwise raise or expend funds in excess of the funds available for the purposes set forth in this Agreement from the contributions of the respective partners of the Partnership. The Partnership shall promptly notify _________, Inc. when the Partnership shall have received from the FDA a Regulatory Approval in the Field of Activity. 5.2. Access to Technology. Except as otherwise provided in the Development Agreement, the Cross License Agreement or the Joint Venture Agreement, (a) _________, Inc. shall be entitled to access to the Technology solely for the purpose of determining whether or not to exercise the Venture Option pursuant to Article III of this Agreement or its right to purchase the Partnership Interests pursuant to Article IV of this Agreement and (b) _________, Inc. shall not use, within the Field of Activity, the Technology, or any other proprietary information of the Partnership, for any other purpose and shall not make, use or sell, within the Field of Activity, the Technology or such information or Products, any Formulation or any other product embodying or derived from the Technology. 5.3. Consultation. Consistent with the purposes and limitations specified elsewhere in this Agreement, the Partnership shall consult with _________, Inc. on a continuing basis to evaluate the current state of the Technology and proposed and pending patent applications with respect to it. 5.4. Improvements. _________, Inc. and the Partnership shall promptly communicate to each other any improvement or development in the Technology. ARTICLE VI. —ASSIGNMENT 6.1. Assignment. _________, Inc. may not assign or transfer this Agreement, or any or all of its rights or obligations under this Agreement, to any person other than an Affiliate of _________, Inc. and, if this Agreement is assigned in part or in its entirety to an Affiliate of _________, Inc., the transferee shall first provide to the Partnership an instrument in writing, in form satisfactory to the Partnership, providing for the assumption by the transferee of all of _________, Inc.'s obligations, covenants and liabilities under this Agreement, and, unless the Partnership otherwise consents in writing, _________, Inc. shall not be relieved of such obligations, covenants and liabilities as a result of any such assignment. _________, Inc. shall provide written notice to the Partnership of any such assignment not later than 10 days before such assignment setting forth the identity and address of the assignee and summarizing the terms of the assignment. ARTICLE VII. —COMPLIANCE WITH CROSS LICENSE AGREEMENT 7.1. Compliance with Cross License Agreement. Each of the Partnership and _________ covenants and agrees to comply in all respects with the Cross License Agreement, in accordance with its terms. 7.2. Remedies. It is expressly covenanted and agreed, that, in the event of a breach by _________, Inc., or any Affiliate of _________, Inc., or the Partnership, of its covenants or agreements contained in this Article, although the damage to _________, Inc., in the case of a breach by the Partnership, or the Partnership, in the case of a breach by _________, Inc. or an Affiliate of _________, Inc., as the case may be, will be substantial, the same will be difficult to ascertain and money damages will not afford an adequate remedy. Therefore, in the event of any such breach, in addition to such other remedies which may be provided by law, _________, Inc. or the Partnership, as the case may be, shall have the right to specific performance of the covenants and agreements contained in this Agreement by way of temporary or
permanent injunctive relief. ARTICLE VIII. —TERMINATION 8.1. Termination. If not otherwise terminated in accordance with the provisions of this Agreement, this Agreement (other than Section 5.2 and Article VII), will terminate upon the earliest of (i) the termination of the Development Agreement pursuant to Section 9.02, 9.03, 9.04 or 9.05 of it, (ii) the termination unexercised of the Venture Option if the Venture Option is not exercised within the Venture Option Exercise Period, (iii) the termination unexercised of _________, Inc.'s option hereunder to purchase the Limited Partnership Interests and (iv) the Limited Partner Purchase Date. ARTICLE IX. —MISCELLANEOUS 9.1. Entire Agreement. This Agreement (together with its annexed Exhibits) set forth and constitutes the entire agreement among the parties with respect to the subject matter of this Agreement, and supersedes any and all prior agreements, understandings, promises and representations made by either party to the other concerning the subject matter and the terms applicable to this Agreement. This Agreement may not be released, discharged, amended or modified in any manner except by an instrument in writing signed by all parties. 9.2. Severability. The invalidity or unenforceability of one or more provisions of this Agreement shall not affect the validity or enforceability of any of the other provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 9.3. Construction. This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of _________ as applied to contracts made and to be performed entirely within _________. 9.4. Waivers. The failure of any party to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this Agreement and to exercise any right under it, shall not be construed as a waiver or relinquishment of the future performance of any such terms, covenants or conditions or the future exercise of such right, but the obligations of the other party with respect to such future performance shall continue in full force and effect. 9.5. Headings. The headings of the articles, sections and paragraphs used in this Agreement are included for convenience only and are not to be used in construing or interpreting this Agreement. 9.6. Notices. Any notice or other communication required or permitted to be made or given to any party pursuant to this Agreement shall be in writing and shall be sent to each Limited Partner, at its address in the Limited Partner register maintained by the Partnership in accordance with Section 13.9 of the Limited Partnership Agreement and shall be sent to any other party at the address set forth for such party on the signature page of this Agreement, or to such other address as it shall designate by written notice, similarly given, to each other party, and shall be deemed given on the earlier of: (a) physical delivery to a party; and (b) 5 days after mailing by prepaid first class or express mail. 9.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
be an original, but such counterparts shall together constitute but one and the same instrument. In witness, the parties have caused this Agreement to be executed by their authorized officers as of the day and year first above written.