Termination of Certain Affiliated Transactions. On or prior to the Initial Closing with respect to Newco and the Initial Contributed Entities, and on or prior to the Second Closing with respect to Crestwood Pipeline East, Crestwood shall, and shall cause its Affiliates and the applicable Contributed Entities to, terminate and release all obligations under all Affiliated Transactions other than those specified in [Section 5.11] of the Crestwood Disclosure Schedules and those set forth in the Management Agreement, in each case without charge to Newco or the Contributed Entities (unless # otherwise expressly set forth on [Section 5.11] of the Crestwood Disclosure Schedule or # to the extent any such charge is reflected as a Current Liability in the calculation of the Initial Post-Closing Adjustment or, with respect to Crestwood Pipeline East, the Second Post-Closing Adjustment).

Affiliated Entities. As used in this Agreement, “Affiliates” includes the Company and each corporation, partnership, or other entity which controls the Company, is controlled by the Company, or is under common control with the Company (in each case “control” meaning the direct or indirect ownership of 50% or more of all outstanding equity interests).

Affiliated Entity. An entity which is affiliated by common ownership or control with the Company.

Affiliated Company. Any company controlled by, controlling or under common control with the Company.

Affiliated Lenders. Any ​ may, at any time, assign all or a portion of its rights and obligations with respect to Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is or will become, after such assignment, an Affiliated ​ (including any Affiliated Debt Fund) through # Dutch auctions open to all Lenders in accordance with the procedures set forth on [Exhibit L] or # open market purchase on a non-pro rata basis, in each case subject to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds:

Payment by Affiliated Licensees. At Assignee’s option, any license agreement between Assignee and an Affiliated Licensee may provide for such Affiliated Licensee to pay directly to Assignor: # milestone payments in the amounts specified in Section 3.2 with respect to the achievement of the corresponding milestone events set forth in Section 3.2 by Human Therapeutic Products developed by or on behalf of such Affiliated Licensee; # royalties on Net Sales by such Affiliated Licensee (and its sublicensees) of Products at the rate set forth in Section 3.4; and # […​…] of the total Licensing Revenues received by such Affiliated Licensee; in each case, provided that Assignee shall remain responsible and liable to Assignor for compliance with Assignee’s obligations under Sections 3.2, 3.4 and 3.5, respectively, with respect to such Affiliated Licensee.

Binding on Affiliated Third Parties. This Agreement shall inure to the benefit of and shall be binding upon GRVE and Hymers and their respective agents, representatives, executors, administrators, trustees, personal representatives, partners, directors, officers, shareholders, agents, attorneys, insurers, employees, representatives, predecessors, successors, heirs and assigns.

Affiliate Transactions. The Company shall not itself, nor shall it cause, permit or allow any of its Subsidiaries to enter into any material transaction, including, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate of the Company except upon terms consistent with applicable laws and regulations and reasonably found by the appropriate board(s) of directors to be fair and reasonable and no less favorable to the Company or such Affiliate than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate.

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

Certain Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed on [Schedule 3(c)], none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.