Alternative Termination Settlement. In the event that # an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction or # any Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of # a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, # a Merger Event or Tender Offer that is within Counterparty’s control, or # an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in [Section 5(a)(iii), (v), (vi), (vii) or (viii)])])])])] of the Agreement or a Termination Event of the type described in [Section 5(b)] of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), if either party would owe any amount to the other party pursuant to [Section 6(d)(ii)] of the Agreement or any Cancellation Amount pursuant to [Article 12] of the Equity Definitions (any such amount, a “Payment Amount”), then, in lieu of any payment of such Payment Amount, unless Counterparty makes an election to the contrary no later than the Early Termination Date or the date on which such Transaction is terminated or cancelled, Counterparty or Dealer, as the case may be, shall deliver to the other party a number of Shares (or, in the case of a Nationalization, Insolvency or Merger Event, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Nationalization, Insolvency or Merger Event, as the case may be (each such unit, an “Alternative Delivery Unit”)) with a value equal to the Payment Amount, as determined by the Calculation Agent over a commercially reasonable period of time (and the parties agree that, in making such determination of value, the Calculation Agent may take into account a number of factors, including, without limitation, the market price of the Shares or Alternative Delivery Units on the Early Termination Date or the date of early cancellation or termination, as the case may be, and, if such delivery is made by Dealer, the prices at which Dealer purchases Shares or Alternative Delivery Units in a commercially reasonable manner to fulfill its delivery obligations under this [Section 15]); provided that in determining the composition of any Alternative Delivery Unit, if the relevant Nationalization, Insolvency or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash; and provided further that Counterparty may make such elections only if Counterparty represents and warrants to Dealer, in writing on the date it notifies Dealer of such election, that, as of such date, Counterparty is not aware of any material non-public information regarding Counterparty or the Shares and is making such election in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. If delivery of Shares or Alternative Delivery Units, as the case may be, pursuant to this [Section 15] is to be made by Counterparty, paragraphs 2 through 7 of Annex A hereto shall apply as if # such delivery were a settlement of such Transaction to which Net Share Settlement applied, # the Cash Settlement Payment Date were the Early Termination Date or the date of early cancellation or termination, as the case may be, and # the Forward Cash Settlement Amount were equal to # zero minus # the Payment Amount owed by Counterparty. For the avoidance of doubt, if Counterparty validly elects for the provisions of this [Section 15] relating to the delivery of Shares or Alternative Delivery Units, as the case may be, not to apply to any Payment Amount, the provisions of [Article 12] of the Equity Definitions, or the provisions of [Section 6(d)(ii)] of the Agreement, as the case may be, shall apply. If delivery of Shares or Alternative Delivery Units, as the case may be, is to be made by Dealer pursuant to this [Section 15], the period during which Dealer purchases Shares or Alternative Delivery Units to fulfill its delivery obligations under this [Section 15] shall be referred to as the “Seller Termination Purchase Period”.

Alternative to Termination. If Neurocrine has the right to terminate this Agreement pursuant to [Section 13.2(b)] for Xenon’s uncured material breach, then in lieu of such termination, Neurocrine may elect, upon written notice to Xenon: # to reduce all subsequent payments from Neurocrine to Xenon under this Agreement by fifty percent (50%) or # to terminate this Agreement.

Stock in Lieu of Cash. To the extent authorized by the Committee and the Chief Human Resources Officer, a Participant may elect to receive a portion of his or her Incentive Award to be paid in cash under this AIP in the form of Common Stock under a plan or program established for that purpose, provided that the Participant is an eligible participant under such plan.

Stock in Lieu of Cash. A non-employee director may elect, in a form and in a manner prescribed by the Company, to receive all or a portion of their cash retainers (“Deferred Retainers”) in the form of deferred stock units (“DSUs”). Such DSU award will be granted on the last trading day of the calendar quarter for which the applicable Deferred Retainers would have otherwise been paid, and the number of DSUs covered by such award will be determined using the fair market value of the Company’s common stock (i.e., the closing

Stock in Lieu of Cash. A non-employee director may elect, in a form and in a manner prescribed by the Company, to receive all or a portion of their cash retainers (“Deferred Retainers”) in the form of deferred stock units (“DSUs”). Such DSU award will be granted on the last trading day of the calendar quarter for which the applicable Deferred Retainers would have otherwise been paid, and the number of DSUs covered by such award will be determined using the fair market value of the Company’s common stock (i.e., the closing price) on such date. Such DSUs will be fully vested as of the date of grant and will be paid in shares of the Company’s common stock on a one-for-one basis upon the termination of the director’s service on the Board (or, if earlier Surmodics, Inc.

Remedy. Except as provided by this Agreement, applicable law, and by the Rules, including any provisional relief offered therein, arbitration will be the sole, exclusive and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Rules, applicable law, and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has notadopted.

Remedy. Product Originating Party’s and its licensors’ entire liability and Product Selling Party’s exclusive remedy for any breach by Product Originating Party of the warranty given in this Section 4.1 will be, at Product Originating Party’s sole discretion, either to # replace the Originating Party Product or # use diligent efforts to repair the Error. Product Originating Party’s obligations set forth in the preceding sentence will apply only if notice of the Error is received by Product Originating Party within the Warranty Period and Product Selling Party supplies such additional information regarding the Error as Product Originating Party may reasonably request. If Product Originating Party does not replace the applicable Originating Party Product and/or does not repair the Error (either by providing a bug fix, a workaround or otherwise) within a reasonable time after notice of the Error and associated information from Product Selling Party is received by Product Originating Party, Product Originating Party will provide a refund of the prepaid unused license fees paid by Product Selling Party for the applicable Originating Party Product containing the Error, upon return of such Originating Party Product and any copies thereof.

Remedy. FOR PURPOSES OF SEEKING PROVISIONAL REMEDIES ONLY, CONSULTANT AGREES THAT THE COMPANY AND CONSULTANT SHALL BE ENTITLED TO PURSUE ANY PROVISIONAL REMEDY PERMITTED BY THE CALIFORNIA ARBITRATION ACT (CALIFORNIA CODE CIV. PROC. § 1281.8), OR OTHERWISE PROVIDED BY THIS AGREEMENT. EXCEPT FOR SUCH PROVISIONAL RELIEF, FOR DISPUTES ARISING OUT OF THIS AGREEMENT, CONSULTANT AGREES THAT ANY RELIEF OTHERWISE AVAILABLE TO THE COMPANY OR CONSULTANT UNDER APPLICABLE LAW SHALL BE PURSUED SOLELY AND EXCLUSIVELY IN ARBITRATION PURSUANT TO THE TERMS OF THIS AGREEMENT.

Remedy. Stockholder acknowledges and agrees that # the rights of Parent under this Agreement are of a specialized and unique character and that immediate and irreparable damage may result to Parent if Stockholder fails to or refuses to perform the obligations under this Agreement, and # Parent may, in addition to

Remedy. Customer’s sole remedy for Compute North’s non-performance of its obligations under this Agreement shall be a refund of any fees paid to Compute North for the service month during which the nonperformance occurred. Any action against Compute North in connection with this Agreement must be commenced within one (1) year after the cause of the action has accrued.