Assignment by JUPITER. It is understood and agreed that the rights granted hereunder is personal to JUPITER and is limited to JUPITER. JUPITER may not, without the prior written consent of AB, assign or sublicense this Agreement to any third party except to a buyer of substantially all of JUPITER’s business. In the event of any permitted sublicense or assignment of the Agreement in accordance with the terms hereof, JUPITER shall ensure that any assignee or sub JUPITER agrees to and complies with the terms and conditions of this Agreement. Notwithstanding the above, AB consents to JUPITER's assignment of this Agreement to JUPITER's wholly-owned subsidiary, provided said subsidiary are subject to the terms of this Agreement.

JUPITER Indemnity. JUPITER shall indemnify and hold harmless AB, its affiliates, officers, directors, agents and employees and each person, if any, who controls AB or any such affiliate against any and all loss, liability or expenses (including attorneys’ fees and expenses as reasonably incurred) arising out of JUPITER's activities related to its license of the Product.

Subject to all the terms and conditions of this Agreement, AB hereby grants to JUPITER a perpetual, exclusive, non-transferable, irrevocable license (except in event of default by JUPITER, or termination or expiration of this Agreement) to market, manufacture, sell, and distribute the Product to end users in the Territory. Notwithstanding, the foregoing, JUPITER shall not sell the Product outside its Territory. JUPITER has the right to “white-label” the Product with JUPITER copyrights, trade names and/or trademarks.

Competition. In the event AB terminates this Agreement due to a breach by JUPITER or in the event JUPITER terminates this Agreement with or without cause, JUPITER shall not, during the two (2) years following expiration or termination, offer, sell or promote products or services that compete with the Product; notwithstanding the foregoing, during the Term JUPITER shall not manufacture, sell, or promote products or services that compete with the Product.

Compliance with Applicable Laws. JUPITER shall comply with all laws and regulations applicable to JUPITER in marketing, manufacturing, and distributing the Product hereunder. Without limiting the generality of the foregoing, JUPITER shall, at its own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all filings, registrations, licenses, permits and authorizations in its geographical region of operation required for JUPITER to perform its obligations under this Agreement.

JUPITER shall maintain all necessary records during the term of this Agreement and for a period of two (2) years thereafter to permit AB to audit, at AB’s sole cost and expense and not more than once per quarter, JUPITER’s records for the purpose of determining compliance with the royalty fee in [Section 4.1] (“Audit”). Such records shall be Confidential Information of JUPITER. AB shall provide reasonable advance notice of an Audit. In the event an Audit determines JUPITER underpaid AB, JUPITER shall immediately pay AB any underpaid amounts, and if an Audit determines JUPITER underpaid AB in excess of five percent (5%), JUPITER shall, in addition to immediately correcting any underpaid amounts, reimburse AB for its reasonable costs and expenses associated with such Audit.

Use of IP. During the term and in accordance with the terms of this Agreement, JUPITER shall have the exclusive right to use the IP (including US Patent number ​) solely in connection with JUPITER's manufacture, marketing, advertising, promotion and distribution of the Product. JUPITER's use of IP shall not create any right, title or interest therein. JUPITER shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any IP, or any word or mark confusingly similar to those contained in the IP in any jurisdiction. JUPITER hereby covenants and agrees that; # its use of IP will not dilute the IP; and # the IP will be used in accordance with AB’s specifications. JUPITER shall have right to use the JUPITER intellectual property in the marketing of the Products.

Limitation on Liability. EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREIN, AB AND JUPITER WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT. FURTHER, AB AND JUPITER WILL NOT BE LIABLE UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CLAIMS WHICH AFFECT THE PERFORMANCE OR QUALITY OF THE PRODUCT. APPLED BIOLOGY’S AND JUPITER’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF ROYALTIES PAID BY JUPITER HEREUNDER PRIOR TO THE DATE SUCH LIABILITY IN INCURRED.

JUPITER represents and warrants that it will use its best efforts in marketing and selling the Product in the Territory.

Status as Independent Contractor. The relationship established between AB and the JUPITER by this Agreement is that of a vendor to its vendee and nothing herein contained shall be deemed to establish or otherwise create a relationship of principal and agent between AB and the JUPITER. JUPITER represents that it is an independent contractor who will not be deemed an agent of AB for any purpose whatsoever and neither the JUPITER nor any of its agents or employees will have any right or authority to assume or create any obligation of any kind, whether express or implied, on behalf of AB. This Agreement is not a franchise agreement and does not create a franchise relationship between the parties and if any provision of this Agreement is deemed to create a franchise between the parties, then this Agreement will be deemed null and void and will automatically terminate as if such provision had been deemed unenforceable by a court of competent jurisdiction.

Assignment. Neither this Agreement nor any interest hereunder shall be assignable by a Party without the prior written consent of the other Party, except as follows: # a Party may assign its rights and obligations under this Agreement by way of sale of itself or the sale of the portion of its business to which this Agreement relates, through merger, sale of assets and/or sale of stock or ownership interest, provided that the assignee shall expressly agree to be bound by such Party’s obligations under this Agreement and that such sale is not primarily for the benefit of its creditors, and # a Party may assign its rights and obligations under this Agreement to any of its Affiliates, provided that the assignee shall expressly agree to be bound by such Party’s obligations under this Agreement and that such Party shall remain liable for all of its rights and obligations under this Agreement. Each Party shall promptly notify the other Party of any assignment or transfer under the provisions of this [Section 10.1]. This Agreement shall be binding upon the successors and permitted assigns of the Parties and the name of a Party appearing herein shall be deemed to include the names of such Party’s successors and permitted assigns to the extent EAST\200870719.16

Assignment. No TRA Party is permitted to assign, sell, transfer, pledge, delegate, or otherwise dispose of any interest, right or obligation under this Agreement without the prior written approval of the Board (not to be unreasonably withheld, conditioned or delayed); provided, that to the extent Company Units are transferred in accordance with the terms of the Company LLC Agreement, the transferring TRA Party shall assign to the transferee of such Company Units the transferring TRA Party’s rights under this Agreement as long as such transferee has executed and delivered or, in connection with such transfer, executes and delivers, a Joinder agreeing to become a “TRA Party” for all purposes of this Agreement.

Assignment. For an agreed consideration, KeyBank hereby irrevocably sells and assigns to each First Amendment Additional Lender, and each First Amendment Additional Lender hereby irrevocably purchases and assumes from KeyBank, subject to and in accordance with the Standard Terms and Conditions set forth in [Annex 1] attached hereto and the Credit Agreement, # all of KeyBank’s rights and obligations as Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto, in each case to the extent related to such First Amendment Additional Lender’s Assigned Interest, and # to the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of KeyBank (in its capacity as Lender) against any Person, in each case related to such First Amendment Additional Lender’s Assigned Interests, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned related to such Assigned Interests. Each such sale and assignment is without recourse to KeyBank and, except as expressly provided in this Amendment, without representation or warranty by KeyBank.

Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of Sellers and Purchaser and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by Sellers or Purchaser, without the prior written consent of Sellers (in the case of an assignment by Purchaser) or of Purchaser (in the case of assignment by Sellers).

Assignment. Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of Company’s business or that aspect of Company’s business in which Executive is principally involved. Executive may not assign Executive’s rights and obligations under this Agreement without the prior written consent of Company.

Assignment. To the extent any Work Product has not automatically vested in the Company by operation of law, Executive hereby irrevocably conveys, transfers and assigns to the Company all right, title and interest in and to all Work Product, including the right to receive all past, present and future proceeds and damages therefrom, and the right to claim priority with respect thereto. If any Work Product cannot be assigned by Executive to the Company (such as any “moral rights of authors”), Executive hereby irrevocably and perpetually waives Executive’s right to assert such rights and consents to any action of the Company that would violate such rights in the absence of such consent. When requested, Executive will (without additional compensation, but at Company’s expense) execute any documents or instruments lawfully requested by the Company to formally convey and transfer ownership of any Work Product and assist the Company and its designee and take all actions to evidence, secure, prosecute, obtain, protect, enforce or defend the Work Product for the Company’s benefit. Executive appoints the Company as Executive’s agent and grants the Company a power of attorney for the limited purpose of executing all such documents and to do all other lawful acts that the Company is entitled to require Executive to do pursuant to this [Section 5(a)]. The foregoing appointment is deemed to be coupled with an interest and therefore irrevocable. This Agreement does not apply to, and Executive has no obligation to assign to the Company, an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on my own time, unless # the invention directly relates # to the business of the Company, or # to the Company’s actual or demonstrably anticipated research and development, or # the invention results from any work performed by Executive for the Company.

Assignment. This Agreement is binding upon and inures to the benefit of the heirs, successors, representatives, and assigns of each party, but no rights, obligations, or liabilities of either Party under this Agreement shall be assignable without the prior written consent of the other Party.

Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

Assignment. This Agreement is personal between Employer and Employee and may not be assigned; provided, however, that Employer shall have the absolute right at any time, or from time to time, to sell or otherwise dispose of its assets or any part thereof, to reconstitute the same into one or more subsidiary corporations or divisions or to merge, consolidate or enter into similar transactions. In the event of any such assignment, the term "Employer" as used herein shall mean and include such successor corporation.

Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other parties, except to the extent that such rights, interests or obligations are assigned pursuant to a Transfer expressly permitted under [Section 4.1].