Licensee will pay Licensor the following running royalties for each Contract Year for Licensed Products and Licensed Services covered by a Valid Claim, payable on or before the Quarterly Payment Deadline for the last Contract Quarter of such Contract Year:

Assignment Fee. Unless the assignment shall be to an affiliate of the assignor or the assignment shall be due to merger of the assignor or for regulatory purposes, either the assignor or the assignee shall remit to the Administrative Agent, for its own account, an administrative fee of Three Thousand Five Hundred Dollars ($3,500).

Assignment Fee. Licensee will pay the assignment fee set forth in [Section 3.1(e)] of the Agreement within forty-five (45) days of the assignment of the Agreement.

Assignment Fee. In the event Licensee assigns this Patent License Agreement to a third party that is not an Affiliate of Licensee, or if Licensee assigns this Patent License Agreement in connection with a Change of Control, Licensee will pay the Assignment Fee forth in Section 3.1(e) of this Agreement within fifteen (15) days of the effective date of such assignment. Assignment Fee shall not be due for an assignment of this Patent License Agreement to an Affiliate of Licensee that is not made in connection with a Change of Control; provided, however, that if such Affiliate ceases to be an Affiliate of Licensee, then an Assignment Fee

Payment of Assignment Fee. [Assignor Lender] [Assignee Lender] will pay to the Administrative Agent, for its own account in immediately available funds, not later than 12:00 noon (New York City time) on the Effective Date, an assignment fee in the amount of $3,500 (the “Assignment Fee”) as required pursuant to [Section 12.02(b)] of the Funding Agreement.

Fee. The Client shall pay TPG Capital BD a fee of up to $744,625 (the “Fee”), which shall be payable by the Client and due to TPG Capital BD upon the consummation of the initial public offering of the securities of the Client (the “Transaction” and such consummation of the initial issuance of securities, the “Closing”). If the Closing does not occur during the Term, then no Fee shall be payable to TPG Capital BD. The fees described in this paragraph 1 are compensation for the Engagement, which consists of work directly related to the Transaction. Any work that is outside of the scope of the Engagement shall be subject to additional compensation as separately agreed by the parties hereto.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.

Assignment. This Agreement will be binding upon and inure to the benefit of # the heirs, executors and legal representatives of Executive upon Executive’s death and # any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.

Assignment. Except as otherwise expressly provided under this Agreement, neither Party may assign or otherwise transfer this Agreement or any right or obligation hereunder (whether voluntarily, by operation of law or otherwise), without the prior express written consent of the other Party; except however, that either Party shall be permitted to effect such an assignment or transfer without the consent of the other Party to # any of its Affiliates or # in connection with a sale of all or substantially all of its assets to which this Agreement relates, whether by merger, acquisition, asset sale, stock purchase, or otherwise, but in any event subject to Bioeq’s ability to terminate this Agreement in accordance with [Section 15.2.9] (for the avoidance of doubt, such termination right pursuant to [Section 15.2.9] shall apply mutatis mutandis in case of assignment of the Agreement to a Competitor in all cases listed under subsection # above). Any purported assignment or transfer in violation of this Section 16.4 shall be null and void.

Assignment. Neither this Award Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.