Assignment Obligation. Each Party shall cause all Persons who perform Development activities, Manufacturing activities, or regulatory activities for such Party or its Affiliates under this Agreement, or who conceive, discover, develop, invent or otherwise make any Inventions by or on behalf of such Party or its Affiliates or its or their (sub)licensees under or in connection with this Agreement, to be under an obligation to assign (or, if such Party is unable to cause such Person to agree to such assignment obligation despite such Party’s using commercially reasonable efforts to negotiate such assignment obligation, then to grant an exclusive license under) their rights in such Inventions resulting therefrom to such Party, or its Affiliates or Sublicensees, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit, and public institutions that have standard policies against such an assignment (in which case, a suitable license, or right to obtain such a license, shall be obtained). Notwithstanding the foregoing, Licensee may engage outside contractors in support of its activities hereunder (for example, contract manufacturing organizations) without obtaining such an

Assignment Obligation. Each Party shall cause all employees, independent contractors, consultants, and others who perform activities for such Party under this Agreement to be under an obligation to assign to such Party their rights in and to any Collaboration Technology and all intellectual property rights therein, except where Applicable Laws requires otherwise. Each Party shall use reasonable efforts to promptly disclose to the other Party all Collaboration Technology, including any invention disclosures, or other similar documents, submitted to it by its employees, agents or independent contractors describing such Collaboration Technology, and all information relating to such Collaboration Technology to the extent necessary or useful for the preparation, filing and maintenance of any Patent Rights with respect to such Collaboration Technology.

Assignment Obligation. AzurRx shall cause all Persons who perform Development, Commercialization, Manufacturing or other activities for or on behalf of AzurRx under this Agreement or who invent, conceive, discover, develop or otherwise make any Program Know-How or Program Patents by or on behalf of AzurRx or its Affiliates or its or their Sublicensees under or in connection with this Agreement to assign (or, if AzurRx is unable to cause such Person to assign, to provide an exclusive license under) their rights in any such Program Know-How or Program Patents resulting therefrom to AzurRx, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit, academic and public institutions that have standard policies against such an assignment (in which case a suitable exclusive license with the right to sublicense or right to obtain such a license shall be obtained).

IP Assignment Obligation. Each Party shall cause all Persons who perform activities for such Party or its Affiliates under this Agreement or who conceive, reduce to practice, discover, develop or otherwise make any inventions on behalf of such Party or its Affiliates under this Agreement to assign their rights in any inventions resulting therefrom to such Party, other than any invention that constitutes an improvement to any background technology of such Person. In the event that a Person is prohibited by applicable Law from assigning such rights in inventions to such Party, then such Party shall require that such Person grants to such Party an exclusive, irrevocable, perpetual, sublicensable and royalty-free license in and to such inventions for all uses in the Territory.

Builder’s Obligation of Assignment. Upon termination of this Agreement by Owner, Owner may, in its absolute discretion, require Builder promptly to assign and/or deliver to Owner, to the extent Builder is permitted to do so, all or any (in each of the following cases, only as they directly relate to the Vessel): # bids or proposals; # subcontracts; # construction plans; # Materials, tools and equipment (to the extent paid for by Owner); # rental agreements; # Work, including the Vessel (to the extent Owner has title to same in accordance with Section 24.1); and # any other commitments directly related to the Vessel. In the event of any such assignments as required hereunder, Builder shall promptly execute and deliver to Owner written assignments of the foregoing in a form reasonably acceptable to Owner.

Direct Obligation. Neither the Collateral Agent nor any Lender or other Secured Party shall be required to make any demand upon, or pursue or exhaust any right or remedy against, any Grantor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or indirect guaranty thereof. All of the rights and remedies of the Collateral Agent and Lenders and any other Secured Party shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided by any Requirements of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent, Lenders or any other Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by any of them of any rights or remedies hereunder. If any notice of a proposed sale or other disposition of any Collateral shall be required by Requirements of Law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

Landlord's Obligation. Landlord will maintain, clean repair and restore in a first-class manner consistent with the first-class nature of the Building and Project and in reasonably good order and condition # the Common Area; # the mechanical, plumbing, electrical, security and HVAC, elevator, and life safety equipment and systems serving the Building; # the structure of the Building (including roof, exterior walls and foundation); # exterior windows of the Building; and # Building standard lighting, except for Lightning Maintenance, which is governed by Section 11.2. Except as otherwise provided in [Section 6.2], the cost of such maintenance, repairs, replacements and restorations shall be included in the Operating Expenses and paid by Tenant as provided in [Article VI]; provided, however, subject to [Section 15.5], Tenant shall bear the full cost, plus 5% of such cost for Landlord's overhead, of any maintenance, repair or restoration necessitated by the negligence or willful misconduct of Tenant or its Agents. Tenant acknowledges that Landlord shall not be obligated to provide any of the services that Tenant is responsible for providing under Section 11.2; provided, that Tenant may elect to contract with Landlord for janitorial service as provided in Section 11.2. Tenant waives all rights to make repairs at the expense of Landlord, to deduct the cost of such repairs from any payment owed to Landlord under this Lease or to vacate the Premises or terminate this Lease whether under California Civil Code Section 1942 or any other law. Tenant further waives the provisions of California Civil Code Section 1932 with respect to Landlord’s obligations under this Lease.

. Landlord shall, at all times during the Lease Term, maintain in good condition and repair, and at its sole cost and expense except as hereinafter provided: # the load-bearing walls (excluding paint, caulking, and sealant), foundation, and structural elements of the roof and slab, of the Building, and # the surface elements of the roof of the Building (i.e., the roof membrane), # utility mains servicing the Building, including sewer lines and electrical service exterior to the Building, # exterior portions of Building Systems (excluding HVAC), and # all of the Outside Areas, including the parking lot surfaces, landscaping and all outdoor facilities. Landlord shall regularly and periodically sweep and clean the driveways and parking areas. The costs incurred by Landlord for maintenance, repair, or replacement of the elements set forth in [clause (i) above] shall not be passed through to Tenant except to the extent necessitated by uninsured damage caused by the negligence or willful misconduct of Tenant or any of the Tenant Parties. In addition, the provisions of this subparagraph # shall in no way limit the right of Landlord to charge to Tenant, as Additional Rent pursuant to Article 3, the costs incurred by Landlord in the maintenance, repair, or replacement of the elements set forth in [clauses (ii) through (v) above]. Landlord shall maintain the Property in accordance with the Operating Standards (as defined below). In the event Tenant does not elect to hire a contractor under [clauses (x) and (y)] of Paragraph 5.1(a) above, Landlord may hire any such contractor. Notwithstanding anything to the contrary contained in this Lease, if, at any time during the Lease Term, the repair costs for # the HVAC units, # the roof and/or the roof membrane, or # any of the passenger elevators of the Building meets or exceeds or are anticipated to meet or exceed fifty percent (50%) of the estimated replacement cost of such items [(A) through (C)], respectively, then Landlord shall agree to replace such items pursuant to this Paragraph 5.1(b). If the foregoing sentence is satisfied, then Landlord shall promptly engage a licensed contractor to replace such items necessary for the safe and

Confidentiality Obligation. Recipient will: # treat as confidential, and protect the Confidential Information of the Discloser from all unauthorized use, disclosure, copying, dissemination or distribution; # use such Confidential Information solely for the purposes of this Agreement; # not disclose, deliver, distribute, display, demonstrate or otherwise make available such Confidential Information to any employees or other Persons, except those employees and contractors of Recipient (“Representatives”) who # need to know such Confidential Information for the purposes of performing the Recipient’s obligations under this Agreement, # have been informed that such Confidential Information belongs to the Discloser, and # have agreed, in a written agreement, to maintain the confidentiality thereof; # promptly return and/or destroy all such Confidential Information upon the earlier of Discloser’s request or the expiration or termination of this Agreement (and if such return is impossible as to any portion of the Confidential Information, then Recipient will promptly permanently destroy such Confidential Information and certify to Discloser that all such Confidential Information, including all copies thereof, has been completely and permanently destroyed); # immediately notify Discloser upon discovery of any loss or unauthorized use, disclosure, copying, dissemination or distribution of any such Confidential Information and use all reasonable efforts to retrieve such Confidential Information; # not reverse engineer or analyze such Confidential Information (except as permitted by law); and # will not remove or obscure markings (if any) on Confidential Information indicating its proprietary or confidential nature. If any Representative uses, discloses, copies, disseminates or distributes Confidential Information other than as authorized in this Agreement, Recipient will be liable to Discloser for such use, disclosure, copying, dissemination or distribution to the same extent that it would have been had the Recipient used, disclosed, copied, disseminated or distributed that Confidential Information.

Binding Obligation. Holder has full legal capacity, power and authority to execute and deliver this Note and to perform his obligations hereunder. This Note is a valid and binding obligation of Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.