Assumption of Liabilities and Obligations. Buyer agrees that from and after the Effective Date, Buyer will be responsible for and will pay, perform and/or otherwise discharge when due those Liabilities (including any Liabilities arising in respect of Taxes) arising from and after the Effective Date to the extent directly arising from or related to the Purchased Assets, including, without limitation: # Liabilities arising on or after the Effective Date from any patent infringement claim or other lawsuit brought by any third party, the FDA or any other Governmental Entity, in all cases only to the extent that they relate to Product sold by or on behalf of the Buyer and its Affiliates on or after the Effective Date; # Liabilities arising on or after the Effective Date from any FDA or any other Governmental Entity action or notification filed on or after the Effective Date in all cases only to the extent related to the Purchased Assets following the Effective Date; # Liabilities arising on or after the Effective Date from any product liability claims relating to Product sold by or on behalf of Buyer, its Affiliates, agents or assignees on or after the Effective Date; and # state and federal Medicaid/Medicare rebates and payments, and all credits, chargebacks, rebates, discounts, allowances, incentives and similar payments in connection with the sale of Product by or on behalf of Buyer and its Affiliates on or after the Effective Date (collectively, the "Assumed Liabilities"). It is understood and agreed that the "Assumed Liabilities" do not include # any Liabilities that arose prior to the Effective Date, including any amounts accrued prior to the Effective Date or that arise from and after the Date that relate to the Purchased Assets or any other Liabilities set forth in [clauses (i) through (iv) above] in each case that relate to or arise in respect of the period prior to the Date or # any Product sold or distributed by or on behalf of Ingenus, Novast or any of their respective Affiliates, which will remain the Liabilities of Ingenus.

Assumption of Obligations. Assignee hereby accepts the assignment of the Leases, the rents due thereunder and the Security Deposits subject to the terms and conditions hereof, and from and after the date hereof, Assignee hereby assumes and shall be responsible for and shall perform all of those obligations imposed on the lessor or landlord under the Leases, which obligations first arise or accrue on or after the date hereof (the “Closing”).

Assumption of Obligations. Assignee hereby assumes and agrees to observe, perform, carry out and discharge on time and in full all of the obligations and duties of Assignor under each of the Contracts for that period of time from and after the date hereof, and Assignee agrees to indemnify and hold Assignor harmless from and against any loss, cost, damage or expense, including without limitation, reasonable attorney’s fees it may sustain as a consequence of Assignee’s failure to do so.

Assumption of Obligations. This Sublease is and at all times shall be subject and subordinate to the Master Lease and the rights of Master Landlord thereunder. Subtenant shall not commit or permit any of its employees or agents to commit on the Premises any act or omission which shall violate any term or condition of the Master Lease. Subtenant hereby agrees: # to comply with all provisions of the Master Lease which are incorporated hereunder; and # to perform all the obligations on the part of the “Tenant” to be performed under the terms of the Master Lease during the term of this Sublease which are required to be performed by Subtenant hereunder. In the event the Master Lease is terminated for any reason whatsoever, this Sublease shall terminate simultaneously with such termination without any liability of Sublandlord to Subtenant, unless such termination results from a default under the Master Lease by Sublandlord through no fault of Subtenant (or is otherwise a breach of this Sublease by Sublandlord through no fault of Subtenant), except that Sublandlord shall return to Subtenant that portion of any Rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination and so much of the Security Deposit as Sublandlord is obligated to return in accordance with the terms of this Sublease. In the event of a conflict between the provisions of the Sublease and the Master Lease, as between Sublandlord and Subtenant, the provisions of this Sublease shall control. In the event of a conflict between the express provisions of this Sublease and the provisions of the Master Lease, as incorporated herein, the express provisions of this Sublease shall control.

Assumption of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage fee owed.

Assumption of Obligations. Assignee hereby accepts Assignor’s right, title and interest in and to the Assigned Contracts, to the extent conveyed, assigned or transferred by the Assignor pursuant to Section 1 hereof, and assumes and agrees to pay, perform and comply with and to be bound as of the date hereof by all the terms, covenants, agreements, provisions and conditions of the Assigned Contracts, and discharge any and all liabilities and obligations of Assignor to the extent relating to, resulting from, or arising out of, the Assigned Contracts (collectively, the “Assumed Obligations”), in the same manner and with the same force and effect as if the Assignor had originally executed each such Assigned Contract, to the extent conveyed, assigned or transferred by the Assignor, whereupon the Assignor shall be released from any further liability under the Assigned Contracts with respect to the Assumed Obligations.

Joinder and Assumption of Obligations. Effective as of the date of this Agreement, each New Guarantor hereby acknowledges that it has received and reviewed a copy of the Credit Agreement and the other Loan Documents, and hereby:

This Sublease is and at all times shall be subject and subordinate to the Master Lease and the rights of Landlord thereunder. Subtenant hereby expressly assumes and agrees with respect to the Subleased Premises # to comply with all provisions of the Master Lease which are incorporated hereunder; and # to perform all the obligations on the part of the “Tenant” to be performed under the terms of the Master Lease; and # to be subject to all breach and Event of Default terms and conditions of the Master Lease with respect to the Subleased Premises. In the event the Master Lease is terminated pursuant to the terms of the Master Lease, this Sublease shall terminate simultaneously with such termination without any liability of Sublandlord to Subtenant. In the event of a conflict between the express provisions of this Sublease on the one hand, and the provisions of

Joinder and Assumption of Obligations. Effective as of the date of this Agreement, each New Guarantor hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, the Guarantee and Collateral Agreement, and the other Loan Documents, and hereby:

Assumption of Obligations. Any buyer or transferee of Lessor’s interest in this Lease shall be deemed to have assumed Lessor’s obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee’s Broker when due, Lessee’s Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee’s Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor’s Broker for the limited purpose of collecting any brokerage fee owed.