VIRTUAL WAREHOUSE VENDORS ONLY MUST COMPLETE: Vendor will ship to the following locations:

Management Fee. Pay any management fee, consulting fee, or similar fee to the Sponsors, any of its equity holders, or any Affiliate thereof.

Project Management. With respect to each Project Plan, each party will appoint a project manager who will be the party responsible for overseeing the Project Plan.

Management Rights. Borrower shall permit any representative that Agent or the Lenders authorizes, including its attorneys and accountants, to inspect the Collateral and examine and make copies and abstracts of the books of account and records of Borrower at reasonable times and upon reasonable notice during normal business hours; provided, however, that so long as no Event of Default has occurred and is continuing, such examinations shall be limited to no more often than twice per fiscal year. In addition, any such representative shall have the right to meet with management and officers of Borrower to discuss such books of account and records at reasonable time and upon reasonable notice during normal business hours. In addition, Agent or the Lenders shall be entitled at reasonable times and intervals reasonably acceptable to Borrower to consult with and advise the management and officers of Borrower concerning significant business issues affecting Borrower, which consultations shall not unreasonably interfere with Borrower’s business operations; provided that the management and officers of Borrower are not obligated to accept such advice. The parties intend that the rights granted Agent and the Lenders shall constitute “management rights” within the meaning of 29 C.F.R. Section 2510.3-101(d)(3)(ii), but that any advice, recommendations or participation by Agent or the Lenders with respect to any business issues shall not be deemed to give Agent or the Lenders, nor be deemed an exercise by Agent or the Lenders of, control over Borrower’s management or policies.

Transportation Management. Tenant shall fully comply with all present or future programs mandated by law and intended to manage parking, transportation or traffic in and around the Project and/or the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities. Such programs may include, without limitation: # restrictions on the number of peak-hour vehicle trips generated by Tenant; # increased vehicle occupancy; # implementation of an in-house ridesharing program and an employee transportation coordinator; # working with employees and any Project, Building or area-wide ridesharing program manager; # instituting employer-sponsored incentives (financial or in-kind) to encourage employees to rideshare; and # utilizing flexible work shifts for employees.

Participates in formulating overall mission, establishes policies and develops long-range goals, strategies and objectives to meet the mission.

Management Reports. The Borrower shall deliver to the Administrative Agent and the Lenders, concurrently with the delivery of the quarterly and annual financial statements set forth in [subsections (a) and (b)])] above, a copy of any management report, letter or similar writing furnished to the Companies by the accountants in respect of the systems, operations, financial condition or properties of the Companies.

Patent Management. Reata shall have the sole right, but not the obligation, to # prepare, file, prosecute, and maintain, # apply for patent term extensions and supplementary protection certificates for Licensed Products with respect to, # prosecute any infringement with respect to, and # defend and control the defense of the validity and enforceability of, in each case ((a) - (d)), the [[AbbVie:Organization]] Patents and Reata Patents worldwide, at Reata’s sole cost and expense. As between the Parties, any recovery realized as a result of litigation with respect to the infringement of an [[AbbVie:Organization]] Patent or Reata Patent (whether by way of settlement or otherwise) will be retained by Reata and to the extent such recovery is attributable to lost sales or profits of one or more Royalty Products, included in Net Sales and subject to the royalty payment obligations set forth in Section 5.2.

asset purchases of the Covenant Entities (including purchases of inventory, supplies, materials and equipment[[Borrower:Organization]] and the licensing, leasing or contribution of intellectual property pursuant to joint marketing or other arrangements with other Persons, in each case in the ordinary course of business;

Management Fee. As consideration for the services to be rendered by Manager pursuant to this Agreement as manager and operator of the Premises, Manager shall be paid the following Base Management Fee and Incentive Management Fee (as such terms are hereinafter defined (collectively called the “Management Fee”) for the Hotel as follows: