Certain Limitations. The indemnification provided for in Section 5.2 and Section 5.3 shall be subject to the following limitations:

The rights to indemnification provided for in this Article 6 shall be the sole and exclusive remedy of BIOX or RKDA, as the case may be, after the Closing for any and all claims arising out of, related to, in connection with or with respect to, this Agreement or the transactions contemplated hereby, excluding, in each case, any claim relating to fraud; provided, however, that nothing contained in this Agreement shall prevent an Indemnified Party from # pursuing remedies as may be available to such Indemnified Party under applicable Law in the event of the Indemnifying Party’s failure to comply with its indemnification obligations hereunder; # pursuing an injunction or other equitable relief as may be available to such Party under applicable Law; or # pursuing remedies as may be available pursuant to [Section 8.13].

Certain Limitations. The indemnification provided for in Section 5.2 and Section 5.3 shall be subject to the following limitations:

Certain Limitations. Each of the Milestone Payments shall only be payable once, upon the first occurrence of the corresponding Milestone

Certain Limitations. Following the Closing, the indemnification provided for in this Agreement shall be the exclusive remedy of Buyer or Seller for any claims, whether in law or equity, in contract, tort or otherwise, arising out of or relating to this Agreement or any of the Ancillary Agreements, or any alleged breach thereof. Except for claims under Section 10.2(b) and/or claims resulting from fraud or criminal acts, no claim for indemnification shall be permitted as to any matter that arises, or is initially asserted or brought, more than twelve (12) months after the Closing Date. No party shall be entitled to indemnification unless and until the total amount of its Losses exceeds $15,000, but if that threshold is exceeded a party may seek indemnification (subject to the other terms and limitations of this Agreement) from the first dollar of its Losses. The indemnification provided for by Seller in Section 10.2(a) shall be subject to a ceiling of $500,000 on the total Losses for which Buyer may obtain indemnification. Notwithstanding anything else in this Agreement to the contrary, the maximum aggregate indemnification liability of Seller shall be the amount of the Cash Payment, except in the case of any Losses resulting from fraud or criminal acts for which the liability of Seller shall be unlimited.

Substitute Awards Relating to Acquired Entities. Shares issued under Awards granted in substitution for awards previously granted by an entity that is acquired by or merged with the Company or an Affiliate shall not be counted against the aggregate number of Shares available for Awards under the Plan.

Substitute Awards Relating to Acquired Entities. Shares of Common Stock issued under awards granted in substitution for awards previously granted by an entity that is acquired by or merged with the Company or an affiliate shall not be counted against the aggregate number of shares available for award under the Plan.

. All calculations of Net Sales hereunder shall be made in accordance with Accounting Standards, including the provisions thereof regarding expense and revenue recognition, as applied by Takeda consistently with their application in its external financial reporting.

Treatment of Equity Awards. For purposes of Sections VI.A. through VI.E., all outstanding stock options, restricted stock, RSUs, PSUs and any other equity incentives, including the Special Retention Award, shall be treated solely in accordance with the terms of the award agreements to which the Company and Executive are parties on the Date of Termination.

Treatment of Equity Awards. In the event that Employee is subject to a Change in Control Involuntary Termination, 100% of Employee's unvested Company equity-based awards (including, but not limited to, stock options, restricted stock, restricted stock units, and stock appreciation rights) shall become immediately vested on such termination date and the risk of forfeiture of 100% of Employee's restricted stock, if any, shall lapse on such termination date. Each such equity award shall be exercisable in accordance with the provisions of the award agreement and plan pursuant to which such equity award was granted, including, in the case of stock options, the plan or award agreement provisions regarding any post-termination period of exercisability.•