Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, # any Base Salary owed to Executive through the date of termination; # expenses reimbursement amounts owed to Executive; # all unpaid amounts of any Annual Milestone Bonus(es) Executive earned prior to the termination date; # a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; # any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and # any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in [(i) through (vi) above] being the “Termination Amounts”). The Company shall pay Executive: # the amounts contained in items [(i) through (iv)] within ten (10) days following such termination; # any payments associated with # in accordance to the terms of such plans or programs; and # any such amounts in # in accordance with the terms of such agreements, with the Termination Amounts being subject to the standard deductions and withholdings (as applicable). The Base Salary payments will be subject to standard payroll deductions and withholdings.

Termination By Complete Disability. If the Executive becomes Completely Disabled (as defined below), the Company may terminate Executive's employment. "Completely Disabled" shall mean the inability of the Executive to perform his duties under this Agreement, even with reasonable accommodation, because he has become permanently disabled within the meaning of any policy of disability income insurance covering employees of the Company then in force, or, if the Company has no policy of disability income insurance covering employees of the Company in force when the Executive becomes disabled, the inability of the Executive to perform the Executive's duties under this Agreement, whether with or without reasonable accommodation, by reason of any incapacity, physical or mental, which the Board, based on medical advice or an opinion provided by a licensed physician mutually acceptable to the Board and the Executive (or the Executive's legal representative), determines to have incapacitated the Executive from satisfactorily performing all of his usual services for the Company, with or without reasonable accommodation, for a period of at least 180 days during any 12-month period (whether or not consecutive). Based upon such medical advice or opinion, such determination of the Board shall be final and binding. The Company shall pay to the Executive all compensation to which the Executive is entitled up through the date of termination, and thereafter all obligations of the Company under this Agreement shall cease. Nothing in this Section shall affect the Executive's rights under any disability plan in which the Executive is a participant.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. Except as provided in paragraph 10, [[Person A:Person]] understands and agrees that this document (along with the documents referenced herein including, without limitation, the [[MEC:Organization]] Deferred Compensation Plan, the [[MEC:Organization]], Inc. Employee Stock Ownership Plan, the [[MEC:Organization]], Inc. 401(k) Plan, and the [[MEC:Organization]] 2019 Omnibus Incentive Plan (including any Award Agreements or Restricted Stock Units outstanding thereunder)) contains the entire agreement between himself and the Company relating to his employment and the termination of his employment, that this Agreement supersedes and displaces any prior agreements and/or discussions relating to such matters, and that he may not rely on any such prior agreements or discussions.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, # any Base Salary owed to Executive through the date of termination; # expenses reimbursement amounts owed to Executive; # all unpaid amounts of any Annual Bonus(es) Executive earned prior to the termination date; # any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and # any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in [(i) through (v) above] being the “Termination Amounts”). The Company shall pay Executive: # the amounts contained in items [(i) through (iii)] within ten (10) days following such termination; # any payments associated with # in accordance to the terms of such plans or programs; and # any such amounts in # in accordance with the terms of such agreements, with the Termination Amounts being subject to the standard deductions and withholdings (as applicable). The Base Salary payments will be subject to standard payroll deductions and withholdings.

Complete Agreement. This 2022 Letter Agreement constitutes the complete agreement between the Parties as to the subject matter identified herein. Any modifications to this 2022 Letter Agreement must be made in writing and signed by both Parties. To the extent that there is any inconsistency between this 2022 Letter Agreement and the terms of any of the referenced license or sublicense agreements, this 2022 Letter Agreement shall govern. The Penn-GSK License, the Penn-RGX License and the GSK-RGX Sublicense remain in full force and effect unless expressly modified, waived, amended or superseded by the terms of this 2022 Letter Agreement.

Complete Disability. “Complete Disability” means that Executive is determined to be permanently disabled pursuant to the Company’s long-term disability plan and is receiving disability benefits under such plan.

Complete Disability. “Complete Disability” means that Executive is determined to be permanently disabled pursuant to the Company’s long-term disability plan and is receiving disability benefits under such plan.

Termination for Death or Complete Disability. Executive’s employment with the Company shall automatically terminate effective upon the date of Executive’s death or Complete Disability (as defined below).

Termination for Death or Complete Disability. Executive’s employment with the Company shall automatically terminate effective upon the date of Executive’s death or Complete Disability (as defined below).