Negative Covenant. From the date of its appointment until the Facility Termination Date, the Backup Servicer will not make any changes to the Backup Servicing Fee without the prior written approval of the Administrative Agent (acting at the direction of the Required Lenders)

Exclusivity Covenant. Subject to Section 2.10.2 and Section 2.10.3, each Party agrees that during the Research Term, except in the performance of its obligations or exercise of its rights under this Agreement, neither it nor any of its Affiliates will work for their own account or with any Third Party (including the grant of any license to any Third Party) with respect to the discovery, research, development, manufacture or commercialization of a Product principally intended for use in the Field.

Restrictive Covenant. CRISPR shall not exercise any rights granted to it under Section 5.2.2 unless and until [[Organization A:Organization]] is the Granting Party under [Section 9.3.2(a)]. If this Agreement is rejected by or on behalf of [[Organization A:Organization]] pursuant to the U.S. Bankruptcy Code or is repudiated by or on behalf of [[Organization A:Organization]] under the U.S. Bankruptcy Code or other Applicable Laws, it is the intention of the Parties that any exercise of rights hereunder by CRISPR after such a rejection or repudiation will be subject to and in accordance with the U.S. Bankruptcy Code including [Section 365(n)] thereof.

{ * } = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Millennium Covenant { * }. To clarify, notwithstanding the foregoing, Millennium is free to research, develop, market, sell, promote, exploit or license, alone or in collaboration with others, any pharmaceutical compound that is { * }so long as none of them use any Millennium Licensed Technology, Sunesis Licensed Technology (as in effect prior to the Amendment Effective Date) or Collaboration Technology.

In support of the Executive’s commitment to maintain the confidentiality of the Company’s Confidential Information, # during the Executive’s employment with the Company and # for a period of two (2) years following termination of the Executive’s employment for any reason (the “NC Restricted Period”), the Executive shall not, directly or indirectly, # enter the employ of, or render services to (including as a salesperson, consultant or in strategic planning role), any “Competing Business” within the “Territory” (as such terms are defined below), # engage in any Competing Business within the Territory for his own account, or # become interested in a Competing Business within the Territory as a partner, shareholder (whether or not a controlling shareholder), director, officer, principal, agent, trustee, or in any other relationship or capacity. For purposes of this Agreement, “Competing Business” shall be defined as any business that engages in clinical research in drug development; provided, however, that this definition shall only apply to clinical research and development activities which involve products and services similar to those provided by the Company during the Term or which, during the Term, the Company anticipates providing; provided, that, as applied to conduct by the Executive following the Term, a Competing Business shall only include such activities that the Company was engaged in, or that the Company anticipated engaging in, as of the last day of the Term. For purposes of this Agreement, “Territory” shall be defined as each and all of the geographic areas and locations where # the Company carries on or transacts its business, # the Company sells or markets its products or services, or # the Company’s customers are located.

During the course of employment, the Executive agrees to promptly disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulae, processes, algorithms, compositions of matter, computer software programs, databases, mask works, and trade secrets (“Inventions”) that the Executive makes or conceives or first reduces to practice or creates, either alone or jointly with others, whether or not in the course of his employment, and whether or not such Inventions are patentable, copyrightable, or protectable as trade secrets.

Restrictive Covenant. During the Term and for any period of time thereafter during which Executive is either continuing to receive compensation under this Agreement or one year, whichever period of time is longer (the “Restrictive Period”), Executive shall not, in any capacity, whether for his own account or on behalf of any other person or organization, directly or indirectly, with or without compensation, # own, operate, manage, or control, # serve as an officer, director, partner, member, employee, agent, consultant, advisor or developer or in any similar capacity to, # render services in any capacity, or # have any financial interest in, or aid or assist any person or enterprise engaged in any Competitive Business located in any area in which the Company owns, leases or programs a radio station, at any time during Executive’s employment with the Company (the “Territory”). A “Competitive Business” is a person or entity that broadcasts or transmits its Radio Programming, on-air content primarily in the Spanish-language and which competes with any Radio service offered by the Company (including any parent, subsidiary or affiliate). Competitive Business shall also include digital domains, satellite, and Internet radio providers. It is specifically understood by Executive that SBS, the SBS Stations and SBS-affiliated radio facilities or stations, if any, within the Territory (together, the “Company Entities”) are intended beneficiaries of the restrictive covenants contained in this Section. The parties agree that it will be deemed a violation of this section for Executive to render services, directly or indirectly, to any company that is in the business of owning, leasing or programming radio stations that broadcast primarily in the Spanish language during the Term or the Restrictive Period.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full in cash of the Obligations, such Borrower will comply with the following financial covenant:

Financial Covenant. Permit Excess Availability at any time to be less than the greater of # ten percent (10%) of the Combined Loan Caps (with the Loan Cap calculated without giving effect to the Term Loan Reserve) and # $10,000,000.7,000,000.