If Crestwood and CEGPS fail to reach an agreement with respect to all of the matters set forth in the Initial Statement of Objections or Second Statement of Objections before expiration of the Initial Resolution Period or Second Resolution Period, as applicable, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent nationally recognized accounting firm other than Crestwood’s accountants or CEGPS’s accountants that CEGPS and Crestwood shall appoint by mutual agreement, or failing such agreement, CEGPS and Crestwood shall engage the American Arbitration Association to appoint an independent nationally recognized accounting firm other than Crestwood’s accountants or CEGPS’s accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Initial Post-Closing Adjustment, the Second Post-Closing Adjustment or the Crestwood Pipeline East Termination Adjustment, as the case may be, and the Initial Closing Statement and Second Closing Statement, as the case may be. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Initial Closing Statement and the Initial Statement of Objections with respect to the Initial Closing, and the Second Closing Statement and the Second Statement of Objections with respect to the Second Closing.

CytomX Breach. Regeneron will have the right to terminate this Agreement in the event of any material breach by CytomX of any terms and conditions of this Agreement ​; provided, however, that Regeneron has ​; provided further, however, that such termination will not be effective if such breach has been cured within ​ days after written notice thereof is given by Regeneron to CytomX specifying the nature of the alleged breach; provided further, however, if such breach is not reasonably subject to cure within ​ days after receipt of written notice thereof, then CytomX shall continue to use good faith efforts to cure such breach and shall have provided to Regeneron a written plan intended to cure (and that CytomX reasonably believes will cure) such breach as soon as reasonably practicable thereafter. Notwithstanding the foregoing in this [Section 13.3.1], in the event of a good faith dispute as to whether a material breach by CytomX has occurred, the foregoing cure period with respect thereto will be tolled pending final resolution of such dispute in accordance with the terms of this Agreement; provided, however, if such dispute relates to payment, such tolling of the cure period will only apply with respect to payment of the disputed amounts, and not with respect to any undisputed amount.

Should any Party materially breach any provisions of this Agreement and fail to remedy such breach within thirty (30) Business Days after receiving written notice from the other Party requiring such remedy, then the Party aggrieved by such breach shall be entitled, without prejudice to their other rights in law including any right to claim damages, to cancel this Agreement or to claim immediate specific performance of all of the defaulting Party’s obligations the due for performance at the time of breach.

Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 16.3(a)(i), and such alleged breaching Party provides the other Party notice of such dispute within such ​ day or ​ day period, as applicable, then the non-breaching Party will not have the right to terminate this Agreement under Section 16.3(a)(i) unless and until an arbitrator, in accordance with Article 17, has determined that the alleged breaching Party has materially breached this Agreement and that such Party fails to cure such breach within ​ days following such arbitrator’s decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ​ days following such arbitrator’s decision). The arbitrator’s decision will include a description of what is required to cure such breach. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement will remain in effect.

No Breach. The Company is not in breach of, or in default under, any term or provision of any indenture, mortgage, deed of trust, lease, note, loan, or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which it is a party or by which it or any of its properties may be bound. The Company is not in violation of any provision of its certificate of formation or operating agreement, any franchise, license, permit, judgment, decree, or order, or any statute, rule, or regulation, except for any violation which would not reasonably be expected to have a material adverse effect on the Company or any of its properties or assets;

No Breach. Bellus confirms that, as of the date of this Letter Agreement: # the Bellus License Agreement remains in full force and effect; and # it has not given any notice to FB Health of any breach by FB Health under the Bellus License Agreement.

Regarding No.4 Facility Building, the total leased area of ​​the 3rd floor is 718.42 square meters, and both parties agree that the monthly rent is 31.30 per square meter in RMB, totaling 22,489.99 per month in RMB.

Labor Relations. No Borrower or Subsidiary is party to or bound by any collective bargaining agreement. There are no material grievances, disputes or controversies with any union or other organization of any Borrower’s or Subsidiary’s employees, or, to any Borrower’s knowledge, any asserted or threatened strikes, work stoppages or demands for collective bargaining which could reasonably be expected to have a Material Adverse Effect. No Borrower or Subsidiary is party to or bound by any management or consulting agreement, the breach or termination of which could reasonably be expected to have a Material Adverse Effect.

The parties irrevocably agree that any dispute regarding this Agreement shall be settled by binding arbitration in accordance with the Mutual Agreement to Resolve Disputes and Arbitrate Claims.

Material Agreements. All material agreements to which FDOC is a party are included as part of or specifically identified in the FDOC Reports to the extent required by the rules and regulations of the SEC as in effect at the time of filing (“Material Agreements”). Except for the Material Agreements, FDOC has no contracts. Neither FDOC nor, to FDOC’s knowledge, any other party to the Material Agreements, is in breach of or default under any of such contracts.