Not Construed Against Drafter. The language of this Agreement shall not be interpreted in favor of or against any Party as the drafter of this Agreement.

Representations and Warranties of Each Party. Each of Merck and Licensee hereby represents, warrants and covenants to the other Party hereto as follows:

Documents Mutually Drafted. ​ and ​ agree that this Agreement each other Program Document prepared in connection with the Transactions set forth herein have been mutually drafted and negotiated by each party, and consequently such documents shall not be construed against either party as the drafter thereof.

This Agreement is the product of arm’s-length negotiations between the parties. Each of the parties agrees that neither party will claim that any ambiguity in this Agreement shall be construed against the other party or against the drafter of this Agreement.

Each U.S. Lender shall deliver to the ​ and the ​ on or before the date on which it becomes a party to this Agreement two properly completed and duly signed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

Each U.K. Lender which becomes a Party after the Closing Date (a “New U.K. Lender”) shall indicate in the relevant Assignment and Assumption or other agreement executed pursuant to the terms of this Agreement which it executes on becoming a Party as a U.K. Lender, and for the benefit of the Administrative Agent and without liability to any U.K. Borrower, which of the following categories it falls in: # not a U.K. Qualifying Lender; # a U.K. Qualifying Lender (other than a U.K. Treaty Lender); or # a U.K. Treaty Lender, and if the New U.K. Lender fails to indicate its status in accordance with this [Section 3.01(i)(ix)] then such New U.K. Lender shall be treated for the purposes of this Agreement (including by each U.K. Borrower) as if it is not a U.K. Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall inform the relevant U.K. Borrower). For the avoidance of doubt, an Assignment and Assumption or any other such agreement pursuant to any Person becomes a Party shall not be invalidated by any failure of a Lender to comply with this [Section 3.01(i)(ix)].

Each U.K. Borrower hereby irrevocably and unconditionally jointly and severally guarantees to the Administrative Agent and the U.K. Lenders the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise) of all of the Obligations of the other U.K. Borrower hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lenders, the Agents and the L/C Issuers under this Agreement, for the mutual benefit, directly and indirectly, of each U.K. Borrower and in consideration of the undertakings of the other U.K. Borrower to accept joint and several liability for the Obligations. Each U.K. Borrower agrees that this is an absolute, unconditional and continuing guaranty of the full and punctual payment of all of the Obligations of the other U.K. Borrower hereunder and under the other Loan Documents and not of their collectability only and is in no way conditioned upon any requirement that the Administrative Agent or any U.K. Lender first attempt to collect any of such Obligations from such U.K. Borrower or resort to any collateral security or other means of obtaining payment. Each U.K. Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other U.K. Borrower with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under this [Section 10.10(a)]), it being the intention of the parties hereto that all of the Obligations of the U.K. Borrowers shall be the joint and several Obligations of each U.K. Borrower without preferences or distinction among them. Each U.K. Borrower hereby waives all defenses relating to the joint and several liability described above, including, without limitation, all suretyship defenses.

Each U.K. Revolving Borrowing, each conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, each conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, and each continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans shall be made upon the applicable U.K. Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a U.K. Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K. Loan Notice must be received by the Administrative Agent not later than # ​ (London time) # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of, conversion to, or continuation of Eurodollar Rate Loans, or any conversion of Eurodollar Rate Loans to Domestic Base Rate Loans, and # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Alternative Currency Term Rate Loans, and # ​ (Eastern time) on the requested date of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that, if the applicable U.K. Borrower wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than ​ (London time) four (4) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the U.K. Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than ​ (London time), three (3) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K. Lenders. Except as provided in [Section 2.04(c)(iii)(A)], Each U.K. Revolving Borrowing or continuation of Eurodollar Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amount of ​ if denominated in Dollars, ​ if denominated in Sterling, or ​ if denominated in Euro or a whole multiple of ​ if denominated in Dollars, ​ if denominated in Sterling, or ​ if denominated in Euro in excess thereof. Each U.K. Revolving Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of ​ or a whole multiple of ​ in excess thereof. Each U.K. Loan Notice shall specify # whether the applicable U.K. Borrower is requesting a U.K. Revolving Borrowing, a conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, a continuation of Eurodollar Rate Loans, or a continuation of Alternative Currency Term Rate Loans, # the requested date of such U.K. Revolving Borrowing or continuation, as the case may be (which shall be a Business Day), # the currency and principal amount of the U.K. Revolving Loans to be borrowed or continued, # the Type of U.K. Revolving Loans to be borrowed, # if applicable, the duration of the Interest Period with respect thereto, and # the applicable U.K. Borrower. If the applicable U.K. Borrower fails to specify a currency in a U.K. Loan Notice requesting a U.K. Revolving Borrowing, then the Revolving Loans so requested shall be made in Sterling. If the applicable U.K. Borrower fails to timely request a continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable, such U.K. Revolving Loans shall be continued as Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable in their original currency with an Interest Period of one (1) month. If the applicable U.K. Borrower requests a U.K. Revolving Borrowing of, or continuation of, Eurodollar Rate Loans or Alternative Currency Term Rate Loans in any such U.K. Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as otherwise provided in this Agreement, no U.K. Revolving Loan may be converted into or continued as a U.K. Revolving Loan denominated in a different currency, but instead must be repaid in the original currency of such U.K. Revolving Loan and reborrowed in the other currency.

Each Agent agrees to hold any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of such Agent, or of agents or bailees of such Agent (such Collateral being referred to herein as the “Pledged Collateral”) as gratuitous bailee and sub-collateral agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the First Lien Documents or Second Lien Documents, as applicable, subject to the terms and conditions of this [Section 6].

Performance by Each Borrower. The Borrowers shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by any Borrower, subject to all applicable notice, grace and cure periods therein.

irrevocably agrees that any claims, suits, actions or proceedings # arising out of or relating in any way to this Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of this Agreement or the duties, obligations or liabilities among the Parties, or the rights or powers of, or restrictions on, the Parties or the Company), # asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company, or owed by the Company, to the Parties, # asserting a claim arising pursuant to any provision of the Delaware Act or # asserting a claim governed by the internal affairs doctrine shall be exclusively brought in the Delaware Courts, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; and

Any ambiguities in this Agreement shall not be construed against the Company solely based on any argument that it was the drafter.

No Presumption and Opportunity to Review. The fact that this Agreement was drafted by one party shall create no presumptions and specifically shall not cause this Agreement or any part hereof to be construed against any party as the drafter. The Company hereby represents that it has had a full and fair opportunity to have this Agreement, and all related documents referred to herein, reviewed by counsel of its own choice.

No Admission and Joint Drafting: This Agreement shall not be construed as an admission by the Company and/or You or that either has acted wrongfully with respect to the other. This Agreement is the result of the joint efforts of You and the Company and no party shall be considered to be the drafter. Any uncertainty or ambiguity shall not be interpreted against one party in favor of the other.

Interpretation. The Parties hereby waive any presumptions of any statutory or common law rule relating to the interpretation of contracts against the drafter.

Condition to Obligation of Each Party to Affect the Share Exchange. The respective obligations of the Company, each Shareholder and YourSpace to consummate the transactions contemplated herein are subject to the satisfaction or waiver in writing at or prior to the Closing Date of the following conditions.

Section # No Presumption. This Agreement has been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.

Related Party Disclosure. Except as set forth on [Schedule 3.24], no Employee, officer, Shareholder or member of the Board of Directors of the Company, any member of his or her immediate family or any of their respective Affiliates (“Related Persons”) # is involved in any business arrangement or other relationship with the Buyer (whether written or oral), # owns any property or right, tangible or intangible, that is used by the Buyer, # to the knowledge of the Company, has any claim or cause of action against the Buyer or # to the knowledge of the Company, owns any direct or indirect interest of any kind in, or controls or is a director, officer, employee or partner of, or consultant to, or lender to or borrower from, or has the right to participate in the profits of, any person which is a competitor, supplier, customer, landlord, tenant, creditor or debtor of the Acquirer.