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. [[Organization C:Organization]] and [[Organization B:Organization]] 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 [[Administrative Agent:Organization]] 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. 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 # 12:00 noon (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 # 11:00 a.m. (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 12:00 noon (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 12:00 noon (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 $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,000 if denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] 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 $500,000 or a whole multiple of $100,000 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 U.K. Swing Line Borrowing shall be made upon the applicable U.K. Borrower’s irrevocable notice to the U.K. Swing Line Lender and the Administrative Agent by delivery of a U.K. Swing Line Loan Notice. Each U.K. Swing Line Loan Notice must be received not later than # with respect to U.K. Swing Line Loans denominated in Sterling, 10:00 a.m. (London time) on the requested borrowing date and # with respect to U.K. Swing Line Loans denominated in Dollars or Euros, 11:00 a.m. (London time) on the requested borrowing date, and shall specify # the name of the applicable U.K. Borrower, # the amount and currency to be borrowed, which amount shall be a minimum of £500,000 (or the Dollar Equivalent thereof if denominated in Dollars or the Alternative Currency equivalent thereof if denominated in Euros) or such integral multiple thereof (in each case, or such smaller amount as may be agreed by the U.K. Swing Line Lender), # the requested borrowing date, which shall be a Business Day, and # the location and number of such U.K. Borrower’s account to which funds are to be disbursed. Unless the U.K. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. (London time), on the date of the proposed U.K. Swing Line Borrowing # directing the U.K. Swing Line Lender not to make such U.K. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of [Section 2.04(a)(iii), or (2)])] that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.K. Swing Line Lender shall, promptly after receipt of the applicable U.K. Swing Line Loan Notice with respect to such U.K. Swing Line Borrowing, make such U.K. Swing Line Loan to the applicable U.K. Borrower by means of a wire transfer to the account specified in such U.K. Swing Line Loan Notice.

Each U.K. Lender’s obligation to make U.K. Revolving Loans or to purchase and fund risk participations in U.K. Swing Line Loans pursuant to this [Section 2.04(c)(iii)] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right which such U.K. Lender may have against the U.K. Swing Line Lender, any U.K. Borrower or any other Person for any reason whatsoever, # the occurrence or continuance of a Default, or # any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that, each U.K. Lender’s obligation to make U.K. Revolving Loans pursuant to this [Section 2.04(c)(iii)] is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the U.K. Borrowers to repay U.K. Swing Line Loans, together with interest as provided herein.

By Each Selling Holder. Each Selling Holder severally and not jointly (other than the BlackRock Purchaser which obligations will be joint and several) agrees to indemnify and hold harmless the Partnership, the General Partner and their respective directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holders furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto;

Deliveries of Each Purchaser. At each Closing (except as otherwise indicated), each Purchaser shall deliver or cause to be delivered to the Partnership:

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.

Loan Party Revocation. Any Loan Party shall terminate or revoke any of its obligations under a Loan Document (other than as expressly permitted hereunder).