Benchmark Transition Event; Early Opt-in Election. Notwithstanding anything to the contrary herein or in any other Transaction Document (and any Swap Contract shall be deemed not to be a “Transaction Document” for purposes of this [Section 2.11(b)]) , if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then # if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document and # if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks comprising the Required Banks.

Subject to the remainder of this [Section 4.1], Licensee hereby grants to Relay an exclusive option, exercisable in Relay’s sole discretion one (1) time, to fund Development Costs for Lead Products in the Field and share in the Net Profits and Net Losses of Commercializing Lead Products in the Field in the Profit Share Territory, such funding and sharing of Net Profits and Net Losses to be in accordance with the Sharing Percentages (collectively, the “Opt-In Right”).

Effective Date. The provisions of this Amendment shall be effective as of the day and year first written above.

Effective Date. The provisions of this Amendment shall be effective as of the day and year first written above.

Effective Date. The provisions of this Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Company on the date hereof. This Agreement shall be binding upon any successors or assigns of the Company.

Effective Date. This Release shall become effective upon Executive’s execution of the Release (which shall occur no earlier than the Separation Date) and the expiration of the revocation period applicable under Section 3(d) without Executive having given notice of revocation. The “Effective Date” shall be the eighth (8th) day following Executive’s execution of this Release without revocation. Executive understands that Executive will not be given any separation benefits under this Release unless the Effective Date occurs on or before the date that is thirty (30) days following the Separation Date. In the event the Effective Date does not occur on or before the date that is thirty (30) days following the Separation Date, this Release shall be null and void. The parties agree that any material or immaterial changes to this Release shall not extend the deadline for the occurrence of the Effective Date.

This second amendment and restatement of the Plan shall become effective upon adoption by the Board; provided that the adoption of the second amendment and restatement of the Plan shall be subject to the approval of the stockholders of the Company if such stockholder approval is required by the Code, any federal or state law or regulations, the rules of any stock exchange or automated quotation system on which the Shares may be listed or quoted, or if the Board, in its discretion, desires to submit the Plan to its stockholders for approval.

shall have the meaning provided in Section 1(c).

shall have the meaning provided in Section 1(c).

Effective Date. This Amendment is dated April 6, 2021, to be effective as of January 31, 2021.