Effect of Prior Agreements. This Agreement constitutes the sole and entire agreement and understanding between Executive and ​ with respect to the matters covered hereby and thereby, and there are no other promises, agreements, representations, warranties or other statements between Executive and ​ in respect to such matters not expressly set forth in this Agreement. This Agreement supersedes all prior and contemporaneous agreements, understandings or other arrangements, whether written or oral, concerning the subject matter hereof, except that the terms of the Plan and any grant documents relating to any pre-existing Incentive Equity shall remain in full force and effect following Executive’s execution of this Agreement.

Prior Agreements. This Agreement contains the entire agreement of the parties relating to the subject matter hereof; provided, however, that any Restrictive Covenant Agreements between Employee and the Company or Company Affiliates shall remain in full force and effect. The parties hereto have made no agreements, representations or warranties relating to the subject matter hereof that are not set forth herein.

Effect of Prior Project Agreements. As of the Effective Date, all ongoing work performed by Service Provider in connection with the Project, regardless of whether such work was previously governed by the EPC Agreement or the Interim Agreement, shall be exclusively governed by this Agreement. Nothing in this Agreement shall constitute an amendment to, modification of or novation of the EPC Agreement. This Agreement is an independent agreement between Service Provider and Owners. Nothing in this Agreement shall constitute a waiver of any Party’s claims or right to make a claim or any Party’s defenses under the EPC Agreement or otherwise.

Supersedes Prior Agreements. With respect to the period covered by the Contract Period, this Agreement supersedes and cancels all prior agreements relating to your employment with the Company.

Prior Agreements; Entirety. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements or understandings between the parties relating to its subject matter including the Material Transfer and Evaluation Agreement and its Amendment No.1 effective ​.

Entire Agreement; Effect on Prior Agreements. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement, including, but not limited to, that this Agreement supersedes and replaces in its entirety the Existing Employment Agreement.

This Agreement supersedes any and all prior Agreements or understandings between the parties, including letters of intent or understanding, except for those documents specifically referred to within this Agreement.

Effect. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Credit Documents shall remain unchanged and not waived and shall continue to be in full force and effect. This Amendment constitutes a Credit Document under the Credit Agreement.

Effect. Except as expressly amended by the provisions of this Second Amendment, all of the terms and provisions of the Employment Agreement shall remain in full force and effect.

Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.

Effect. Except as amended hereby, the Plan shall remain in full force and effect.

Effect. To the extent that any of the provisions of the Bellus License Agreement or ​ Sublicense Agreement are contrary to or inconsistent with any provision of this Letter Agreement, the provisions of this Letter Agreement shall govern, and the Bellus License Agreement and/or ​ Sublicense Agreement, as applicable, shall be deemed to be amended hereby. No modification or amendment to this Letter Agreement shall be effective unless in writing with specific reference to this Letter Agreement and signed by authorized representatives of each of the parties hereto.

Effect. Upon termination of this Agreement, the Parties shall negotiate in good faith a possible purchase by one or more Parties of all outstanding Securities held by the other Parties or the sale of AI-NOVA to a third party. In the event that, notwithstanding their good faith negotiations, the Parties are unable to agree upon such a purchase or sale within thirty (30) days of the notice of termination, the Parties shall cooperate to cause AI-NOVA to be liquidated as promptly as practical in accordance with Applicable Law. The rights and obligations of the Parties under [Sections 5.1, 5.2]2], this [Section 7.3], and [[Sections 7.4, 7.5, 9 and 10]0]0]0]]0] shall survive any termination of this Agreement.

Shareholders’ Agreements; Management Agreements; Tax Sharing Agreements; and Existing Indebtedness Agreements. On or prior to the Effective Date, there shall have been delivered to Lender true and correct copies of the following documents; provided, that the filing of any such document with the Securities and Exchange Commission shall be deemed to satisfy the delivery requirements of this [Section 5.16]:

Hedge Agreements. No repayment or prepayment of the Loans pursuant to this Section shall affect any of the Borrower’s obligations under any Hedge Agreement entered into with respect to the Loans.

Other Agreements. There is, under any agreement to which a Co-Borrower or any Guarantor is a party with a third party or parties, # any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of ​; or # any breach or default by a Co-Borrower or Guarantor, the result of which could reasonably be expected to have a material adverse effect on such Co-Borrower’s or any Guarantor’s business;

Award Agreements. Awards shall be evidenced by a written agreement in a form prescribed by the Committee (hereinafter “Award Agreement”). Execution of an Award Agreement shall constitute the participant’s irrevocable agreement to, and acceptance of, the terms and conditions of the Award set forth in such agreement and of the terms and conditions of the Plan applicable to such Award. Award Agreements may differ from time to time and from participant to participant.