Effect of Termination on Awards. Except as otherwise provided in any Award or employment agreement or as determined by the Committee at the time of such termination:

Effect of Termination on Awards. Except as otherwise provided in any Award or employment agreement or as determined by the Committee at the time of such termination:

Effect on Awards. Upon the occurrence of a Change in Control, all outstanding Awards shall either be # continued or assumed by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent (with such continuation or assumption including conversion into the right to receive securities, cash or a combination of both), or # substituted by the surviving company or corporation or its parent for awards (with such substitution including conversion into the right to receive securities, cash or a combination of both), with substantially similar terms for outstanding Awards (with appropriate adjustments to the type of consideration payable upon settlement of the Awards or other relevant factors, and with any applicable performance conditions deemed achieved # for any completed performance period, based on actual performance, or # for any partial or future performance period, at the greater of the target level or actual performance, in each case as determined by the Committee (with the Award remaining subject only to time vesting), unless otherwise provided in an Award Agreement).

Effect on Awards. Awards may be granted during the Plan Term. No Awards may be granted after the Plan Term. Notwithstanding the foregoing, each Award properly granted under this Plan during the Plan Term shall remain in effect after termination of this Plan until such Award has been exercised, terminated or expired, as applicable, in accordance with its terms and the terms of this Plan.

For purposes of [Section 10(b)(2)(i)(A)], an Award shall be considered assumed if, following consummation of the Reorganization Event or Change in Control Event, such Award confers the right to purchase or receive pursuant to the terms of such Award, for each share of Common Stock subject to the Award immediately prior to the consummation of the Reorganization Event or Change in Control Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event or Change in Control Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event or Change in Control Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event or Change in Control Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise or settlement of the Award to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event or Change in Control Event.

Effect of Termination on Sublicensees. LICENSEE shall provide, in all Sublicenses granted by it under this Agreement, that LICENSEE’s interest in such sublicenses shall, at BCM’s option, terminate or be assigned to BCM upon termination of this Agreement. If BCM terminates any such Sublicense agreement and the Sublicensee is in good standing with respect to the Sublicense agreement, such Sublicensee shall have the right to obtain a license directly from BCM on the same terms and conditions as set forth herein, except that # the scope of the license granted directly by BCM to such Sublicensee shall be co-extensive with the scope of the license granted by LICENSEE to such Sublicensee and # if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for only a pro rata share of the documented, out-of-pocket Legal Costs due under this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). Each Sublicensee shall be deemed a third party beneficiary for purposes of this Section 11.5.

#Section 13 # of the Plan “Death, Disability or Retirement of Participant” is completed as follows:

Effect of Termination on Awards. Except as otherwise provided in any Award or employment agreement or as determined by the Committee at the time of such termination:

Effect of Termination on Sublicensees. LICENSEE shall provide, in all Sublicenses granted by it under this Agreement, that LICENSEE’s interest in such sublicenses shall, at BCM’s option, terminate or be assigned to BCM upon termination of this Agreement. If BCM terminates any such Sublicense agreement and the Sublicensee is in good standing with respect to the Sublicense agreement, such Sublicensee shall have the right to obtain a license directly from BCM on the same terms and conditions as set forth herein, except that # the scope of the license granted directly by BCM to such Sublicensee shall be co-extensive with the scope of the license granted by LICENSEE to such Sublicensee and # if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for only a pro rata share of the documented, out-of-pocket Legal Costs due under this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). Each Sublicensee shall be deemed a third party beneficiary for purposes of this Section 11.5.

Effect of Termination on Sublicensees. Notwithstanding Sections 11.1 through 11.5, upon expiration or termination of this Agreement for any reason in its entirety or with respect to a Distinct Product,