Best Efforts to Settle Disputes Article 5 NOTICE

“Cross-Selling Efforts” means marketing efforts made by Expedia or its Affiliates to offer a booking of a Decolar Travel Product in connection with and after the End User has booked an air, car rental, or rail travel products.

“Commercially Reasonable Efforts” means with respect to the efforts to be expended by a Party regarding any objective under this Agreement, the reasonable, good-faith efforts to accomplish such objective that a reasonable Person similarly situated would normally use to accomplish a similar objective under similar circumstances exercising reasonable business judgment, taking into account, without limitation, (a) issues of safety, efficacy and product profile, (b) likelihood of receiving Regulatory Approval for the applicable product, (c) regulatory structure involved, and (d) actual or anticipated Regulatory Authority approved labeling. “Commercially Reasonable Efforts” will be determined on a country-by-country basis in the relevant countries, and activities that are conducted in one country that may contribute to achieving the relevant objective in another country will be considered in determining whether Commercially Reasonable Efforts have been applied in such other countries.

. In addition, except as otherwise provided herein, if during the Term and/or during the Tail Period (as defined below), the Company closes a Sale Transaction as a result of the direct or indirect efforts of Hartman, the Company will pay Hartman a successful efforts fee equal to two percent (2%) of the Transaction Value (as defined herein), provided that if the total fees payable in connection with the Transaction exceed five percent (5%) of the Transaction Value, the fee payable to Hartman will be reduced to one percent (1%) (“Successful Efforts Fee”). The Successful Efforts Fee shall be paid to Hartman concurrent with the receipt of the Transaction Value by the Company or its shareholders. Nothing contained herein shall obligate the Company to effect or close any proposed Sale Transaction resulting from the direct or indirect efforts of Hartman. Notwithstanding anything contained herein to the contrary, the payment of the Successful Efforts Fee by the Company to Hartman will be subject to compliance with all federal securities laws and regulations.

Thank you for all your efforts and continued leadership.

Section # Efforts and Actions to Cause Closing to Occur.

Obligations of Company. The Company must use its reasonable efforts:

“Commercially Reasonable Efforts” means those efforts commensurate with those efforts commonly used in the biopharmaceutical industry by a company of comparable size in connection with the development or commercialization of products that are of similar status, including market potential, profit potential and strategic value, as determined based on conditions then prevailing, including safety, efficacy, competitive considerations within the marketplace, projected market size, intellectual property protection and duration, manufacturing costs and other relevant commercial and regulatory considerations.

Noteholder Consents. The Lender shall use its reasonable best efforts to obtain the Noteholder Consent; provided, however, that such reasonable best efforts shall not require the Lender to recommend the Exchange to the Noteholders or to amend the terms of, or modify, any Transaction Document.

make reasonable efforts to continue with the Work Order. Upon ​ following said consultation, either Party may terminate the Work Order with written notice to the other Party if the terminating Party determines in good faith that the Services under that Work Order are not technically feasible using Commercially Reasonable Efforts.