Exclusion. The Consultant acknowledges that there are no ideas, processes, trademarks, service marks, technology, computer programs, Intellectual Property, Works of Authorship (original or otherwise), designs, formulas, inventions, discoveries, patents, copyrights, or improvements to the foregoing which fall within the provisions of section 7.2 that it desires to exclude from the operation of this Agreement. To the best of the Consultant's knowledge, it is not a party to any existing contract in conflict with this Agreement or any other contract to assign ideas, processes, trademarks, service marks, inventions, technology, computer programs, Works of Authorship (original or otherwise), designs, formulas, discoveries, patents, Intellectual Property or copyrights to any other Person.

Claim. A person who believes that he or she is being denied a benefit to which he or she is entitled under this Plan (hereinafter referred to as “Claimant”) must file a written request for such benefit with the Company, setting forth his or her claim. The request must be addressed to the General Counsel of the Company at its then principal place of business.

Claim. A "Claim" shall be broadly construed to include any damage, liability, expense, reasonable attorney fees, costs, or any combination thereof arising from, related to, or connected with a party's breach of this Agreement.

Exclusion Event. There occurs an Exclusion Event which has resulted or would be reasonably likely to result in non-compliance with any of the financial covenants set forth in [Section 7.18].

Legacy Exclusion. If, at any time prior to Ag Partner being granted an exclusive license under the Existing Ag Agreement to make, have made, use, sell, or import Viamet Derived Products incorporating a particular VDC or any Derivatives thereof, # rights to a particular VDC become subject to an option or license granted by Primary or any Affiliate thereof to a Third Party in the Primary Field, # a particular VDC becomes the subject of material optimization or development efforts by Primary, any Affiliate thereof, or any licensee of either of the foregoing in the Primary Field, or # a particular VDC is determined to constitute a ‘back up’ candidate identified by Primary for possible optimization or development in the Primary Field in the event any compound already engaged in optimization or development in the Primary Field is determined by Primary, any Affiliate thereof, or any licensee of either of the foregoing to no longer constitute a viable candidate for a product in the Primary Field and, with respect to any such determination by Primary, any Affiliate thereof, or any licensee of either of the foregoing, Primary provides written notice of (i), (ii), or (iii) to Legacy, such VDC shall no longer be included within the definition of VDC under this Agreement and Primary shall have no obligations, and Legacy shall have no rights, under this Agreement with respect to such VDC or any Derivative thereof, provided that the limitations and obligations of Section 3.2 shall remain in effect with respect thereto.

If, at any time prior to the Effective Date during the Research Term, # rights to a particular CDC became subject to an option or license granted by Ag Partner or any Affiliate thereof to a Third Party in the Legacy Field pursuant to a written agreement with such Third Party, # a particular CDC became the subject of material optimization or development efforts by Ag Partner, any Affiliate thereof, or any licensee of either of the foregoing in the Legacy Field, or # a particular CDC was reasonably determined to constitute a ‘back up’ candidate identified by Ag Partner for possible optimization or development in the Legacy Field in the event any CDC already engaged in optimization or development in the Legacy Field is reasonably determined by Ag Partner, an Affiliate thereof, or any licensee of either of the foregoing to no longer constitute a viable candidate for an Ag Partner Royalty Product in the Legacy Field and, prior to, on, or following the Effective Date, Ag Partner provided(provides) written notice of [(x), (y), or (z)])] to Legacy or Primary, Primary shall have no rights to further develop, sell or sublicense, such CDC or any Derivative thereof under this Agreement.

Relate at the time of conception or reduction to practice of the invention to the current or demonstrably anticipated business, research, or development of Company; or

Initial Claim. In the event that an Employee, Director, Eligible Person, or Participant (or a person claiming through such Participant) claims to be eligible to participate in this Plan or to receive the settlement of RSUs deferred under this Plan, or claims any rights under this Plan, such claimant must complete and submit such claim forms and supporting documentation as will be required by the Plan Administrator, in its sole and absolute discretion. Likewise, any Participant (or a person claiming through such Participant) who feels unfairly treated as a result of the administration of the Plan, must file a written claim, setting forth the basis of the claim, with the Plan Administrator. In connection with the determination of a claim, or in connection with review of a denied claim, the claimant may examine this Plan, and any other pertinent documents generally available to Participants that are specifically related to the claim.

Initial Claim. Claims for benefits under the Plan may be filed in writing with the Administrator. Written or electronic notice of the disposition of a claim shall be furnished to the claimant within ninety (90) days (45 days if the claim involves disability benefits and disability is not based on the Social Security Acts) after the application is filed, or such period as is required by applica ble law or Department of Labor regulation. Any electronic notification shall comply with the standards imposed by Department of La bor Regulation §2520.104b-1(c)(1)(i), (iii) and (iv) or any subsequent guidance. In the event the claim is denied, the reasons for the denial shall be specifically set forth in the notice in language calculated to be understood by the claimant, pertinent p rovisions of the Plan shall be cited, and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. In addi tion, the claimant shall be furnished with an explanation of the Plan's claims review procedure.

Disputed Claim. Nothing in this Agreement shall be construed as an admission of any violation of law, rule or regulation, or of any wrongdoing whatsoever by the Parties, or any agent of either Party.