Exclusive License. Northern, for itself and on behalf of its Affiliates, hereby grants to Spero a non-transferable (except in accordance with Section 9.1), exclusive (even as to Northern and its Affiliates), worldwide license, with the right to sublicense in accordance with Section 2.2, under the Northern Patent Rights and Northern Know-How, to make, have made, use, sell, offer to sell, import, research, develop, commercialize and otherwise exploit Licensed Compounds and Licensed Products and Improvements. For avoidance of any doubt, it is understood and accepted that Northern Patent Rights and Northern Know-How also claim, cover or relate to Other Compounds, and that this Exclusive License to Spero does not include any rights whatsoever to said Other Compounds. Nothing in this Agreement prevents Northern from granting to Third Parties, on an exclusive and worldwide basis, Northern Patent Rights, Northern Know-How or Improvements claiming, covering or related to Other Compounds (but unequivocally excluding any rights whatsoever to any and all Licensed Compounds), without any obligations whatsoever to Spero or its Affiliates.

Exclusive Jurisdiction. The parties agree that all disputes arising among them related to this OEM Agreement, whether arising in contract, tort, equity or otherwise, which for any reason are not subject to binding arbitration as provided in [section 13.3] above, shall be resolved only in the United States Federal Courts in the Northern District of California or California State Courts located in Santa Clara County, California. Each party hereby waives any disputes it may have with respect to proper venue.

AT THE SOLE OPTION OF LICENSOR, THE MAXIMUM LIABILITY OF THE LICENSOR WILL BE LIMITED EXCLUSIVELY TO EITHER: REPAIR, REPLACEMENT OR MODIFICATION OF THE NON- CONFORMING COMPONENTS OF THE SYSTEM, OR IF LICENSOR IS UNABLE TO REMEDY, THE REFUND OF A MAXIMUM OF THE THEN CURRENT MONTH OF FEES PAID BY LICENSOR.

Exclusive Venue. EXCEPT WITH REGARD TO SECTION 9.10, THE PARTIES AGREE THAT ALL DISPUTES, LEGAL ACTIONS, SUITS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT EXCLUSIVELY IN A FEDERAL DISTRICT COURT LOCATED IN THE DISTRICT OF DELAWARE OR THE DELAWARE CHANCERY COURT IN NEW CASTLE COUNTY, DELAWARE (COLLECTIVELY THE “DESIGNATED COURTS”). EACH PARTY HEREBY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DESIGNATED COURTS. NO LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY OTHER FORUM. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL CLAIMS OF IMMUNITY FROM JURISDICTION AND ANY OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING IN ANY DESIGNATED COURT, INCLUDING ANY RIGHT TO OBJECT ON THE BASIS THAT ANY DISPUTE, ACTION, SUIT OR PROCEEDING BROUGHT IN THE DESIGNATED COURTS HAS BEEN BROUGHT IN AN IMPROPER OR INCONVENIENT FORUM OR VENUE. EACH OF THE PARTIES ALSO AGREES THAT DELIVERY OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT TO A PARTY HEREOF IN COMPLIANCE WITH SECTION 11.7 OF THIS AGREEMENT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN A DESIGNATED COURT WITH RESPECT TO ANY MATTERS TO WHICH THE PARTIES HAVE SUBMITTED TO JURISDICTION AS SET FORTH ABOVE.

Exclusive License. Primary hereby grants Legacy and its Affiliates an exclusive license, with rights of sublicense as further described below, in the Legacy Field under the Primary Patents and Primary Know-How to make, have made, use, sell, or import Viamet Derived Products incorporating any Licensed VDC in the Territory.

Exclusive Services. Employee shall not be employed or render services elsewhere during the Employment Period, provided that nothing herein shall preclude Employee from # serving on corporate, civic or charitable boards or committees listed on Exhibit A; # with advance notice to Employee’s Direct Managers of material involvements, participating (including as a board member) in educational, welfare, social, religious and civic organizations; and # with prior written approval of Employee’s Direct Managers for serving as a director of for profit entities, so long as such activities described in clauses (i), (ii) and (iii) do not, individually or in the aggregate, interfere or conflict with the performance of his duties or conflict with the business of Company or the Employee Guide or Code of Conduct.

Exclusive Remedy. If a termination of Executive’s employment with the Company (or any successor) occurs, the provisions of this Section 5 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company (or any successor) may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement. Executive will be entitled to no severance or other benefits upon termination of employment other than those benefits expressly set forth in this Section 5.

Exclusive Forum. Except as permitted by Section 7(i)(ii) hereof, arbitration in the manner described in this Section 7(i) shall be the exclusive forum for any Arbitrable Dispute. Except as permitted by Section 7(i)(ii), should Executive or the Company attempt to resolve an Arbitrable Dispute by any method other than arbitration pursuant to this Section 7(i), the responding party shall be entitled to recover from the initiating party all damages, expenses, and attorneys’ fees incurred as a result of that breach.

Exclusive Remedy. The remedies provided for in this Article IX shall be the sole and exclusive remedies from and after the Applicable Closing Date and shall preclude the assertion by a Party of any other rights or the seeking of any and all other remedies of any kind whatsoever against the other Party for any claims based on this Agreement, except with respect to # fraud, # the indemnity rights of Crestwood and its Affiliates under Section 5.2(a), or (ii) the Parties’ right to seek specific performance pursuant to Section 10.7. In furtherance of the foregoing, Crestwood and CEGPS hereby waive, to the fullest extent permitted by applicable Law, any and all other rights, claims, and causes of action (including rights of contributions, if any) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any tort or breach of contract claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against the other arising under or based upon any Law (including any such Law under or relating to environmental matters), common law, or otherwise.

Exclusive Work. Melamed agrees that during the Employment Period, she will work exclusively for RoxSan and will not provide services for any other entity that provides pharmacy services or pharmaceutical products. Melamed may during the Employment Period continue her existing involvement in an advisory or board capacity with non-competing organizations.