Non-Exclusive Remedies. All of the Lender’s rights and remedies not only under the provisions of this Agreement, but also under any other agreement or transaction, shall be cumulative, and not alternative or exclusive, and may be exercised by the Lender at such time or times and in such order of preference as the Lender, in its sole discretion, may determine.

Remedies Not Exclusive. Trustee and Beneficiary shall each be entitled to enforce payment and performance of any Secured Obligations and to exercise all rights and powers under this Deed of Trust, under the Notes, under any of the other Credit Documents, or under any other agreement with Trustor or any laws now or hereafter in force; notwithstanding some or all of the Secured Obligations may now or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, by court action or pursuant to the power of sale or other powers contained in this Deed of Trust, shall prejudice or in any manner affect Trustee’s or Beneficiary’s right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee in such order and manner as they or either of them may in their absolute discretion determine. No remedy conferred upon or reserved to Trustee or Beneficiary, is intended to be exclusive of any other remedy in this Deed of Trust or provided or permitted by law or in equity, but each shall be cumulative and shall be in addition to every other remedy given in this Deed of Trust or now or hereafter existing at law or in equity. Every power or remedy given to Trustee or Beneficiary by the Notes, this Deed of Trust or any of the other Credit Documents, or to which either of them may be otherwise entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Trustee or Beneficiary, and either of them may pursue inconsistent remedies. Nothing in this Deed of Trust shall be construed as prohibiting Beneficiary from seeking a deficiency judgment against Trustor to the extent such action is permitted by law.

DUTIES; EXCLUSIVE SERVICE. During the Term, Employee shall faithfully discharge his responsibilities and perform all duties prescribed to him by the Board of Directors of the Company (the “Board”), or other appropriate parties within the Company, as well as any duties as are set forth in the Bylaws of the Company related to Employee’s position. In addition, Employee expressly agrees that his services include but are not limited to attendance at scheduled meetings of the Board, if and as requested by the Board, and all other normal duties associated with the responsibilities of a President and Chief Executive Officer. Employee agrees to comply with all Company policies, standards and regulations now existing or hereafter promulgated. Employee further agrees to devote all of his working time and attention to the performance of his duties and responsibilities on behalf of the Company and in furtherance of its best interests. Notwithstanding the foregoing, it shall not be a violation of this Agreement for Employee to, with the consent of the Board, serve on corporate, civic or charitable boards, provided that no such company engages in any business that competes with or represents a conflict with the business of the Company, and provided that such activities do not interfere with the performance of Employee’s duties and responsibilities hereunder, in each case as determined in the sole discretion of the Board.

Remedies Not Exclusive. The remedies provided for in this Section shall not be exclusive of any other rights or remedies available by one party against the other, either at law or in equity.

Exclusive Denali Right. Denali has the sole right and responsibility for, and control over, all research, development, manufacturing and commercialization activities, including all regulatory activities, with respect to Licensed Products.

The English courts have exclusive jurisdiction to settle any dispute including a dispute relating to non-contractual obligations arising out of or in connection with this Deed and the Parties submit to the exclusive jurisdiction of the English courts.

The exclusive place of jurisdiction shall be the city of Zug.

This letter is governed by German law. The courts of Mainz have exclusive jurisdiction.

This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law principles.

Termination Not Exclusive Remedy. The termination of this Agreement shall not release either Party from its liability to the other Party under this Agreement arising from a breach of this Agreement or under Section 2.7 hereof.