Full Force and Effect. Except as modified hereby, the Agreement remains unmodified and in full force and effect.

Full Force and Effect. Except as amended hereby, all other terms and conditions of said Development Agreement, as amended, shall remain unchanged, and shall be in full force and effect. The recitals hereto are incorporated herein by reference.

Full Force and Effect. Except to the extent specifically set forth herein, the SPA remains in full force and effect.

Full Force and Effect. Except as modified and restated by this Amendment, all terms and conditions of the Lease shall remain in full force and effect and Landlord and Tenant shall be bound thereby. Tenant hereby represents, warrants and agrees that: # there exists no breach, default or event of default by Landlord under the Lease, or any event or condition which, with notice or passage of time or both, would constitute a breach, default or event of default by Landlord under the Lease, # the Lease continues to be a legal, valid and binding agreement and obligation of Tenant, and # Tenant has no offset or defense to its performance or obligations under the Lease. Tenant hereby waives and releases all demands, charges, claims, accounts or causes of action of any nature against Landlord or Landlord's employees or agents, including without limitation, both known and unknown demands, charges, claims, accounts, and causes of action that have arisen out of or in connection with the Lease or Tenant's occupancy of the Premises under the Lease.

Full Force and Effect. Except as expressly modified hereby, all of the terms, covenants and conditions of the Repurchase Agreement and the other Transaction Documents remain unmodified and in full force and effect and are hereby ratified and confirmed by Seller. Any inconsistency between this Amendment and the Repurchase Agreement (as it existed before this Amendment) shall be resolved in favor of this Amendment, whether or not this Amendment specifically modifies the particular provision(s) in the Repurchase Agreement inconsistent with this Amendment. All references to the “Agreement” in the Repurchase Agreement or to the “Repurchase Agreement” in any of the other Transaction Documents shall mean and refer to the Repurchase Agreement as modified and amended hereby.

Full Force and Effect. All terms and conditions set forth in the Employment Agreement that are not expressly amended by the terms of this Amendment shall remain in full force and effect.

Full Force and Effect. Except as expressly modified hereby, the Credit Agreement and the other Loan Documents shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,” and words of similar import shall, unless the context otherwise requires, mean the Credit Agreement after giving effect to this Agreement. Any reference to the Credit Agreement or any of the other Loan Documents herein or in any such documents shall refer to the Credit Agreement and Loan Documents as modified hereby. This Agreement is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Credit Agreement except as expressly set forth herein. This Agreement shall constitute a Loan Document under the terms of the Credit Agreement.

Lease in Full Force and Effect. Except as provided above, the Lease is unmodified hereby and remains in full force and effect.

Full Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, each Borrower hereby acknowledges and agrees that the Credit Agreement and all of the other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

Customer Transition During the Notice Period. Within thirty (30) days following the Exercise Date, Seller shall provide the Partnership with information needed by the Partnership to continue the sale or promotion of the Distribution Products (as defined in the Distribution Agreement) after the Option Closing Date, including, but not limited to, for each customer who purchased Distribution Products during the twelve (12) month period prior to the Exercise Date, # the information required by [Exhibit D] pursuant to the terms therein; # copies of purchase orders or contract terms for such customers; # copies of any long-term contracts relating exclusively to the sale of Distribution Products to which such customers are a party; and # redacted copies of any long-term contracts relating non-exclusively to the sale of Distribution Products to which such customers are a party.

Notice Period. In order to ensure a smooth transition of business and relationships, ​, you agree to provide the Company with [90 days’] advance written notice before resigning or Retiring from the Company or an Affiliate. ​

Notice Period. The Parties agree that the closing of the exercise of any option transaction contemplated by this Agreement (the “Option Closing”) shall not occur until the expiration of the applicable Notice Period.

Compensation During the Consulting Period. In exchange for the Services, the Company shall pay to the Consultant $15,000 per month for the Term (the “Consulting Fees”). The Consulting Fee for each month (or portion thereof) during the Term shall be paid not less frequently than monthly.

Mandatory Prepayments During Amortization Period. During the period commencing on the date immediately following the Commitment Termination Date and ending on the Maturity Date:

Nontransferability During Period of Restriction. Except as provided in Section 9(f) hereof, the shares of Restricted Stock granted hereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated for such period of time as shall be determined by the Committee and shall be specified in the Award Agreement for the grant of the Restricted Stock, or upon earlier satisfaction of other conditions (which may include the attainment of performance goals as defined in Section 13 hereof), as specified by the Committee in its sole discretion and set forth in the Award Agreement for the grant of the Restricted Stock.

Employment During the Retention Period. The Company will continue to employ the Executive through the earlier of June 30, 2016 and the Spin-off Effective Date (as defined below) (the "Retention Date"), or such earlier date as the Executive may elect, at which date the Executive's employment with the Company shall terminate (as applicable, the "Separation Date"). The period between the date on which the Parties execute this Agreement and the Separation Date shall be referred to herein as the "Retention Period." During the Retention Period, the Executive will continue to serve as the Executive Vice President of the Company and President of the Company's Biosciences Division, and the Executive shall use his best efforts to continue to perform his regular job duties and perform such duties in connection with the spin-off of the Biosciences Division as may be reasonably requested by the Company. During the Retention Period, the Executive will continue to receive his base salary, less all applicable taxes and withholdings, as well as customary benefits. As of the Separation Date, all salary payments from the Company will cease and any benefits the Executive had as of the Separation Date under Company-provided benefit plans, programs, or practices will terminate, except as required by federal or state law or as otherwise provided in this Agreement. For purposes of this Agreement, the term "Spin-off Effective Date" shall mean the distribution date for the spin-off of the Company's Biosciences Division, as determined by the Company and set forth in a public disclosure by the Company prior to such date.

Notice; Effect of Notice. Prior to the Closing, the Company shall notify Purchaser, and Purchaser shall notify the Representative, promptly in writing if to the Knowledge of the Company or to the knowledge of Purchaser there occurs any event, transaction or circumstance that causes any material covenant or agreement of the Company (in the case of the Company) or Purchaser or Merger Sub (in the case of the Purchaser) to be breached or that renders untrue any representation or warranty of the Company (in the case of the Company) Purchaser or Merger Sub (in the case of the Purchaser) contained in this Agreement, in each case in any material respect; provided, however, that no such notice shall have any effect on the Representative’s or Purchaser’s, as the case may be, ability to assert the failure of any conditions to its obligation to close set forth in [Article VIII] or make a claim for indemnification under [Article IX] or [Article X]. Without limiting the foregoing, Purchaser’s receipt of information pursuant to this [Section 6.3] shall not operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by the Company or Equity Sponsor in this Agreement (including [Sections 9.2(a), 10.2 and 11.1(d)])])]) and shall not be deemed to amend or supplement the Company Disclosure Schedule.