Holder’s Right to Transfer. If all of the Shares proposed to be Transferred in the Notice are not purchased by the Company and/or its assignee(s) as provided in this Section 4, then the Holder may sell or otherwise Transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other Transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that any such sale or other Transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 4 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not Transferred to the Proposed Transferee within such 120-day period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal as provided herein before any Shares held by the Holder may be sold or otherwise Transferred.

Holder’s Delivery Requirements. To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Holder (the “Conversion Date”), the Holder shall: # transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Company; and # courier to the Company via nationally recognized overnight courier the original Note to be reissued for the remaining principal amount after satisfaction of the Conversion Notice or cancellation of the Note in the event the principal amount and any accrued interest is fully converted.

Upon the occurrence of a Fundamental Change, each Holder shall have the option, during the period commencing on the date the applicable Fundamental Change Notice (as defined below) is mailed to Holders of the Series B Preferred Stock and ending at the Close of Business on the 45th Business Day thereafter (the “Fundamental Change Redemption Date”), to require the

Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser for the Shares pursuant to this Agreement (as adjusted for any stock splits, stock dividends and the like) or the Fair Market Value of the Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares.

Company’s Right of First Refusal. Before any Shares held by Optionee or any permitted transferee (each, a “Holder”) may be sold, pledged, assigned, hypothecated, transferred, or otherwise disposed of (each, a “Transfer”), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares proposed to be Transferred on the terms and conditions set forth in this Section 4 (the “Right of First Refusal”).

Neither the Plan, any Option nor any Stock Purchase Right shall confer upon a Holder any right with respect to continuing the Holder’s employment or consulting relationship with the Company, nor shall they interfere in any way with the Holder’s right or the Company’s right to terminate such employment or consulting relationship at any time, with or without cause.

Notice of Proposed Transfer. In the event any Holder desires to Transfer any Shares, the Holder shall deliver to the Company a written notice (the “Notice”) stating: # the Holder’s bona fide intention to sell or otherwise Transfer such Shares; # the name of each proposed purchaser or other transferee (the “Proposed Transferee”); # the number of Shares to be Transferred to each Proposed Transferee; and # the bona fide cash price or other consideration for which the Holder proposes to Transfer the Shares (the “Offered Price”), and the Holder shall offer such Shares at the Offered Price to the Company or its assignee(s).

Landlord’s Right to Terminate. Landlord at any time and from time to time shall have the right to terminate this Lease as to the whole or any part of the Premises for purposes of selling or otherwise leasing all or any part of the Premises for development by giving Tenant thirty (30) days prior written notice specifying the portion of the Premises to which Landlord is exercising its right of termination, and this Lease shall terminate as to the portion of the Premises described in such notice on last to occur of # the termination date as set forth in such notice and # the date of transfer of title or possession to the Premises. Landlord shall not have the right to terminate this Lease in whole or in part in order for Landlord to develop, own or operate any portion of Premises solely for commercial parking not part of or integral to any further development in the Capital Center District in Providence or with respect to Lot 20. Further, Landlord agrees that it will not give Tenant notice of termination for any Particular Parking Lot (or any portion thereof) for sale or ground lease to an unaffiliated third party the intended use of which is solely the construction of a parking structure unrelated to and not part of the construction of other improvements on any other portion of the Premises without first complying with the provisions of Section 30 hereof. Upon such termination, the Base Rent shall be adjusted as provided in Section 3.4. To be clear, Landlord may not terminate this Lease (as to a whole or any portion of the Premises) without complying with the provisions of Section 30 hereof if the purpose of such termination is to have any third party, engage in a commercial surface parking operation (i.e., a parking operation the same as, or similar to, that of Tenant unrelated and not part of the construction of other improvements on any other portion of the Premises) on the applicable terminated area.

General; Landlord’s Termination Right. If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then, Landlord shall, within forty five (45) days after Landlord is first able to gain access to the Building and the Premises following the occurrence of the damage or destruction described in [Section 17.1], provide a written notice to Tenant (the “Repair Estimate Notice”) including # an estimated date upon which the repair or restoration required of Landlord will be substantially completed (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) (the “Estimated Repair Completion Date”), and # commercially reasonable back-up documentation (i.e., report or certification issued by a reputable and duly licensed insurance claims adjuster, architect or engineer, as applicable). Unless this Lease is terminated by Landlord or Tenant as hereinafter provided, then Landlord shall diligently repair and restore # the Premises and the Landlord’s Work, but excluding any other Alterations or any other contents of the Premises, including, without limitation, Tenant’s trade fixtures, decorations, furnishings, equipment or personal property, and # the Building, including, without limitation, all Property Common Areas and the Amenities), in each case to substantially the same condition they were in prior to such damage or destruction; provided, however, that if the Estimated Repair Completion Date set forth in the Repair Estimate Notice exceeds one (1) year after the date Landlord’s repairs are expected to commence, then Landlord shall have the right to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable for the Permitted Use while such repair and restoration are being made; provided, however, that # if such damage or destruction was caused by the willful misconduct of Tenant or any employee of Tenant, then Tenant shall not be entitled to any such rent reduction . After receipt of its insurance proceeds, Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building it is required to perform hereunder; provided, however, that # if such damage or destruction was caused by the negligence or willful misconduct of Tenant or any Agent, then Tenant shall pay Landlord’s deductible and the amount by which such expenses exceed such deductible and the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by [Section 13.3], that Landlord would have received to the extent Landlord maintained such insurance required by [Section 13.3]), and # Landlord shall not be required to repair or restore any Tenant Items (except to the extent Landlord receives proceeds therefor from Tenant’s insurance), any Alterations or any other contents of the Premises (including, without limitation, Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, provided that Landlord contemporaneously terminates the leases of all other tenants in the Commercial/Garage Unit, Landlord shall have the right to terminate this Lease if # insurance proceeds plus deductibles are insufficient to pay all or substantially all of the cost of such repair and restoration (so long as Landlord maintains the insurance required by [Section 13.3]), # the holder of any Mortgage fails or refuses to make any material portion of such insurance proceeds available for such repair and restoration, # zoning or other applicable Laws or regulations do not permit such repair and restoration of the Building to substantially the same condition as existing prior to the fire or other casualty, or # the damage to the Commercial/Garage Unit exceeds thirty-five percent (35%) of the replacement value of the Commercial/Garage Unit.

Licensee’’s Right to Terminate. Notwithstanding anything contained herein to the contrary, Licensee shall have the unilateral right to terminate this Agreement in its entirety without cause at any time by giving ​ days advance written notice to Merck. In the event of such termination, the rights and obligations hereunder shall terminate; provided, however, that any payment obligations due and owing as of the termination date shall continue.