Method of Offer and Sale. The Shares may be offered and sold # in privately negotiated transactions with the consent of the Selling Stockholder; # as block transactions; or # by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal Market or sales made into any other existing trading market of the Common Shares. Nothing in this Agreement shall be deemed to require either party to agree to the method of offer and sale specified in the preceding sentence, and (except as specified in [clauses (A) and (B) above]) the method of placement of any Shares by the Agent shall be at the Agent’s discretion.

“Cover” or “Covering” means # with respect to any Patent, that at least one Valid Claim of such Patent would be infringed by the manufacture, use, import, offer for sale, or sale of a product, method or device, as applicable, and # with respect to any other intellectual property right, that the manufacture, use, import, offer for sale, or sale of a product, method or device would infringe or misappropriate such rights, as applicable, in each case in the absence of the licensed rights granted under this Agreement.

Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, ​ hereby covenants and agrees to sell, assign and transfer to McGarrity, Palm and Pilgrim, all of the Franklin Shares held by ​. Sellers each covenant and agree to sell, assign, and transfer to ​ all of the ​ Shares held by the Sellers.

Offer Space. Notwithstanding anything to the contrary in this Lease, [[Organization A:Organization]] and [[Organization B:Organization]] acknowledge and agree that neither the Phase 1 Expansion Space nor the Phase 2 Expansion Space is contiguous Offer Space (as defined in the Lease) subject to the expansion rights set forth in [Article 36] of the Lease.

Offer Completion. The Offer shall have been completed in accordance with the terms hereof and the Proxy Statement.

Offer Period. The signed original of this Separation Agreement must be returned to the Chief Legal Officer of the Company no later than March 9, 2023 or this offer will be considered withdrawn.

No Offer. Submission of this instrument for examination and signature by Tenant does not constitute an offer to amend the Lease or a reservation of or option to amend the Lease, and this instrument is not effective as a lease amendment or otherwise until executed and delivered by both Landlord and Tenant.

2.12Securities Law Compliance. The offer, offer for sale, and sale of the Shares has not been

Settlement Method. Upon the exercise of any Warrant, the Company will settle such exercise by paying or delivering, as applicable and as provided in this Section 5(d), Partnership Units in the amounts set forth in either # [Section 5(d)(ii)(1)] (a “Physical Settlement”); or # [Section 5(d)(ii)(2)] (a “Cashless Settlement”). The Settlement Method applicable to the exercise of any Warrant will be the Settlement Method set forth in the Optional Exercise Notice for such exercise.

Payment Method. Each payment due to Harvard under this Agreement shall be paid by check or wire transfer of funds to Harvard’s account in accordance with written instructions provided by Harvard. If made by wire transfer, such payments shall be marked so as to refer to this Agreement. All payments due under this Agreement will be paid in U.S. Dollars. Conversion of foreign currency to U.S. Dollars will be made at the conversion rate existing in the United States (as reported in the Wall Street Journal) on the last working day of the applicable Calendar Quarter. Such payments will be without deduction of exchange, collection or other charges.