Mitigation; Termination and Refund. Notwithstanding the foregoing, to mitigate exposure in connection with any Claim, or if Relativity believes a Claim may be made, Relativity may, at Relativity’s option and sole expense: # obtain for Client a license to continue using Relativity’s Software in its existing form for the remainder of the Term free from the Claim; # modify Relativity’s Software for Client in an effort to avoid or minimize the Claim, without materially affecting the functionality of Relativity’s Software; # obtain for Client a license to use other software which is marketed to compete with Relativity’s Software (which may be a product made or marketed by the third party making the Claim); or # terminate this Agreement and refund fees paid by Client for the Software in a prorated amount reflecting: # any portion of such fees applicable to any period of the Term when Client was not able to use, and did not use, the Software due to the Claim; and # any portion of such fees that were pre-paid for any period of the Term following such early termination. This Section contains the only liability and obligations of Relativity, and the only remedies of Client, for any Claims as described herein. THE EXPRESS PROVISIONS OF THIS SECTION ARE IN LIEU OF, AND TO THE EXCLUSION OF, ALL OTHER INDEMNITY AND CONTRIBUTION OBLIGATIONS OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE CLAIMS, AND ALL SUCH INDEMNITY AND CONTRIBUTION OBLIGATIONS ARE EXCLUDED FROM THIS AGREEMENT AND WAIVED TO THE FULLEST EXTENT NOT PROHIBITED BY LAW.

Refund of Fee Paid. In connection with the amendment effected by Section 1, the Indemnitor shall refund to the Company a pro rata portion of the one-time fee of $600,000 previously paid by the Company in connection with the execution of the Excess Agreement based on a fraction, the numerator of which is the number of days from the Initial Effective Date to the First Amendment Effective Date and the denominator of which is 365 (the number of total days in the term of the Excess Agreement).

Tax Refund. Any Tax refund or credit in lieu of such refund received or utilized in the two (2) calendar years following the Closing (including any interest paid or credited with respect thereto but net of any costs and Taxes incurred by Buyer or any of its Affiliates (including the Company)) (a “Tax Refund”) which are attributable to any Pre-Closing Tax Period shall be the property of Seller. Buyer shall pay any such Tax Refunds to Seller within ten (10) days after such Tax Refund is received by Buyer or its Affiliates (including the Company) in either cash or the application of a credit against Taxes otherwise due. At the Seller's written reasonable request and expense, Buyer shall timely and properly prepare, or cause to be prepared, and file, or cause to be filed, any claim for refund, amended Tax Return, or other Tax Return required to obtain any available material Tax Refunds from any Pre-Closing Tax Period payable to Seller pursuant to this [Section 10.02(i)]. Notwithstanding the foregoing, in the event it is subsequently determined that any Tax Refund described in this [Section 10.02(i)] for which Buyer made a payment pursuant to this [Section 10.02(i)] was improperly obtained (each, a “Disallowed Tax Benefit”), Seller shall pay an amount equal to such Disallowed Tax Benefit to Buyer within five (5) Business Days of such disallowance.

Refund. If any Payee determines, in its sole discretion, that is has received a refund of taxes paid or indemnified by a Borrower pursuant to Sections 3.10 or 3.12 hereof, such Payee shall promptly pay such refund (but only to the extent of the amounts paid or indemnified by such Borrower) to the relevant Borrower, net of all out-of pocket expenses incurred in obtaining such refund, without interest (other than interest paid by the relevant taxing authority with respect to such refund), as will leave the Payee in no worse position than it would have been had no such taxes been initially imposed; provided, that such Borrower, upon the request of such Payee, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges 074658.01845/123458281v.1

Termination and Refund. If Relativity fails to cure a breach of the warranty provided in this Section, or fails to provide the Services as required under this Agreement, or determines that the cure or Services are impractical or unreasonable to provide in Relativity’s opinion (whether technically or economically), Client may terminate this Agreement in whole (or in part with respect to any Software product or Service which is the subject of the failure and for which there are separate fees under this Agreement). In such case, Relativity will promptly refund any fees paid by Client for the Software (or Software product or Service which is being terminated), in a prorated amount reflecting: # any portion of such fees reasonably allocable to any period of the Term when Client was not able to use, and did not use, the Software (or Software product or Service which is the subject of the failure and for which there are separate fees under this Agreement) due to the breach of the warranty under this Section; and # any portion of such fees that Client pre-paid for any period of the Term following such early termination. This Section 4 contains the only liability and obligations of Relativity, and the only remedies of Client, for Relativity's breach of the warranties in this Section 4 and/or failure to provide Services in accordance with this Agreement.

No Refund. In the event this Agreement is terminated pursuant to this Section 11, or expires as provided for in [Section 10, BCM] is under no obligation to refund any payments made by LICENSEE to BCM prior to the effective date of such termination or expiration.

Refund of Security Deposit. On the expiry or earlier termination of the lease of the Premises, the Lessor shall, simultaneously with the Lessee delivering physical and vacant possession of the Premises to the Lessor, refund the Security Deposit to the Lessee, subject to adjustments of any arrears of Rent and/or Utilities Charges and/or Maintenance Charges, payable by the Lessee under the Lease Deed or towards any damages to the Premises due to Lessee’s acts of omission or commission (normal wear and tear exempted).

No Refund. Baylor is under no obligation to refund any payments made by Cell Medica to Baylor prior to the effective date of such termination or expiration, including, without limitation, in the event this Agreement is terminated pursuant to this Article XI or expires as provided for in Article X.

No Refund. In the event this Agreement is terminated pursuant to this Section 11, or expires as provided for in [Section 10, BCM] is under no obligation to refund any payments made by LICENSEE to BCM prior to the effective date of such termination or expiration.

Refund of Security Deposit. On the expiry or earlier termination of the lease of the Premises, the Lessor shall, simultaneously with the Lessee delivering physical and vacant possession of the Premises to the Lessor, refund the Security Deposit to the Lessee, subject to adjustments of any arrears of Rent and/or Utilities Charges and/or Maintenance Charges, payable by the Lessee under the Lease Deed or towards any damages to the Premises due to Lessee’s acts of omission or commission (normal wear and tear exempted).