Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.

Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.

Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.

Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.

Performance. The Employer’s obligation to perform under this Agreement is conditioned upon Executive’s agreements and promises to the Employer as set forth herein. In the event Executive breaches any such agreements or promises or causes any such agreements or promises to be breached, the Employer’s obligations to perform under this Agreement shall automatically terminate and the Employer shall have no further obligation to Executive. Further, the Employer shall be entitled to seek, at its option, the return of all but $100.00 of the severance benefits paid to Executive pursuant to this Agreement.

Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.

Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.

Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.

Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.

Performance. Each Party shall carry out the activities assigned to it under the Technology Transfer Plan in accordance with the timeline therefor contemplated by the ACTIVEUS 188080012v.21