Return of Capital Contributions. No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as

Limitations of Return of Capital Contributions. Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

No Partner shall be entitled to any interest on its Capital Account or on its contributions to the capital of the Partnership.

Return. Upon the expiration or termination of this Agreement, upon request, the Recipient will return to the Disclosing Party or destroy all Confidential Information, materials (including the [[Agenus:Organization]] Antibody) and embodiments of Know-How received by the Recipient or any of its Affiliates from the Disclosing Party or any of its Affiliates (and all copies and reproductions thereof). In addition, the Recipient and its Affiliates will destroy: # any notes, reports or other documents prepared by the Recipient which contain Confidential Information of the Disclosing Party; and # any Confidential Information of the Disclosing Party (and all copies and reproductions thereof) which is in electronic form or cannot otherwise be returned to the Disclosing Party.

Return. Following the expiration or termination of this Agreement, American shall, at Contractor’s election, return or dispose of all Contractor Data in its possession within ​ after the expiration or effective date of termination of this Agreement. American may retain backup copies of Contractor Data that were captured as part of American’s normal course of business if it would be commercially or technologically impractical to delete such data in accordance with this [Section 6.04(d)] or for evidentiary purposes on the condition that American continues to comply with the confidentiality, compliance, data security and privacy provisions of this Agreement for as long as such backup copies exist. American may retain that portion of Contractor Data that it must retain pursuant to applicable law (including Data Law) on the condition that American continues to comply with the confidentiality, compliance, data security and privacy provisions of this Agreement, including but not limited to [Exhibit D], for as long as it retains such data and deletes such Contractor Data as soon as American is no longer subject to such legal requirement.

“Average Return on Invested Capital” (also known as Average Return on Total Capital) is the average amount of “Return on Invested Capital” for the three fiscal years of the Performance Period. Return on Invested Capital is measured as NOPAT divided by Invested Capital, where NOPAT equals earnings from operations, less tax, calculated using the actual reported effective tax rate, and Invested Capital equals long-term debt plus shareholders equity.

Definition: The spread between # adjusted net income divided by the daily average total regulatory capital and # the average daily Overnight Federal funds effective rate (Fed Effective).

Definition: The spread between: # GAAP net income divided by the daily average total regulatory capital; and # the Fed Effective rate.

Definition: The spread between # adjusted net income divided by the daily average total regulatory capital and # the average daily Overnight Federal funds effective rate (Fed Effective).

Definition: The spread between: # GAAP net income divided by the daily average total regulatory capital; and # the Fed Effective rate.