Term Opt-out of Prepayment. With respect to each prepayment of Term Loans required pursuant to ‎[Section 2.05(b)(i)] or ‎(ii), (A) each Lender of Term Loans will have the right to refuse such offer of prepayment by giving written notice of such refusal to the Administrative Agent within one (1) Business Day after such Lender’s receipt of notice from the Administrative Agent of such offer of prepayment (“Declined Proceeds”) (in which case the Borrower shall not prepay any Term Loans of such Lender on the date that is specified in clause ‎(B) below), # the Borrower will make all such prepayments not so refused upon the fourth Business Day after delivery of notice by the Borrower pursuant to ‎[Section 2.05(b)(vi) and (C)])] any Declined Proceeds may be retained by the Borrower.

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing or withdrawal of any Registration Statement or contemplated Piggyback Rights Company Offering, including any Offering Notice or notice of any event that would lead to a Blackout Period; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to Article II, Article III or Article IV hereof, and such Holder shall no longer be entitled to the rights associated with any such notice. Each Holder that has delivered an Opt-Out Notice will notify the Company in writing at least two (2) Business Days in advance of its intended use of an effective Registration Statement. If a Blackout Notice was previously delivered (or would have been delivered but for the provisions of this Section 11.3) and the Blackout Period remains in effect, the Company shall so notify such Holder, within one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Blackout Period, and thereafter notify such Holder when such Blackout Period is no longer in effect.

Expense Opt-Out. If Legacy provides Primary with written notification that it will no longer support the filing, prosecution, or maintenance of any specified patent(s) and/or patent application(s) within the Legacy Patents, then # Legacy’s responsibility for any fees and costs related to the filing, prosecution, and maintenance of such subject Legacy Patents will terminate sixty (60) days after Primary’s receipt of such written notification, and Legacy’s obligations under Section 7.2(a), shall terminate with respect to such patents and/or patent applications on such date, and all right, title, and interest in such Patent Rights shall be assigned to Primary, free and clear of all liens, claims, and encumbrances, # such Patent Rights shall be deemed not to be Legacy Patents for purposes of this Agreement, # to the extent Covered thereby, no compounds claimed therein shall be considered CDCs nor VDCs for any purposes related to this Agreement in the country(ies) in which such Patent Rights were filed or issued, and # to extent any CDC or Derivative thereof is Covered thereby, Legacy, its Affiliate, and Legacy Licensees shall no longer have any right to manufacture, use, sell, or import such CDC or Derivative thereof in the country(ies) in which such Patent Rights were filed or issued.

Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance notice to the Optionee, cancel the Option and pay to the Optionee the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.

Cash Out. With respect to a Participant who retires under the terms of the Plan and has a Separation from Service on or after July 1, 2017, as permitted under Treas. Reg. §1.409A-3(j)(4)(v) and subject to paragraph # below, the Administrative Committee in its sole discretion may pay in a single lump sum the entire SERP Benefit of a Participant at the time when the first installment of the SERP Benefit would otherwise be paid under [Section 5.2(b)(1)], provided that, # the Company evidences such decision in writing no later than the date of payment to the Participant, # the payment results in the termination and liquidation of the Participant’s interest under the Plan and under all other plans maintained by the Company and its affiliates that are required to be aggregated with the Plan under Code Section 409A, and # the total payment amount with respect to the SERP Benefit and the benefit of any other plan required to be aggregated with the Plan under Code Section 409A does not exceed the dollar limit under Code Section 402(g)(1)(B) applicable for the year of payment. For purposes of paragraph (a)(3) above, the SERP Benefit will be calculated as the Single-Sum Amount provided in [Section 2.24] of the Plan.

If the Parties agree on such payment obligations for such Development Candidate during such ​ negotiation period, then # the Opt-Out Party will deliver a Late Stage Opt-Out Notice to the Continuing Party, # such Development Candidate and the associated Product will be considered a Reversion Product as of the date of such delivery, and # the Parties will memorialize such payment obligations for such Reversion Product in a definitive agreement. For clarity, once delivered in accordance with this Section 3.2(c), a Late Stage Opt-Out Notice will be irreversible. If a Party provides a Late Stage Opt-Out Notice with respect to a Development Candidate within the time required therefor as provided in this Section 3.2(c), the Party providing the Late Stage Opt-Out Notice will automatically be deemed an Opt-Out Party and will opt out of further Development and Commercialization of the Development Candidate and associated Product effective as of the date of delivery of such Late Stage Opt-Out Notice and the Continuing Party will have the right to Research, Develop, Manufacture and Commercialize such Development Candidate and associated Product as a Reversion Product independently or under a sublicense to a Third Party in the Territory in accordance with this Section 3.3.

Prepayment. The Issuer may, at its option, prepay at any time all, but not less than all, of this Note, if but only if it likewise prepays all of the Notes. Issuer may exercise the option to prepay by paying the Holder 125% of the principal amount of the Note. Issuer will give each Holder of Notes written notice of prepayment under this Section 3 not less than ten days and not more than 30 days prior to the date fixed for such prepayment. Each such notice shall specify the Prepayment Date (which shall be a Business Day), the principal amount of each Note held by such Holder to be prepaid, and any interest to be paid on the Prepayment Date.

Prepayment. Upon ten (10) Business Days’ prior written notice to Agent, Borrower may, at its option, at any time, prepay the Loans (or any portion thereof), in an amount equal to # the principal amounts of the Loans being prepaid, plus # accrued and unpaid interest thereon through and including the date of such prepayment, plus # the Applicable Premium for the portion of each Loan being prepaid, plus # any other amounts then due to ​. The notice of prepayment shall state the amount of principal to be prepaid under each Loan

Prepayment. Subject to prior written consent of the Holder, the Borrower may prepay the amounts outstanding hereunder pursuant to the following terms and conditions:

Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the “Prepayment Periods”) or as otherwise agreed to between the Borrower and the Holder, the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: # that the Borrower is exercising its right to prepay the Note, and # the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: # the then outstanding principal amount of this Note plus # accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus # Default Interest, if any, on the amounts referred to in [clauses (w) and (x)])] plus # any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”).