BDSI shall not (a) knowingly commit any act or omission that would reasonably be expected to give rise to any right of Arius Two, Inc. to terminate that certain BEMA License Agreement between Arius Two, Inc. (“ Arius Two ”) and Arius, dated September 5, 2007, as amended (the “ Arius Two Agreement ”) or that certain Sublicensing Consent between Arius and Arius Two, dated on or about the Effective Date of this Agreement (the “ Arius Two Consent ”), or (b) exercise any right it may have to terminate the Arius Two Agreement or Arius Two Consent, or otherwise amend the Arius Two Agreement or Arius Two Consent, in a way that adversely affects Collegium’s rights hereunder with respect to any of the Licensed Technology without the prior written consent of an officer of Collegium.