Pursuant to Section 7.1(a) of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto (collectively, the “ Transaction Documents ”), are hereby terminated effective immediately as of the date hereof (the “ Termination Time ”) and, notwithstanding anything to the contrary in the Transaction Documents, including Section 7.2 of the Merger Agreement, the Transaction Documents are terminated in their entirety and shall be of no further force or effect whatsoever (the “ Termination ”); provided that Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the Joint Defense and Confidentiality Agreement, dated February 23, 2015, by and among Parent, the Company and the other parties thereto (the “ JDA ”), the Clean Team Confidentiality Agreement, dated July 28, 2015, between Parent and the Company (the “ EU Clean Team Agreement ”) and the “Clean Team” Non-Disclosure Agreement, dated as of March 1, 2016, between Parent, the Company and the advisor party thereto (the “ Advisor Clean Team Agreement ”) shall each remain in full force and effect in accordance with their respective terms.