This Agreement shall automatically terminate, without any further action on the part of the Company or the Seller, if the Closing does not occur on or prior to August 31, 2017, unless the parties mutually agree to a later date. Further, this Agreement may be terminated upon prior written notice by the Seller to the Company if the Pending Acquisition is abandoned by Janssen Holding. In the event of the termination of this Agreement, neither the Company nor the Seller shall have any liability or obligation to the other under or in respect of this Agreement, except to the extent of any fraud or intentional or willful breach of this Agreement. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto except that the provisions of Section  8 and Sections 10 through 19 shall survive the termination of this Agreement.