Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Co-Borrower, except for transactions that are in the ordinary course of Co-Borrower’s business, upon fair and reasonable terms that are no less favorable to Co-Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

No Borrower will, and no Borrower will permit any of the Loan Parties to, enter into any transaction or series of related transactions with any Affiliate of any Borrower or any of the Loan Parties, other than in the Ordinary Course of Business and on terms and conditions substantially as favorable to the [[Organization A:Organization]] and the Loan Parties as would reasonably be obtained by such Borrower or such Loan Party at that time in a comparable arm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:

Performance by Affiliates. Subject to the limitations of Section 10.4, each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and will cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement will be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, including any payment by the Borrower or any of its Wholly Owned Subsidiaries of any management, consulting or similar fees to any such Affiliate, whether pursuant to a management agreement or otherwise, other than on terms substantially as favorable or more favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, other than transactions # between or among the Loan Parties, # between or among Subsidiaries that are not Loan Parties, # between or among the Borrower and its Subsidiaries, provided that such transactions are intercompany transactions entered into in the ordinary course of business as part of tax, accounting, pension, cash management and other administrative activities, # otherwise permitted by this Agreement and # pursuant to arrangements existing on the Closing Date and set forth on [Schedule 6.08].

Transactions with Affiliates. Except as expressly permitted by this Agreement, the [[Organization A:Organization]] will not, nor will it permit any of its Subsidiaries to, directly or indirectly, make any investment in an Affiliate, transfer, sell, lease, assign or otherwise dispose of any property to an Affiliate, merge into or consolidate with or purchase or acquire property from an Affiliate or enter into any other transaction directly or indirectly with or for the benefit of an Affiliate (including, without limitation, guarantees and assumptions of obligations of an Affiliate); provided that:

The Company does not have, and has never had, any Subsidiaries. The Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in, or otherwise control, any corporation, partnership, joint venture or other entity, and has no agreement or commitment to purchase any such interest.

Transactions With Affiliates. No current or former employee, partner, director, officer or stockholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been, # a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or stockholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees, officers or directors of the Company or any of its Subsidiaries)) or # the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are traded on or quoted through an Eligible Market (as defined below)), nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. No employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, other than # for payment of salary for services rendered, # reimbursement for reasonable expenses incurred on behalf of the Company, and # for other standard employee benefits made generally available to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company).

Contracts with Affiliates. Except as herein specified, all services which the General Partner is not obligated to perform under the terms of this Agreement and the materials necessary for the operation of the Business may be provided by the General Partner, or any entity affiliated with the General Partner, and the General Partner shall be compensated for such services or materials on such terms and conditions no less favorable than those obtainable in the marketplace, and such amounts shall be deemed to be operating expenses of the Business.

For purposes of this Agreement:

Use of Affiliates. Merck and Licensee shall have the right to exercise its rights and perform its obligations under this Agreement either itself or through any of a Related Party. In addition, in each case where Merck’s or Licensee’s Related Party has an obligation pursuant to this Agreement or performs an obligation pursuant to this Agreement, Merck or Licensee shall cause and compel such Related Party to perform such obligation and comply with the terms of this Agreement.