Transactions with Affiliates. Directly or indirectly enter into or permit to exist any transaction with any Affiliate of any Borrower or any of its Subsidiaries except for:

Transactions with Affiliates. Parent shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction with any Affiliate (including any Unrestricted Subsidiary and its Affiliates) of any Loan Party or any of its Restricted Subsidiaries except for:

Transactions with Affiliates. Engage in any transaction or series of transactions with Affiliates (other than the Borrower and its Restricted Subsidiaries or any person that becomes a Restricted Subsidiary as a result of such transaction), involving aggregate consideration in excess of $25,000,000 unless such transaction is # otherwise permitted (or required) under this Agreement, including, without limitation, any equity issuances by the Borrower and transactions permitted by [Sections 7.02, 7.04, 7.05 and 7.06]6]6]6], or # on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided, that this [Section 7.09] shall not restrict # customary indemnities of officers and directors consistent with Law, payment of reasonable fees to directors and the customary issuance of directors’ shares, # [reserved], # any issuance of securities, or other payments, awards or grants in cash or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of the Borrower, # transactions for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business, # any transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed to the Board of Directors of the Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is in the good faith determination of the Borrower qualified to render such letter, which letter states that # such transaction is on terms that are substantially no less favorable to the Borrower or such Restricted Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate or # such transaction is fair to the Borrower or such Restricted Subsidiary, as applicable, from a financial point of view, # transactions between the Borrower or any of its Restricted Subsidiaries and any person, a director of which is also a director of the Borrower; provided, however, that # such director abstains from voting as a director of the Borrower on any matter involving such other person and # such person is not an Affiliate of the Borrower for any reason other than such director’s acting in such capacity, # intercompany transactions undertaken in good faith for the purpose of improving the consolidated Tax efficiency of the Borrower and its Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth herein, and # transactions with customers, clients or suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business.

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.

Enter into any transaction (unless such transaction or a series of such transactions is immaterial) including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate (other than ​ and its Subsidiaries) unless such transaction is otherwise permitted under this Agreement, is upon fair and reasonable terms no less favorable to ​ or such Subsidiary, as the case may be, than it would obtain in an arm’s length transaction.

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.

Transactions with Affiliates and Employees. Except as set forth on [Schedule 3.1(r)], none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of ​ other than for # payment of salary or consulting fees for services rendered, # reimbursement for expenses incurred on behalf of the Company and # other employee benefits, including stock option agreements under any stock option plan of the Company.

Valid Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The SEC Documents disclose the number of shares of Common Stock that are # reserved for issuance pursuant to Convertible Securities (as defined below) and # that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).