Agent Efforts. Upon the terms and subject to the conditions set forth in this Agreement, upon the receipt of an Issuance Notice, the Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares with respect to which the Agent has agreed to act as sales agent, subject to, and in accordance with the information specified in, the Issuance Notice, unless the sale of the Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement. For the avoidance of doubt, the parties to this Agreement may modify an Issuance Notice at any time provided they both agree in writing to any such modification.

Agent Efforts. Upon the terms and subject to the conditions set forth in this Agreement, upon the receipt of an Issuance Notice, the Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares with respect to which the Agent has agreed to act as sales agent, subject to, and in accordance with the information specified in, the Issuance Notice, unless the sale of the Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement. For the avoidance of doubt, the parties to this Agreement may modify an Issuance Notice at any time provided they both agree in writing to any such modification.

Agent Efforts. Upon the terms and subject to the conditions set forth in this Agreement, upon the receipt of an Issuance Notice, the Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares with respect to

Efforts. During the Term, the Executive Chairperson agrees to serve the Company faithfully, to devote such energy, skills and ability as reasonably necessary to perform her duties hereunder and to promote the Company’s interests. The Executive Chairperson may become a full-time executive employee of another entity or a member of a board of directors of another entity if such activity does not materially interfere or conflict with the performance of the Executive Chairperson’s duties, services and responsibilities under this Agreement, including under [Sections 6 through 11] hereof (collectively, the “Restrictive Covenants”), or violate the policies established from time to time by the Company that are applicable to directors and officers of the Company. Notwithstanding anything to the contrary in this Section 1.3 or this Agreement, # the Executive Chairperson shall be free to continue participating in those certain business activities that the Executive Chairperson has previously disclosed to the Company and in which she is engaged as of the Execution Date (such activities, together with those that are hereafter disclosed and not objected to under the last sentence of this Section 1.3, “Permitted Business Activities”) until such time that any Permitted Business Activity expands into a Competing Business (defined below) in which it was not engaged as of the Execution Date; provided, that, a Permitted Business Activity shall not be regarded as having expanded into a Competing Business if # the individual or entity engaging in the Permitted Business Activity and for whom the Executive Chairperson is providing services was engaging in the Competing Business prior to the Company and # such Permitted Business Activity is not related to clinical research and drug development in the areas of Alzheimer’s, diabetes or psoriasis in markets that would directly compete with the Company’s assets azeliragon (TTP488), GKA (TTP399) and [[Unknown Identifier]] HPP737, and # the Executive Chairperson shall be free to engage in charitable, community or personal investment activities as long as such activities and investments do not conflict with or interfere with the Executive Chairperson’s obligations under this Agreement, including the Restrictive Covenants, and that any such investments are in compliance with the Company’s policies and procedures applicable to officers and directors. The Executive Chairperson represents that she has disclosed to the Company all business activities in which she is engaged in as of the Execution Date, and the Company acknowledges such disclosure. The Executive Chairperson agrees to provide the Company with prior written notice of any new business activities and commitments, and, subject to the terms of this Section 1.3 and requirements of applicable law, the Board may require the Executive Chairperson to resign from her duties hereunder if the Board determines that such new business activity or commitment, when aggregated with

Efforts. Each of Relay and Licensee will use its good faith efforts to eliminate any concern on the part of any Governmental Authority regarding the legality of this Agreement under any Antitrust Law, including, promptly taking all steps to secure government antitrust clearance, subject to Section 16.7, including cooperating in good faith with any government investigation including the prompt production of documents and information demanded by any request for documents and of witnesses if requested. Notwithstanding the foregoing, this Article 17 and the term “good faith efforts” do not require that either Party # offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Relay, Licensee or their respective Affiliates, # agree to any restrictions on the businesses of Relay, Licensee or their respective Affiliates, or # pay any amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying the transactions contemplated by this Agreement.

Efforts. During the Term, Urovant shall use Commercially Reasonable Efforts to # Co-Promote, manufacture and otherwise commercialize the Products in the Territory, and # perform its obligations under this Agreement.

Efforts. Bayer shall use Commercially Reasonable Efforts to Commercialize [​] in each Major Market.

Efforts. Apellis will use Commercially Reasonable Efforts to conduct and complete the Development Program in the Territory at its expense in accordance with this Agreement (subject to SFJ performing its obligations as set forth herein).

Efforts. Each Party will use Commercially Reasonable Efforts to perform Research Activities on Collaboration Products for which such Party is responsible under each Research Plan for such Collaboration Products in accordance with the timelines and Research Budget set forth therein. Without limiting the generality of the foregoing, each Party will, and will require its Affiliates and Subcontractors to, perform such Party’s Research Activities for Collaboration Products in a professional manner and in accordance with # all Applicable Laws, including where appropriate cGMP, GCP and GLP (or similar standards); # that level of care and skill ordinarily exercised in similar circumstances by providers of the same or similar services; # good scientific standards; and # the terms of this Agreement, ​, as the case may be), scientific expertise and resources.

Efforts. Prior to the Effective Time, Executive shall use commercially reasonable, good faith efforts, consistent with past practice, to obtain additional Engagements for Company and accelerate the closing or completion of pending Engagements. Following the Effective Time, Executive shall and shall cause Buyer to use commercially reasonable, good faith efforts, consistent with past practice, to collect all amounts due with respect to each Engagement.