This Stock Option may be exercised through a broker designated by the Company or by any other method the Committee has approved; provided, however, that no such exercise shall be with respect to fewer than twenty-five (25) Shares or the remaining Shares covered by the Stock Option if less than twenty-five. The exercise must be accompanied by the payment of the full Grant Price of such Shares. Payment may be in cash or Shares or a combination thereof to the extent permissible under applicable law, or a broker-assisted cashless exercise; provided, however, that any payment in Shares shall be in strict compliance with all procedural rules established by the Committee.

The Company may not sponsor, or assist in any material way, any “cashless” exercise program pursuant to which payment for Options to be exercised is made by surrendering other Options. The prohibition of the immediately preceding sentence does not apply to third-party, broker-assisted “cashless” exercise programs as described in [clause (i) above] that the Company does not sponsor or assist and payment of the exercise price of Options by tender of Previously-Acquired Shares as described in [clause (ii) above].

For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

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The sales component of the Program is further subdivided between Life Sales and Annuity Sales. For 2023, the sales goals for each line of business of the Company are:

The Company’s New Business Market Summary Report (NWAR60), and its equivalent from each of the Company’s policy administration systems operational during 2023, will be the source of sales results for purposes of this Program. The bonus percentage corresponding with each sales production levels achieved in 2023 will be applied to 100% of the Participant’s Base Salary in accordance with the following grids:

Bulk Sales Requirements. Each of the Parties waives compliance with any applicable bulk sales, bulk transfers or similar Laws, including the Uniform Commercial Code Bulk Transfer provisions. All Liabilities arising out of the failure to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities. The Seller agrees to pay and discharge in due course and will indemnify and hold harmless the Purchaser from and against all claims made by creditors of the Seller, including expenses and attorneys’ fees incurred by the Purchaser in defending against such claims.

As partial consideration for Recordati’s agreements set forth in this Agreement, following the First Commercial Sale of a Product in the Territory, ARS will pay to Recordati ​ payments based on the aggregate Net Sales of all Products in the Territory, as calculated by multiplying ​ percent (​) by the amount of Net Sales of all Products in the Territory (“Sales-Based Payments”); provided that in no event shall the total amount of Sales-Based Payments payable to Recordati under Section 3(c) of this Agreement exceed Euro 5,000,000 (five million) (the “Payment Cap”) and no further Sales-Based Payments shall be due once ARS has paid Recordati Sales-Based Payments in an amount equal to the amount of the Payment Cap.

Regeneron Sales Reports. After the First Commercial Sale of the first Licensed Product by Regeneron and until expiration or termination of this Agreement, Regeneron shall prepare and (within ​ days after the end of each Calendar Quarter) deliver to CytomX reports of the sale of Licensed Products by Regeneron or its Affiliates, and their respective Sublicensees for each Calendar Quarter together with the corresponding royalty payment or other consideration to be paid to CytomX, specifying on a Licensed Product-by- Licensed Product and country-by-country basis, a detailed and itemized calculation of Net Sales. All such information and reports shall be treated as Regeneron’s Confidential Information pursuant to the terms of [Article 12].

The Lead Commercializing Party will be solely responsible for handling all returns, recalls, order processing, invoicing and collection, booking of sales, inventory and receivables, and, subject to the good faith consideration by the Lead Commercializing Party of input from the other Party, and Distribution Matters relating to the applicable Product in the Shared Territory. The other Party will not accept orders for Products or make sales for its own account or for the Lead Commercializing Party’s account, and if the other Party receives any order for Products in the Shared Territory, it will refer such orders to the Lead Commercializing Party for acceptance or rejection. The Lead Commercializing Party will be the lead Party for managed care, government pricing programs, and medical affairs, in the Shared Territory, including the negotiation of managed care arrangements.