Unless the Committee provides otherwise, # earned Executive Incentive Compensation shall be paid during the fiscal year of the Company immediately following the end of the applicable Performance Period, but unless the Committee determines otherwise, no later than 2½ months after the end of such Performance Period, and # such payment shall be made in cash (subject to any payroll tax withholding the Company may determine applies).

Disputes; Resolution by Executive Officers. The Parties recognize that disputes as to certain matters may from time to time arise during the Term that relate to decisions to be made by the Parties herein or to the Parties’ respective rights and/or obligations hereunder. Subject to [Section 2.2.4] and [Section 14.5.2], any disputes, controversies or claims that may arise between the Parties out of or in relation to or in connection with this Agreement shall be promptly presented to the Alliance Managers for resolution. If the Alliance Managers are unable to resolve such dispute within ​ Business Days after a matter has been presented to them, then upon the request of either Party by written notice, the Parties agree to meet and discuss in good faith a possible resolution thereof, which good faith efforts shall include at least one in-person meeting between the Executive Officers of each Party within ​ Business Days after receipt by the other Party of such written notice. If any such matter, other than a matter within the final decision-making authority of Regeneron, is not resolved within ​ Business Days following presentation to the Executive Officers, then either Party may invoke the provisions of [Section 14.5.2].

Executive Services; Standard of Performance. During the Term of Employment, Executive shall be employed on a full-time basis and shall devote Executive’s best efforts and full business time and attention to the business and affairs of the Company. Executive shall serve the Company faithfully, reasonably and in good faith and to the best of Executive’s ability, in a diligent, trustworthy, businesslike and efficient manner, shall seek to promote the interests, prospects, condition (financial and otherwise) and welfare of the Company, and shall comply with all policies, practices and procedures of the Company as in effect from time to time (collectively, “Policies”) for the conduct of its employees. Executive may engage in services of business, either professional or commercial in nature, so long as said business is not in direct competition with Company’s business and does not otherwise interfere with Executive’s obligations to Company. Should Executive engage in such services, Company shall not be entitled to any interest, compensation, or otherwise unless said service involves prior authorized use of Work Product.

No Assignment by the Executive. This Agreement is personal to the Executive and will not be assignable by the Executive.

Representations and Warranties of Executive. The Executive represents and warrants to the Company as follows:

Change in Executive’s Position. In the event that ​ transfers, demotes, promotes, or otherwise changes Executive’s compensation or position with ​, the restrictions and post-termination obligations set forth in [Sections 8 through 13] of this Agreement shall remain in full force and effect.

During the Consulting Term, Executive will at all times be and remain an independent contractor. Executive will be free to exercise Executive’s own judgment as to the manner and method of providing the Consulting Services to the Company, subject to applicable laws and requirements reasonably imposed by the Company. Executive acknowledges and agrees that, during the Consulting Term, Executive will not be treated as an employee of the Company or any of its affiliates for purposes of federal, state, local or foreign income tax withholding, nor unless otherwise specifically provided by law, for purposes of the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act or any Worker’s Compensation law of any state or country and for purposes of benefits provided to employees of the Company or any of its affiliates under any employee benefit plan. Executive acknowledges and agrees that as an independent contractor, Executive will be required, during the Consulting Term, to pay any applicable taxes on the fees paid to Executive.

The Executive Director hereby undertakes with the Company that during the term of this Agreement, he shall use his best endeavours to carry out his duties faithfully and diligently under this Agreement.

Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or understandings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder.

In the event of the Executive voluntarily terminates his/her employment after giving the [[Organization A:Organization]] sixty (60) or more days written notice of his/her intended last day of work, he/she is entitled to the Extension of Exercise Rights and the Restricted Stock Benefit. For clarity, the sixty (60) or more days written notice required in this provision does not include any days that the Executive is on paid time off or on sick leave.