Certain Actions. Without limiting the foregoing, # all necessary material notices have been properly filed, and no further action is required under current applicable Environmental Law as to each Response undertaken by the Borrower, any of its Subsidiaries or any of the Borrower’s or such Subsidiary’s former Subsidiaries on any of their presently or formerly owned or operated Property and # to the Credit Parties’ knowledge, the present and future liability, if any, of the Borrower or of any Subsidiary which could reasonably be expected to arise in connection with requirements under Environmental Laws will not result in a Material Adverse Change.

Certain Actions. Notwithstanding anything to the contrary set forth in Section 9.2, Fox may elect to have exclusive authority and control over the investigation, prosecution, defense and appeal of any and all Actions pending at the Separation Time which otherwise would be subject to this Article IX and as to which a member of the Fox Group (other than Newco and the Newco Subs) is also named as a target or defendant thereunder; provided, however, that # Fox and Newco shall investigate, prosecute, defend and/or appeal such Actions in good faith, # Fox shall reasonably consult with Newco on a regular basis with respect to strategy and developments with respect to any such Action, # Newco shall have the right to participate in (but not control) and employ separate counsel in connection with the defense, compromise or settlement of such Action at its own cost and expense and # Fox must obtain the written consent of Newco, such consent not to be unreasonably withheld, conditioned or delayed, to settle or compromise or consent to the entry of judgment with respect to such Action. After any such compromise, settlement, consent to entry of judgment or entry of judgment, Fox and Newco shall agree upon a reasonable allocation to Newco of, and Newco shall be responsible for or receive, as the case may be, Newco’s proportionate share of any such compromise, settlement, consent or judgment attributable to Newco, including its proportionate share of the reasonable costs and expenses associated with defending the same.

Actions. By signing this Agreement, Blanchard represents that he has not commenced and will not commence any action or complaint with any court, arbitrator or other body with jurisdiction over such disputes regarding his employment. Furthermore, if he has filed any such action, he promises to dismiss the same with prejudice. Nothing in this Agreement is intended to prohibit Blanchard from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures, including providing documents and other information, that are protected under the whistleblower provisions of federal law or regulation.

Actions. Whether or not an Event of Default has occurred, the Lender shall have the right, but not the obligation, to commence, appear in, or defend any action or proceeding which affects or which the Lender determines may affect # the Collateral; # Borrower’s or the Lender’s respective rights or obligations under the Loan Documents; # the Loan; or # the disbursement of any proceeds of the Loan.

Notice for Certain Regulatory Actions. In the event that Kite issues a recall, market withdrawal, or takes any other similar action in connection with any Licensed Product in the Field, and Kite in its reasonable judgment determines that such action is reasonably related to the Final ZFN used to manufacture such Licensed Product, then ​. For clarity, Kite shall have the sole right to decide and control such action at its own cost and expense. In the event that Sangamo, its Affiliates, or any of its licensees or sublicensees (a “Sangamo Party”) issues a recall, market withdrawal, or takes any other similar action in connection with any product using a Final ZFN, and the applicable Sangamo Party in its reasonable judgment determines that such action is reasonably related to the Final ZFN used to manufacture such product, then ​.

Waiver of Certain Actions. Each Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Parent, Merger Sub or any of their respective successors, directors or officers relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger or the other Transactions, including any such claim # challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the acceptance of the Offer or the Merger Closing) or # alleging a breach of any duty of the Company Board in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby, but excluding any such claim brought by a Stockholder as a third party beneficiary under [Section 9.07(a)] of the Merger Agreement.

Conduct of Certain Actions; Costs. The Party initiating suit with respect to an Infringement Claim shall have the sole and exclusive right to select counsel for, and otherwise control, any suit initiated by it pursuant to [Section 7.3(b) or 7.3(c)])]. The initiating Party shall assume and pay all of its own out-of-pocket costs incurred in connection with any litigation or proceedings initiated by it pursuant to [Sections 7.3(b) and 7.3(c)])], including the fees and expenses of the counsel selected by it. The other Party shall have the right to participate, but not control, and be represented in, any such suit by its own counsel at its own expense.

Take Certain Actions. decide or authorize to take (or permit any other Affiliate, sublicensee or contractor to take) any action in connection with a Clinical Trial in the Zai Lab Territory if INCY reasonably believes ​ of a corresponding Execution Version CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH ​, HAS BEEN OMITTED BECAUSE IT IS BOTH # NOT MATERIAL AND # WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Certain Actions. Without limiting the foregoing, # all necessary material notices have been properly filed, and no further action is required under current applicable Environmental Law as to each Response undertaken by the Borrower, any of its Subsidiaries or any of the Borrower’s or such Subsidiary’s former Subsidiaries on any of their presently or formerly owned or operated Property and # to the Credit Parties’ knowledge, the present and future liability, if any, of the Borrower or of any Subsidiary which could reasonably be expected to arise in connection with requirements under Environmental Laws will not result in a Material Adverse Change.

SFJ may terminate this Agreement if # Apellis has breached by its own actions, or by the actions of a Permitted Third Party either of [Section 13.1.3] or [Section 13.1.4] in any material respects, # an Apellis employee or contractor or a Permitted Third Party has breached the policy attached as [Exhibit F] in any material respects and such breach results in a material violation of Applicable Law, or # SFJ learns # that improper payments are being or have been made to Government Officials or any other person by Apellis or those acting on behalf of Apellis with respect to services performed on behalf of Apellis or any other Person or # that Apellis or those acting on behalf of Apellis with respect to services performed on behalf of Apellis has accepted any payment, item, or benefit, regardless of value, as an improper inducement to award, obtain or retain business or otherwise gain or grant an improper business advantage from or to any other person or entity, in any such case ((i), (ii) or (iii)) unless such breach or improper payment can be cured without having a materially adverse impact on the probability of completing the Trial or obtaining Regulatory Approval for the Product. Further, in the event of such termination, Apellis will not be entitled to any further payments under Article 4, regardless of any activities undertaken or agreements with additional Third Parties entered into prior to termination, and SFJ shall have the right to pursue remedies it may have at law or equity, including the right to seek damages, from Apellis.