Products. Subject to the terms and conditions of this Agreement, on a Product-by-Product basis, effective as of the date on which the Collaboration Antigen of such Product becomes a “Collaboration Antigen” under this Agreement, SGI hereby grants to Unum a co-exclusive (with SGI), sublicensable (solely as permitted in accordance with Section 10.4), license, under the SGI Background Technology and SGI Program IP, to Commercialize the Product in the Shared Territory (and Manufacture same but only for such purpose and only as provided in this Agreement); provided that such licenses will automatically terminate, and be of no further force or effect, with respect to any Development Candidate and associated Product for which Unum has exercised its Opt-Out Right.

Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Business Combination; or

“Commercialisation”, “Commercialising”, or “Commercialise” - all activities relating to manufacturing, importing, exporting, advertising, promoting and other marketing, pricing and reimbursement, detailing, distributing, storing, handling, packaging, offering for sale and selling, customer service and support, post-marketing authorisation Clinical Studies, and regulatory activities of a Product.

Bank Products. Borrowers may request and Wells Fargo may, in its sole and absolute discretion, arrange for Borrowers to obtain, from Wells Fargo, Wells Fargo’s Affiliates or the other Lenders, Bank Products although Borrowers are not required to do so. To the extent Bank Products are provided by an Affiliate of Wells Fargo or an Affiliate of a Lender, Borrowers agree to indemnify and hold Wells Fargo and the Lenders harmless from any and all reasonable and documented out-of-pocket costs and obligations now or hereafter incurred by Wells Fargo or any of the Lenders which arise from the indemnity given by Wells Fargo to its Affiliates or a Lender to its Affiliates related to such Bank Products except for costs or obligations resulting from the gross negligence or willful misconduct of Wells Fargo or any of the Lenders. The agreement contained in this section shall survive termination of this Agreement. Each Borrower acknowledges and agrees that the obtaining of Bank Products from Wells Fargo, Wells Fargo’s Affiliates or any other Lender # is in the sole and absolute discretion of Wells Fargo, Wells Fargo’s Affiliates, or other Lender, as applicable and # is subject to all rules and regulations of Wells Fargo, Wells Fargo’s Affiliates or such other Lender, as applicable.

Bank Products. Borrowers and Guarantors, or any of their Subsidiaries, may (but no such Person is required to) request that the Bank Product Providers provide or arrange for such Person to obtain Bank Products from Bank Product Providers, and each Bank Product Provider may, in its sole discretion, provide or arrange for such Person to obtain the requested Bank Products. Borrowers and Guarantors or any of their Subsidiaries that obtain Bank Products shall indemnify and hold Administrative Agent, each Lender and their respective Affiliates harmless from any and all obligations now or hereafter owing to any other Person by any Bank Product Provider in connection with any Bank Products other than for gross negligence or willful misconduct on the part of any such indemnified Person. This [Section 6.13] shall survive the payment of the Obligations and the termination of this Agreement. Borrower and its Subsidiaries acknowledge and agree that the obtaining of Bank Products from Bank Product Providers # is in the sole discretion of such Bank Product Provider, and # is subject to all rules and regulations of such Bank Product Provider.

Additional Products. In the event ​ desires to purchase alternate products from ​, which are subject to alternate Q-codes, the Parties agree to negotiate in good faith the terms and conditions of any such purchase/sale and/or manufacturing arrangements.

Each Borrower shall at all times comply in all material respects with all existing and future Food Security Act Notices during their periods of effectiveness under the Food Security Act, including, without limitation, directions to make payments to the Farm Products Seller by issuing payment instruments directly to the secured party with respect to any assets of the Farm Products Seller or jointly payable to the Farm Products Seller and any secured party with respect to the assets of such Farm Products Seller, as specified in the Food Security Act Notice, so as to terminate or release the security interest in any Farm Products maintained by such Farm Products Seller or any secured party with respect to the assets of such Farm Products Seller under the Food Security Act.

Reversion Products. The following provisions will apply on a Reversion Product-by-Reversion Product basis:

Biosimilar Products. If one or more Biosimilar Products with respect to a Licensed Product is sold commercially by one Biosimilar (or Interchangeable) Applicant in a particular country in the Territory during a particular calendar quarter (“Biosimilar Product Presence”), and during such calendar quarter the Net Sales of such Licensed Product has decreased by ​ percent (​) or more when compared to peak Net Sales of such Licensed Product in such country in ​, and such decrease is attributable to such Biosimilar Product Presence, then the royalty rate (used with Net Sales to determine royalty payments) for such Licensed Product in such country during such calendar quarter and for the remainder of the Royalty Term will be reduced by ​ percent (​) for purposes of determining Arcus’s obligation to make royalty payments under this Agreement. Notwithstanding any other provision of this Agreement, Arcus will at all times pay a minimum royalty of ​ percent (​) of Net Sales under Section 5.4.

Product Warranty/Products. [Schedule 4.1.26] contains an accurate copy of # the Company’s standard factory warranty and # an accurate summary of the warranty periods offered to the Company’s customers (listed by customers VWR, LabRepCo and by product lines American Biotech Supply and Lab Research Products with respect to all other customers) as set forth in such schedule along with any material deviations currently in effect with respect to such warranties. To Seller’s Knowledge, there are no material warranty liabilities or recalls of the Company’s products, and no claims for service, repair, replacement, refund, recall or claims for other product-related remedies that are pending, Threatened or reasonably anticipated to be presented with respect to the Company’s products.

Prior to ​’s initial release of the ​ Product, ​ shall ​ in order to ensure that adequate security has been incorporated to prevent ​ within the ​ Product. Upon ​’s foregoing written approval for the ​ Product, ​ may exercise its rights under the license granted in [Section 8.3.3.2], unless and until ​ desires to ​ submit such new method ​.

“Combination Product” shall mean any Licensed Product sold or used in combination with one or more other therapeutically active ingredients which are not Licensed Products.

The following individual products must only be sold as a combination of the two DAH Item Numbers listed. The prices provided above are only valid in the listed combination and cannot be combined or used in any other way:

“Covered Third Party Products” means # any Third Party products and services, product lines, devices, systems, assays, components, subassemblies, kits, hardware, software, or any combination of the foregoing provided to ​ or its Affiliates for the benefit of ​ or

Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its outstanding shares of Applicable Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable hereunder shall be proportionately increased in the case of a subdivision and the Exercise Price shall be proportionately increased and the number of Shares issuable hereunder shall be proportionately decreased in the case of a combination.

Subdivision or Combination of Stock. In case [[Organization A:Organization]] shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of the Common Stock of [[Organization A:Organization]] shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased.

CLIENT represents and warrants that it is lawfully in possession of the Products and has the right and authority to contract with OHL for the Services contemplated by this Agreement relating to those Products. CLIENT agrees to indemnify and hold OHL harmless for all loss, cost and expense (including reasonable attorneys’ fees) which OHL pays or incurs as a result of any dispute or litigation, whether instituted by OHL or others, respecting CLIENT’s right, title or interest in the Products covered by this Agreement. Such amounts shall be charges in relation to the Products and subject to the provisions of this Agreement.

Marking of Licensed Products. To the extent commercially feasible and consistent with prevailing business practices, Surface shall mark, and shall cause its Affiliates and Sublicensees to mark, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

Limited Warranty for Tissue Products. The Products shall be manufactured in accordance with all applicable FDA, TRG and/or Q-Code specifications, and shall be subject to a one (1) year warranty after shipment (prior to application on any patient) that each amnion-based Products have been collected, processed and stored in compliance with all applicable laws and standards, FDA, TRG and/or Q-Code specifications, including the AATB Standards and Title 21, Code of Federal Regulations 1271, Human Cells, Tissues and Cellular and Tissue-Based Products, and has a shelf-life of at least three (3) years from the date the Product was manufactured (the “Shelf-Life”). Commencing as of the third (3rd) monthly anniversary of the Effective