“Licensed Software” means the Kdb Software, Kdb+ Software and Key Files. The Licensed Software includes all Updates of the Licensed Software provided by Kx to [[Appian:Organization]] pursuant to this OEM Agreement. The Licensed Software does not include New Products.

The foregoing certifications, together with the financial statements, updates, reports, materials, calculations and other information set forth in any exhibit or other attachment hereto, or otherwise covered by this Covenant Compliance Certificate, are made and delivered this ​ day of ​, 202​.

Commercial Supply of Licensed Compounds or Licensed Products. After [[Organization A:Organization]] proceeds with the In-Licensing, [[Organization A:Organization]] shall have the sole right, at its expense, to Manufacture (or have Manufactured) and supply the Licensed Compound and Licensed Products for commercial sale in the Territory by [[Organization A:Organization]] and its Affiliates and Sublicensees, except to the extent otherwise provided in the Initial Development Plan and Budget or any Development Plan. Notwithstanding the foregoing, [[Organization A:Organization]] and [[Party:Organization]] may enter into a supply agreement pursuant to which [[Party:Organization]] shall supply to [[Organization A:Organization]] the Licensed Compounds or Licensed Products as a second source (the “Supply Agreement”) in such quantities as [[Organization A:Organization]] may order in accordance with the terms and conditions of such agreement. The Supply Agreement shall contain such pricing and terms as are reasonable and customary for similar supply agreements that shall be negotiated and agreed by the Parties in good faith.

Upon First Commercial Sale of a Licensed Product. Surface shall report to Harbour the date of First Commercial Sale of a Licensed Product within ​ days of occurrence in each country.

use its reasonable efforts to obtain opinions of counsel to the Company (such counsel being reasonably satisfactory to the managing underwriters, if any) and updates thereof covering matters customarily covered in opinions of counsel requested in Underwritten Offerings, addressed to the underwriters;

Meeting all Delivery Dates. The Contractor agrees to use commercially reasonable efforts to meet the delivery, Delivery and completion dates specified in this Contract, including the Statement of Work, including scheduled delivery or Delivery dates for all Deliverable Items whether or not late delivery or Delivery may result in liquidated damages. Schedule updates showing anticipated delivery, Delivery and completion dates for all Milestones including Delivery of all Deliverable Items and available margin, which shall be separately identified, shall be provided monthly by the Contractor to Customer. No such updates shall act to modify or amend this Contract. If the Contractor anticipates it will not meet any of the Key Delivery or Completion

To the extent that the source used in [(A), (B) or (C) above] updates treasury yield information during the day, Lender shall rely on the treasury yields reported prior to 12:00 Noon (Central Time) one (1) Business Day prior to the Prepayment Fee Determination Date.

Throughout the Term, at each JSC meeting pursuant to clause 4.4, ACADIA shall update the JSC of progress in the Marketing Authorisations of the Product in the Territory, and Neuren shall provide the JSC updates of progress in the Marketing Authorisations of the Product outside the Territory.

“Applicable Make Whole Payment per Unit” means for each Make Whole Payment Commercial Year, commencing with the second Make Whole Payment Commercial Year and ending with, and including, the tenth Make Whole Payment Commercial Year, the following respective amounts: ​ for the second Make Whole Payment Commercial Year; ​ for the third Make Whole Payment Commercial Year; and ​ for each Make Whole Payment Commercial Year commencing with the fourth Make Whole Payment Commercial Year through the tenth Make Whole Payment Commercial Year.

Each Commercial Area will assess performance based on Sales Growth and Operating Margin (specific to Commercial Area), Consumer Products Net Revenue and Consumer Product Operating Margin (specific to Regional Commercial Area) and Franchise Brand Revenue (specific to Commercial Area). The weightings and definition of the Commercial Area Component are: