J.Crew Organizational Documents. The bylaws of J.Crew in effect at the Effective Time shall be the bylaws of the J.Crew Surviving Corporation until thereafter amended as provided therein or by the DGCL, and the certificate of incorporation of J.Crew in effect at the Effective Time, as amended pursuant [[Organization B:Organization]] J.Crew Certificate of Merger, shall be the certificate of incorporation of the J.Crew Surviving Corporation until thereafter amended as provided therein or by the DGCL.

J.V. TIERNEY & COMPANY (2002) LIMITED with company registration number [[Identifier]] and whose registered office is at Harmony Row, Dublin 2 (“the Consultant”).

Communications with Beneficiaries. Each Issuing Bank shall use its commercially reasonable efforts to provide advance notice to Parent of any formal communication by such Issuing Bank with any beneficiary under any Letter of Credit issued by such Issuing Bank with respect thereto, other than any such communication in the ordinary course of business or otherwise in accordance with the standard operating procedures of such Issuing Bank.

Communications with Employees of J.P. Morgan Securities LLC. If Counterparty interacts with any employee of J.P. Morgan Securities LLC with respect to any Transaction, Counterparty is hereby notified that such employee will act solely as an authorized representative of JPMorgan Chase Bank, N.A. (and not as a representative of J.P. Morgan Securities LLC) in connection with such Transaction.

“J.Crew Recipient Entities” shall have the meaning set forth in the Recitals.

J.Crew Indemnity to Madewell. J.Crew shall indemnify Madewell against, and hold Madewell harmless, without duplication, from any Tax liability allocated to J.Crew pursuant to Section 3.

Communications with Regulators. Betta will notify the JSC in writing of all material oral or written communications to and from Regulatory Authorities relating to Licensed Products in the Territory, provide a copy of any such material written communications in its original format and language, and provide an English language summary of such communications and description of the principal issues raised, in each case, within ​ after the occurrence of such material oral or written communications. If any such material written communications are not in English, upon [[Agenus:Organization]]’ request, Betta will provide the JSC with an English translation of such written communications within ​ of [[Agenus:Organization]]’ request. ​. Betta will provide the JSC complete copies of all written communications (including communications relating to meetings with Regulatory Authorities) in their original format and language within ​ after its receipt or submission of such written communications. Betta will not have the right to communicate with Regulatory Authorities outside the Territory in connection with the Licensed Antibodies and/or the Licensed Products without [[Agenus:Organization]]’s prior consent.

Communications with Employees of J.P. Morgan Securities LLC. If Counterparty interacts with any employee of J.P. Morgan Securities LLC with respect to any Transaction, Counterparty is hereby notified that such employee will act solely as an authorized representative of JPMorgan Chase Bank, N.A. (and not as a representative of J.P. Morgan Securities LLC) in connection with such Transaction.

J.Crew may terminate such Recipient Sub-Service, in whole but not in part with respect to such Recipient Sub-Service, at any time upon prior written notice to Madewell if Madewell has failed to perform any of its material obligations under this Agreement with respect to such Recipient Sub-Service, and such failure remains uncured thirty (30) days after J.Crew delivers written notice of such failure to Madewell; or

J.Crew Tax Benefits. J.Crew shall be entitled to any Tax Benefits received by any member of the J.Crew Group or the Madewell Group with respect to any Tax allocated to a member of the J.Crew Group under this Agreement. For the avoidance of doubt, any refunds attributable to Taxes in respect of a Combined Tax Return (other than Separation Taxes) will be allocated to J.Crew in proportion to its percentage of liability as set forth on the Tax Sharing Apportionment Schedule.