a violation of the criminal law, unless the Indemnified Party had reasonable cause to believe his conduct was lawful and had no reasonable cause to believe his conduct was unlawful;

For Cause means that the Executive’s conduct, in the [[Organization A:Organization]]’s good faith belief, is in violation of [[Organization A:Organization]]’s General Rules of Conduct, [[Organization A:Organization]] policies, guidelines, and procedures, Code of Business Conduct and Ethics as detailed in the Employee Handbook and any other unacceptable conduct which the Employee Handbook states may be cause for discharge. For Cause includes, but are not limited to, the occurrence or existence of any of the following with respect to the Executive, as determined by [[Organization A:Organization]]:

SECTION # Conduct of Business.

Conduct product experience studies.

conduct him/herself at all times in a manner which is not prejudicial to the Company’s interests and in adherence to the Code of Conduct in the Zymeworks Employee Handbook;

I acknowledge that I have reviewed the Corporation’s Code of Conduct. I further acknowledge that I understand and will comply with the terms and standards contained in that Code of Conduct, including but not limited to the prohibition against retaliation, and specifically acknowledge that I have an obligation to report suspected violations of the Code of Conduct pursuant to the Corporation’s Escalation Policy.

Schedule #(c) Conduct of Joint Operations

The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct.

Section # Maintenance of Existence; Conduct of Business

SECTION # Conduct of Business Pending the Closing.