Joint Conduct of Lawsuit. With respect to the Joint Representation Lawsuit, Schmeiser and BJC will analyze the Patent Rights and the activities of defendants in any lawsuits and, with the assistance of AVRS, will conduct settlement negotiations for the purpose of obtaining settlement Agreements with such defendants with respect to the Patent Rights. Schmeiser also will assist BJC in connection with the prosecution of the Joint Representation Lawsuit. Schmeiser, as consideration for its rights under this Agreement, agrees to provide, upon request, substantial involvement in any aspect of the Joint Representation Lawsuit, including settlement negotiations, discovery, the preparation of pleadings, participation in hearings, claim construction related activities, trial as well as planning and strategy regarding all of theabove.

The Executive agrees that, in matters affecting the conduct of the business of the Company and its Affiliates, the Executive shall use all reasonable efforts to comply with all applicable laws and regulations, as well as the rules, regulations, policies and procedures of the Company of general application to its employees, as they may be revised from time to time.

Diligence; Standards of Conduct. With respect to each Collaboration Antigen, Unum (itself or through its Affiliates or by permitted subcontracting pursuant to Section 5.9) agrees to use Commercially Reasonable Efforts to Develop Research Candidates in the Territory, and to carry out the tasks specified under the Research Plan, in a timely and effective manner, and agrees to conduct its activities under the Research Plan in a good scientific manner and in compliance in all material respects with Applicable Law. SGI will cooperate with and provide reasonable support to Unum (especially in connection with the SGI Antibodies included in such Research Candidates) in connection with Unum’s performance of its responsibilities under the Research Plan. The Parties acknowledge and agree, however, that no outcome or success is or can be assured and that failure to achieve desired results will not in and of itself constitute a breach or default of any obligation in this Agreement (notwithstanding the focus of the Research Program described above).

On a Product-by-Product basis, each Party will use Commercially Reasonable Efforts to Commercialize such Product in the Shared Territory, and to carry out the tasks specified under the Joint Commercialization Plan in a timely and effective manner and in compliance in all material respects with Applicable Law and applicable codes of conduct.

Criminal Conduct and Investigations. A Borrower commits or is indicted for committing any crime or if any proceeding or investigation by any Governmental Authority is pending an adverse disposition of which would be reasonably likely to result in the forfeiture of any material assets of ta Borrower to any Governmental Authority, federal, state or local.

Conduct of Joint Operations. During the Interim Period, Farmor shall:

Conduct of the Parties. No Party to this Agreement shall knowingly permit or allow, by act or omission, the paying, making, offering, promising, authorizing or causing to pay, make, offer, give, promise or authorize, either directly or indirectly, by it or any of its Affiliates, of any bribe, commission, money, payment, gift (other than promotional and marketing gifts of nominal value), loan, fee, reward, travel, entertainment, transfer of anything of value or any other advantage to or for the use or benefit of any Official of a nature and cost which is not permitted under the Anti-Corruption Legislation, in connection with this Agreement, the JOA, the Contract or the operations associated therewith.

Conduct of EnTrust’s Business. Except # for the steps provided for in the EnTrust Restructuring Steps (and related actions incidental thereto), # as expressly contemplated in this Agreement or in an Ancillary Document executed prior to the Closing, # as set forth in Section 6.1(a) of the EnTrust Disclosure Schedule or # as expressly consented to in writing by the Permal Contributor, to the extent permitted by the HSR Act or similar antitrust Laws, the EnTrust Contributor shall (and shall cause each EnTrust Entity to): # conduct its business in the Ordinary Course of Business, # use commercially reasonable efforts to # preserve its present business and operations intact, # maintain in full force and effect all of its presently existing insurance coverage described in [Section 4.26(a)] of the EnTrust Disclosure Schedule, or insurance equivalent to such existing coverage, # maintain in full force and effect all Permits described on Section 4.12(b) of the EnTrust Disclosure Schedule, # keep available the present services of its officers and employees and # preserve its rights, franchises, goodwill and relations with clients, investors, customers, landlords, suppliers and others with whom such Person does business and # not take any Restricted Action.

Conduct of the Metwood Virginia Business. From the date hereof through the Closing .Date, MTWD shall conduct the business of Metwood Virginia in the same manner and consistenc with past practice. Without the prior written consent of Cahas, MTWD shall make no changes in or to the Metwood Virginia business operations.

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 9(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct Determination Section 9(b) shall not have made a determination within 30 days after the later of # receipt by the Company of a written request from the Indemnitee for indemnification pursuant to Section 8 (the date of such receipt being the “Notification Date”) and # the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then the Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of the Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim. For avoidance of doubt, this does not affect the Indemnitee’s right to Expense Advances under Section 4.