Supplier represents and agrees that it is in compliance with Executive Order 11246 and implementing Equal Employment Opportunity regulations, the Vietnam Era Veterans’ Readjustment Assistance Act as amended by the Veterans Employment Opportunities Act of 1998 (to include: Vietnam-era Veterans and other Veterans who served on active duty during a war or campaign or expedition for which a campaign badge has been authorized), and the Immigration Act of 1987, unless exempted or inapplicable.

Engaging in conduct inconsistent with the Company’s Code of Conduct or Misconduct policy.

Conduct: Neither Seller or its agents or representatives have engaged in any conduct, or

“Code of Conduct” means the Company’s Code of Business Conduct and Ethics, Chief Executive Officer/Senior Financial Officer Code of Ethics, or any other Company code or standards of conduct applicable to the Participant from time to time.

the Company discovers conduct by Employee that would have permitted termination for Cause, provided that such conduct occurred prior to the Separation Date.

Conduct of Business by BRPA and Merger Sub. During the Interim Period, each of BRPA and Merger Sub shall, except to the extent that the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in [Schedule 4.2] of the BRPA Schedules or as contemplated by this Agreement, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by [Schedule 4.2] of the BRPA Schedules) and use its reasonable best efforts consistent with past practices and policies to # preserve substantially intact its present business organization and # keep available the services of its present key officers. In addition, except as required or permitted or contemplated by the terms of this Agreement or as set forth in [Schedule 4.2] of the BRPA Schedules, without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, during the Interim Period, BRPA and Merger Sub shall not do any of the following:

Equal Opportunity Employer; Employee Statement of Business Conduct. You recognize that [[Organization A:Organization]] is an equal opportunity employer. You agree that you will comply with [[Organization A:Organization]] policies regarding employment practices and with applicable federal, state and local laws prohibiting discrimination on the basis of race, color, sex, religion, national origin, citizenship, age, marital status, sexual orientation, disability or veteran status. In addition, you agree that you will comply with the [[Organization A:Organization]] Business Conduct Statement.

Conduct of Business. The Company and the Seller shall each conduct its business only in the ordinary and usual course and make no material change thereto.

a material breach by Executive of any written Company policy or of the Company’s written code of conduct that has been made available to Executive prior to such breach; provided, however, that the action or conduct described in the clauses above (excluding (c)) will constitute “Cause” only if such action or conduct continues after the Company has provided Executive with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

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;