Consultation. Commercializing Party shall make its managers, directors, officers, executive employees, agents, and representatives reasonably available to the Licensor during normal business hours to discuss the status, progress, and results of Commercializing Party’s and its sublicensees’ Commercialization activities. Commercializing Party shall promptly respond to Licensor’s questions or requests for additional information relating to such Commercialization activities.

Consultation. Seller and Buyer shall consult with each other regarding the timing, manner and conduct of # any audit of Medexus’s books of accounts and other records with respect to the Deferred Payments and Milestone Payments pursuant to [Section 1.5(d)] or [Section 1.6(a)(iii)] of the Sale Agreement, # any dispute with respect to a Deferred Payment Calculation Certificate pursuant to [Section 1.5(d)] of the Sale Agreement, and # any dispute with respect to a Milestone Sales Calculation Notice pursuant to [Section 1.6(a)(iii)] of the Sale Agreement.

Consultation. If the Indemnified Party desires to retain the services of an attorney prior to the determination by the Corporation as to whether it will undertake the defense or prosecution of the Third Party Claim as provided in Section 1(c), the Indemnified Party shall notify the Corporation of such desire in the notice delivered pursuant to [Section 1(b)(i)], and such notice shall identify the counsel to be retained. The Corporation shall then have 10 days within which to advise the Indemnified Party whether it will assume the defense or prosecution of the Third Party Claim in accordance with Section 1(c)(i). If the Indemnified Party does not receive an affirmative response within such 10-day period, he shall be free to retain counsel of his choice, and the indemnity provided in Section 1(a) shall apply to the reasonable fees and disbursements of such counsel incurred after the expiration of such 10-day period. Any fees or disbursements incurred prior to the expiration of such 10-day period shall not be covered by the indemnity of Section 1(a).

Notice; Consultation. In the event of any dispute, controversy or claim arising out of, relating to or in connection with this Agreement (including any schedule or exhibit hereto) or the breach, termination or validity thereof or the negotiation, execution or performance thereof (a “Dispute”), the Parties shall first attempt to settle such Dispute in the first instance by mutual discussions between representatives of senior management of each Party.

Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.

Attorney Consultation. The Company has advised Employee to consult with an attorney of his choosing prior to signing this Agreement;

(b) “Consultation Completion Deadline” has the meaning assigned thereto in [Section 6.17];

“GBSA Consultation Period” has the meaning assigned to such term in [Section 9.17].

Section # Reliance by the Administrative Agent; Consultation with Experts; Delegation of Duties 48

Due to changes in circumstances, both parties make a consultation and reach an agreement.