Continuous Improvement. [[Bachem CH:Organization]] shall use Commercially Reasonable Efforts to identify and implement continuous cost, quality and Apellis service improvement programs by seeking productivity improvements, by minimizing waste and improving Drug Substance yields, and by # purchasing quality Materials at lower cost, # improving Manufacturing processes within the validated parameters for the Drug Substance, # streamlining organizational processes, and # reducing cycle times and lead times. The Parties shall meet at least once per Calendar Year during the Term to discuss and agree on # objectives for a continuous improvement program, including cost improvements that may be obtained in respect of the matters described above (“Continuous Improvement Program”) and # the means of measuring and implementing the results of the Continuous Improvement Program. Progress against objectives shall be measured quarterly. [[Bachem CH:Organization]] shall use all reasonable endeavors to achieve the agreed objectives and targets identified for the relevant period. The up front costs for any such agreed upon development improvements shall be apportioned between the Parties by mutual agreement. The net benefits of cost reductions and improved efficiencies shall be shared equally by the Parties, including as reductions to the Supply Price under this Agreement. In such case, the Parties shall reasonably discuss and agree on the amount of such reductions to the Supply Price.

#[[Organization A:Organization]] will use commercially reasonable efforts to ensure continuous improvements of the processing performance for the Product at the Manufacturing Site in order to ensure efficient production, thereby generating potential savings that could be shared equally with Client through a reduction in the Price (“Continuous Improvements”). Client may assist [[Organization A:Organization]] in its activities to generate and develop efficiency improvement and cost reduction ideas, new concepts and measures for implementation at the Manufacturing Site. This assistance may include audits, evaluation of joint engineering practices, new technologies and/or new manufacturing and supply chain management methods. [[Organization A:Organization]] will use commercially reasonable efforts to make available sufficient resources to generate, develop and implement the Continuous Improvements. Client will reimburse [[Organization A:Organization]] the reasonable costs incurred by [[Organization A:Organization]] in carrying out the requested activities if the activities were pre-approved by Client in writing. The parties will form a Continuous Improvement Team (the “Continuous Improvement Team”) with members of both parties which will regularly meet and discuss continuous improvement matters. The parties agree that Client Licensees may participate in the Continuous Improvement Team. The parties will conduct an annual Continuous Improvement Team Meeting where # [[Organization A:Organization]] will inform Client about its annual continuous improvement and best practices goals and strategies in terms of potential savings and any potential reduction in the Price, and # the parties will agree on the allocation of costs required in implementing any Continuous Improvement efforts, in accordance with [Section 4.2(d)].

Continuous Employment. For purposes of this Agreement, the Grantee’s employment with the Company or Subsidiary will be deemed to have ceased as of the last day worked. In the case of a Grantee having received short term disability benefits, employment will be deemed to have ceased on the last day for which such short term benefits are paid, unless the Grantee immediately returns to active employment. For the purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidiary will not be deemed to have been interrupted, and the Grantee will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i)

Continuous Improvement. Supplier shall diligently and continuously improve the performance and delivery of the Services by Supplier and the elements of the policies, processes, procedures and systems that are used by Supplier to perform and deliver the Services, subject to the approval of Customer.

Improvement Allowance/Improvement Work. The sum of the Turnkey Improvement Allowance and the Tenant’s Work Allowance, each as defined in Exhibit D.

Continuous Service. Upon receipt of a notice of termination from a BFA Recipient for all or part of the Services by reason of the appointment of a conservator or receiver for Provider in accordance with 12 U.S.C. §1821(c) or similar and successor provisions, Provider will take such actions as may be reasonably necessary to provide continuous service to the BFA Recipients and will take such other actions as the Parties may agree from time to time.

Continuous Employment. To be eligible for payment, Participants must be actively employed by the Company through the end of the fiscal year, and through the date on which Plan awards are paid, except as might otherwise be provided in Corporate IC Terms. Appointments will end automatically for Participants who do not satisfy these conditions and no Plan awards will be earned or due. The Company considers approved leaves of absence to be active employment, provided they do not exceed the amount of leave to which a Participant is entitled under applicable Company policies, and under disability, family and medical leave laws. For approved leaves that exceed such limits, payment of Plan awards, if any, is subject to CEO, Committee, and Board discretion, as applicable.

“[[Cellectis:Organization]] Indemnified Party” is defined in Section 10.2.

CCX will use commercially reasonable efforts to ensure continuous improvements of the processing performance for the Bulk Drug Product at the Manufacturing Site in order to ensure efficient production, thereby generating potential savings that could be shared equally with VF through a reduction in the Transfer Price (“Continuous Improvements”). VF may assist CCX in its activities to generate and develop efficiency improvement and cost reduction ideas, new concepts and measures for implementation at the Manufacturing Site. This assistance may include audits, evaluation of joint engineering practices, new technologies and/or new manufacturing and supply chain management methods. CCX will use commercially reasonable efforts to make available sufficient resources to generate, develop and implement the Continuous Improvements. VF will reimburse CCX the reasonable costs incurred by CCX in carrying out the requested activities if the activities were pre-approved by VF in writing. The Joint Manufacturing Sub-committee (“JMC”) as regulated in the License Agreement will regularly meet and discuss continuous improvement matters. The Parties agree that any of VF’s sub-licensees may participate in the JMC. The Parties will conduct an annual JCM meeting where # CCX will inform VF about its annual continuous improvement and best practices goals and strategies in terms of potential savings and any potential reduction in the Transfer Price, and # The Parties will agree on the allocation of costs required in implementing any Continuous Improvement efforts.

“Continuous Improvement Team” has the meaning specified in [Section 2.3(a)];