Standards of Conduct; Noncompetition. You agree not to engage in any conduct during the Consulting Period that is detrimental to the interests of the Company. You further agree during the Consulting Period that you will not, directly or indirectly, as an officer, director, employee, consultant, owner, manager, member, partner, or in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services in the United States, nor will you assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services in the United States. You and the Company agree that for purposes of this Agreement, “Conflicting Services” means any product, service, or process or the research and development thereof, of any person or organization other than the Company that is substantially similar to or competitive with a product, service, or process, including the research and development thereof, of the Company. Notwithstanding the above, you will not be deemed to be engaged directly or indirectly in any Conflicting Services if you participate in any such business solely as a passive investor in up to one percent (1%) of the equity securities of a company or partnership, the securities of which are publicly traded.

Standards of Conduct; Noncompetition. You agree not to engage in any conduct during the Consulting Period that is detrimental to the interests of the Company. You further agree during the Consulting Period that you will not, directly or indirectly, as an officer, director, employee, consultant, owner, manager, member, partner, or in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services in the United States, nor will you assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services in the United States. You and the Company agree that for purposes of this Agreement, “Conflicting Services” means any product, service, or process or the research and development thereof, of any person or organization other than the Company that is substantially similar to or competitive with a product, service, or process, including the research and development thereof, of the Company. Notwithstanding the above, you will not be deemed to be engaged directly or indirectly in any Conflicting Services if you participate in any such business solely as a passive investor in up to one percent (1%) of the equity securities of a company or partnership, the securities of which are publicly traded.

Standards of Conduct; Noncompetition. You agree not to engage in any conduct during the Consulting Period that is detrimental to the interests of the Company. You further agree during the Consulting Period that you will not, directly or indirectly, as an officer, director, employee, consultant, owner, manager, member, partner, or in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services in the United States, nor will you assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services in the United States. You and the Company agree that for purposes of this Agreement, “Conflicting Services” means any product, service, or process or the research and development thereof, of any person or organization other than the Company that is substantially similar to or competitive with a product, service, or process, including the research and development thereof, of the Company. Notwithstanding the above, you will not be deemed to be engaged directly or indirectly in any Conflicting Services if you participate in any such business solely as a passive investor in up to one percent (1%) of the equity securities of a company or partnership, the securities of which are publicly traded.

Standards of Conduct; Development Records. Acadia and Stoke shall perform, and each shall ensure that their Affiliates and licensees and permitted sublicensees (as applicable), and subcontractors perform, all Development activities under the [[Unknown Identifier]] Co-Development Plan in a good scientific manner, in accordance with GMP and GCP, as applicable, and in compliance with Applicable Laws. Each Party and its Affiliates shall maintain written or electronic records, in sufficient detail, in a good scientific manner (in accordance with GLP, GCP, and GMP, as applicable), and appropriate for regulatory and patent purposes, and that are complete and accurate in all material respects and reflect all Development work performed and results achieved, in each case, by or on behalf of such Party and its Affiliates under this Agreement.

Each Director (other than the Independent Director) will be deemed to be acting at all times solely as the representative of the entity designating such Director, and, except as expressly required under the Act or this Agreement, no such Director will be deemed to have any fiduciary or other duties or obligations to the Company or to the Member other than the entity designating such Director. The foregoing provision shall not relieve any Director from its duty to act in good faith.

Conclusive Presumption Regarding Standards of Conduct. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, as defined by California law, for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards # by the Board of Directors by a majority vote of a quorum thereof consisting of directors who were not parties to the Proceeding due to which a claim is made under this Agreement, # by the shareholder of the Company by majority vote of a quorum of the Board of Directors thereof, # if a quorum of the Board of Directors under Paragraph 5(i) is not available, in a written opinion of independent legal counsel, selection of whom has been approved by the Indemnitee in writing, or # by the court in which the Proceeding is or was pending upon application made by the Company, Indemnitee, attorney or other person rendering services in connection with the defense of such Proceeding.

Standards. In connection with Contractor’s license to use of the American Facilities, Contractor shall:

Standards. The Licensee acknowledges that CKI is a wholly owned subsidiary of PVH Corp. (“PVH”). The Licensee acknowledges that it has received copies of, read and understands PVH’s publication “A Shared Commitment – Requirements for Suppliers, Contractors, Business Partners” and PVH’s “Statement of Corporate Responsibility” (attached as [Exhibit 6.15].1). The Licensee shall conduct its business in compliance with the moral, ethical and legal standards set forth in such publications, as the same may from time to time be revised by PVH upon reasonable notice to the Licensee (as well as other CKI licensees) (and guidelines and standard operating procedures as promulgated to other CKI licensees and other parties by PVH upon reasonable notice to the Licensee) (the “Standards”) and shall cause all manufacturers and contractors which manufacture Licensed Products (or if at all applicable to goods permitted and approved by CKI to be produced, and gifted as GWP’s under this Agreement, both as to the suppliers thereof and the facilities producing such goods if any “GWP’s) or from whom the Licensee obtains Licensed Products or GWP’s or materials for the manufacture of Licensed Products or GWP’s to abide by the Standards, provided that nothing in this §6.15 shall apply to unaffiliated suppliers or facilities which supply less than ​ of completed Licensed Products (whether determined by costs, value, or selling price). Licensee will meet with PVH’s personnel promptly following execution (in person or via video conference) in order to review, understand and diligently pursue procedures and requirements under this §6.15. Thereafter, from time to time at PVH’s (or CKI’s) request, Licensee will meet or have a conference call with PVH to discuss the Standards, and the status of Licensee’s compliance with the Standards and other obligations under this §6.15 including without limitation any corrective actions Licensee is taking to bring Licensee into compliance if applicable. Furthermore, Licensee will use commercially reasonable best efforts to ensure that all such manufacturers and contractors and if and as applicable, distributors or other authorized sublicensees, abide by PVH’s confidentiality and security policies and procedures for CKI’s (and PVH’s) data as referenced in §11.18, and to evidence the same, on reasonable request of CKI (or PVH).

Standards. Licensee acknowledges that it has received, read and understands PVH’s publications “A Shared Commitment - Requirements for Our Business Partners” and “Statement of Corporate Responsibility” attached hereto as [Exhibit F]. Licensee shall conduct its business in compliance with the moral, ethical and legal standards set forth in such publication, as the same may from time to time be revised by PVH upon reasonable notice to Licensee (the “Standards”) and shall not do business with any entity in connection with this Agreement, if Licensee knows or should reasonably know that such entity does not comply with the Standards; it being acknowledged and agree`d that THL shall require its other licensees to abide by such limitations after the Effective Date on a non-discriminatory basis.

Standards. The Nektar Compounds and Products shall be Manufactured in accordance with Applicable Law (including GMP) and, to the extent that Nektar is the Manufacturing Party, shall be of similar quality to Nektar Assets and Products used by Nektar for its other clinical trials of Nektar Assets and Products. The Manufacturing Party shall deliver to the non-Manufacturing Party certificates of analysis, and any other documents specified in the applicable Quality Agreement, including such documentation as is necessary to allow the non-Manufacturing Party to compare the applicable Nektar Asset or Product certificate of analysis to the applicable Nektar Assets or Product specifications.