Each Borrower, its Subsidiaries and their respective officers and employees and their directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions. No Borrower, nor any of its Subsidiaries nor any of their respective directors, officers or employees is a Sanctioned Person. Each Borrower and each of its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and all applicable Sanctions.

Additionally, enclosed is a booklet referencing the Responsibilities of Corporate Officers and Directors.

2.16Brokers. Neither the Company nor any of its officers, directors, employees or stockholders

Section 145 of the General Corporation Law of the State of Delaware (“[Section 145]”), which sets forth certain provisions relating to the mandatory and permissive indemnification of officers and directors (among others) of a Delaware corporation by such corporation, specifically empowers the Company to indemnify by agreement its directors, officers, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of the Company or other corporations or enterprises, and expressly provides that indemnification provided by such agreement shall not be exclusive of other rights to which those indemnified thereunder may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, and, thus, does not by itself limit the extent to which the Company may indemnify persons serving as its officers and directors (among others);

RESOLVED, that the execution of the Shelf Registration Statement and any of the amendments and supplements thereto by the Authorized Officers and directors of the Corporation either personally or by any of the Authorized Officers acting as attorney-in-fact and duly authorized agent for such directors pursuant to a power or powers of attorney executed by the directors, is specifically authorized; and be it further

Officer & Director Appointments. On or before the Closing Date, the Company shall cause the appointment of the individuals set for on [Schedule 1.03] to be the directors and officers of the Company and the concurrent resignation of the directors and officers of the Company as set forth on [Schedule 1.03].

disclosures to an Affiliate of such Member, and such Affiliate’s directors, officers, employees, agents and advisors, if such Affiliate, directors, officers, employees, agents and advisors are informed of the confidential nature of the Confidential Information and instructed to comply with Section 3.08(a) hereof with respect to such Confidential Information;

#​ shall purchase a six-year extended reporting period endorsement (“reporting tail coverage”) under the ​’s existing directors’ and officers’ liability insurance coverage, provided that such reporting tail coverage shall extend the director and officer liability coverage in force as of the date of this Agreement from the Closing Date on terms, that in all material respects, are no less favorable to the intended beneficiaries thereof than the existing directors’ and officers’ liability insurance. ​ shall maintain for a six-year period all director and officer indemnities in the Organizational Documents of the ​, and shall extend such indemnities to the individuals serving as directors or officers of the ​ immediately before the Closing, even though the individuals serving in such capacities may no longer be directors or officers after the Closing.

Disputes; Resolution by Executive Officers. The Parties recognize that disputes as to certain matters may from time to time arise during the Term that relate to decisions to be made by the Parties herein or to the Parties’ respective rights and/or obligations hereunder. Subject to [Section 2.2.4] and [Section 14.5.2], any disputes, controversies or claims that may arise between the Parties out of or in relation to or in connection with this Agreement shall be promptly presented to the Alliance Managers for resolution. If the Alliance Managers are unable to resolve such dispute within ​ Business Days after a matter has been presented to them, then upon the request of either Party by written notice, the Parties agree to meet and discuss in good faith a possible resolution thereof, which good faith efforts shall include at least one in-person meeting between the Executive Officers of each Party within ​ Business Days after receipt by the other Party of such written notice. If any such matter, other than a matter within the final decision-making authority of Regeneron, is not resolved within ​ Business Days following presentation to the Executive Officers, then either Party may invoke the provisions of [Section 14.5.2].

“Agent-Related Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.