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;

Subject to the provisions of the Certificate of Incorporation, the officers of the Corporation shall be chosen by the Board of Directors and shall be the Chief Executive Officer, the President, a Corporate Secretary and a Treasurer. The Board of Directors shall designate one independent director to serve as lead independent director (the “Lead Independent Director”). The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director), and, subject to the provisions of the Certificate of Incorporation, one or more Vice Presidents, Assistant Corporate Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

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].

attract and retain qualified directors, officers, employees and consultants of the Company and its Affiliates,

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