Exclusion. Tenant represents and warrants to Management Company, to the best of Tenant’s knowledge, that neither Tenant nor any of its owners, officers, directors, managers, or employees are excluded from participation in any federal health care programs, as defined under 42 U.S.C. 1320a-7b(f), or any form of state Medicaid program (each, an “Exclusion”), and to Tenant’s knowledge, there are no pending or threatened governmental investigations that may lead to such Exclusion. Tenant agrees to notify Management Company of the commencement of any such Exclusion or investigation within seven (7) Business Days of Tenant’s first learning of it. Management Company shall have the right to terminate this Agreement upon learning of any investigation which may result, with reasonably probability, in Tenant’s Exclusion, after giving Tenant not less than sixty (60) days prior written notice of such election. Tenant agrees to notify Management Company of the status of any such investigation. In the event of Tenant’s Exclusion, Management Company shall have the right to terminate this Agreement effective as of the earlier to occur of the following: # sixty (60) days after notice from Management Company of such termination; or # the date on which Tenant shall enter into an agreement with a replacement Management Company. In the event Management Company shall give notice to Tenant following Tenant’s Exclusion under this Section 6.1(d), Tenant agrees to use its best efforts in good faith to enter into an agreement with a replacement Management Company as soon as possible following Management Company’s notice. Tenant agrees to indemnify Management Company and save it harmless from any penalty, loss, cost or damage Management Company may incur as a result of Tenant’s Exclusion.

Exclusion. For the avoidance of doubt, [[Agenus:Organization]] does not grant to Gilead pursuant to this Agreement any license under or rights to any intellectual property rights Controlled by [[Agenus:Organization]] or its Affiliates for the purposes of Developing, Manufacturing, or Commercializing any product that ​.

Exclusion. None of the Loan Parties, nor any owner, officer, director, partner, agent, managing employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. § 420.201) in any Loan Party, nor any Licensed Personnel of any Loan Party # is (or, to the knowledge of such Loan Party, has been threatened to be) # “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation relating to debarment and suspension applicable to federal government agencies generally (42 C.F.R. Subpart 9.4), or other applicable laws or regulations, or # debarred, disqualified, suspended or excluded from participation in any Federal Health Care Program or listed on the General Services Administration list of excluded parties, or # is a party to any other action by any Governmental Authority that may prohibit it from selling products or providing services to any governmental or other purchaser pursuant to any Health Care Laws.

Exclusion. Management Company represents and warrants to Tenant that, to the best of its knowledge, neither Management Company nor any of its owners, officers, directors, managers, or employees have incurred an Exclusion, and to Management Company’s knowledge, there are no pending or threatened governmental investigations that may lead to such Exclusion. Management Company agrees to notify Tenant of the commencement of any such Exclusion or investigation within seven (7) business days of Management Company’s first learning of it. Tenant shall have the right to terminate this Agreement upon learning of any such investigation which may result, with reasonable probability, in Management Company’s Exclusion, after giving Management Company not less than sixty (60) days prior written notice of such election. Management Company agrees to notify Tenant of the status of any such investigation. In the event of Management Company’s Exclusion, Tenant shall have the right to terminate this Agreement effective as of the earlier to occur of the following: # sixty (60) days after notice from Tenant of such termination; or # the date on which Tenant shall enter into an agreement with a replacement Management Company. In the event Tenant shall give notice to Management Company following Management Company’s Exclusion under this Section 6.2(f), Tenant agrees to use its best efforts in good faith to enter into an agreement with a replacement Management Company as soon as possible following Tenant’s notice. Management Company agrees to indemnify Tenant and save it harmless from any penalty, loss, cost or damage Tenant may incur as a result of Management Company’s Exclusion.

Exclusion. None of the Credit Parties or their Subsidiaries, or any officer, director, or employee of any Credit Party or its Subsidiaries, or, to the Knowledge of the Credit Parties, any agent acting on behalf of the applicable Credit Party or its Subsidiaries, has been, or, to the Knowledge of the applicable Credit Party, has been threatened to be: # excluded from any Governmental Payor Program pursuant to 42 U.S.C. § 1320a-7 and related regulations, # debarred, disqualified, suspended or excluded from participation in Medicare, Medicaid or any other federal health care program (as such term is defined in 42 USC § 1320a-7b(f)); # listed as an excluded party on the United States System for Award Management; or # made a party to any other Adverse Proceeding by any Governmental Authority to prohibit the applicable Credit Party or Subsidiary from selling products or providing services to any Governmental Authority or other purchaser pursuant to any Health Care Laws; (h) HIPAA. Except as has not resulted or could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; # each Credit Party and each of its Subsidiaries is in compliance with all applicable foreign, federal, state and local laws and regulations, and the publicly available privacy and security policies (if any) of each Credit Party and each of its Subsidiaries, regarding the privacy and security of health information, personally identifiable information, and electronic transactions, including HIPAA, and the provisions of all business associate agreements (as such term is defined by HIPAA) to which it is a party; # each Credit Party and each of its Subsidiaries has not collected or used any personally identifiable information from any third parties; # each Credit Party and each of its Subsidiaries has privacy and security measures in place to protect information relating to its customers under its and their service providers’ possession or control from unauthorized access; # the hardware, software, encryption, systems, policies and procedures of each Credit Party and each of its Subsidiaries (and their service providers) are sufficient to protect the security and confidentiality of all such information; and # no Credit Party or its Subsidiaries (or any of their service providers) has suffered any breach in security that has permitted any unauthorized access to such information;

Exclusion. No Loan Party nor any of its Subsidiaries, nor, to the knowledge of the Loan Parties, any Managed Entity, Licensed Providers or owner, officer, director, managing employee or person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. § 420.201) in a Loan Party, Subsidiary or Managed Entity, is # excluded from any Governmental Payor Program, # “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (42 C.F.R. Subpart 9.4), # debarred, disqualified, suspended or excluded from participation in any Third Party Payor Program or is listed on the General Services Administration list of excluded parties, nor, to the knowledge of the Loan Parties, is any such debarment, disqualification, suspension or exclusion threatened or pending, or # made a party to any other action by any Governmental Authority that may prohibit it from selling products or providing services to any governmental or other purchaser pursuant to any federal, state or local laws or regulations.

Exclusion. Such obligation of confidentiality shall not apply to information (including any Patent Rights or Licensed Technology) which the Receiving Party can demonstrate through competent evidence: # was at the time of disclosure in the public domain; # has come into the public domain after disclosure through no breach of this Agreement or the Co-Development Agreement by the Receiving Party; # was known to the Receiving Party prior to disclosure thereof by the Disclosing Party; # was lawfully disclosed to the Receiving Party by a Third Party which was not under an obligation of confidence to the Disclosing Party with respect thereto; # was disclosed pursuant to Section 17.3; or # was approved for public release by prior written permission of the Disclosing Party.

Exclusion. Notwithstanding any other term or provision of this Amendment, Executive may provide his personal services to ​ and retain all amounts paid to Executive by ​ for his personal services; provided that Executive does not use any property or personnel of Company in connection with his services to ​, with the exceptions of Company owned laptop used by Executive, and any buyer databases used by Company so long as such use does not create a cost or liability for Company or Parent. In providing services to ​, Executive may use any independent contractors currently used by Company.

Exclusion. Notwithstanding anything to the contrary in this Agreement, Betta is not granted a license under the Licensed IP or any other intellectual property rights Controlled by [[Agenus:Organization]] to Exploit any ​.

Exclusion. Neither any Credit Party ​ any Subsidiary or any officer, Affiliate or employee having authority to act on behalf of any Credit Party or any Subsidiary, is or, to the Knowledge of Borrower, has been threatened in writing to be: # excluded from any Governmental Payor Program pursuant to 42 U.S.C. § 1320a-7b and related regulations; # “suspended” or “debarred” from selling any products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation relating to debarment and suspension applicable to federal government agencies generally (42 C.F.R. Subpart 9.4), or other U.S. Requirements of Law; # debarred, disqualified, suspended or excluded from participation in Medicare, Medicaid or any other Governmental Payor Program or is listed on the General Services Administration list of excluded parties; or # a party to any other action or proceeding by any Governmental Authority that would prohibit the applicable Credit Party or Subsidiary from distributing or selling the Product in the Territory or providing any services to any governmental or other purchaser pursuant to any Health Care Laws.