Financial Responsibility. The Service Provider will pay for all personnel expenses, including wages, of its employees performing the Management Services.

Upon [[Bank of America:Organization]]’s request, [[Organization A:Organization]] shall promptly furnish its financial statements as prepared by or for [[Organization A:Organization]] in the ordinary course of its business. If [[Organization A:Organization]] is subject to laws and regulations of the U.S. Securities & Exchange Commission (SEC), the financial reporting and notification requirements contained herein shall be limited to all information that can be provided and in accordance with timelines which are legally permitted. Financial information provided hereunder shall be used by [[Bank of America:Organization]] solely for the purpose of determining [[Organization A:Organization]]’s ability to perform its obligations under this Agreement. To the extent any such financial information ls not otherwise publicly available, it shall be deemed Confidential Information (as defined in Section 27.1) of [[Organization A:Organization]]. If [[Bank of America:Organization]]’s review of financial statements causes [[Bank of America:Organization]] to question [[Organization A:Organization]]’s ability to perform its duties hereunder, [[Bank of America:Organization]] may request, and [[Organization A:Organization]] shall provide to [[Bank of America:Organization]], reasonable assurances of [[Organization A:Organization]]’s ability to perform its duties hereunder. Failure by [[Organization A:Organization]] to provide such reasonable assurances to [[Bank of America:Organization]] shall be deemed a material breach of this Agreement. Furthermore, [[Organization A:Organization]] shall notify [[Bank of America:Organization]] immediately In the event there is a change of control or material adverse change in [[Organization A:Organization]]’s business or financial condition.

Responsibility. Subject to Section 9.8(a), Unum has the sole responsibility for the Manufacture of ACTR T-cells in the Territory. Unum will use commercially reasonable efforts to invest in and develop sufficient manufacturing capacity to meet a binding rolling forecast for production of ACTR T-cells set by a process to be agreed by the Parties in a manner that is reasonably cost efficient and reasonably competitive with Third Party comparable cell processing services.

Responsibility. Subject to [Section 9.8(b), SGI] has the sole responsibility for the Manufacture of SGI Antibodies in the Territory.

RESPONSIBILITY. In all events, neither LESSOR nor OWNER shall be liable to anyone for, nor shall LESSEE’S obligations under this lease be reduced because of loss, injury, or damage caused in any way by the use, leakage, Incursion, discharge, seepage, flooding, or escape of water or sewage in any form or from any source, or by the interruption or cessation of any service rendered customarily to the premises or building or agreed to by the terms of this lease, by any accident, the making of repairs, alterations or improvements, labor difficulties, weather conditions, mechanical breakdowns, trouble or scarcity in obtaining fuel, electricity, service, or supplies from the sources from which they are usually obtained, or by any change in any utility or service provider, or by any cause beyond LESSOR’S immediate control. Except as otherwise provided for in this lease, neither LESSOR nor OWNER nor LESSEE shall be liable for any special, incidental, indirect, or consequential damages, including but not limited to lost profits or loss of business, arising out of or in any manner connected with performance or nonperformance under this lease, even if any party has knowledge of the possibility of such damages.

Responsibility. After the Effective Date, Allena shall be responsible for the Development and Commercialization of Product Candidates and Licensed Products, including responsibility for preparing, filing and maintaining all Regulatory Documentation and Regulatory Approvals that are required for the Development or Commercialization of Product Candidates and Licensed Products in the Field in the Territory and Allena shall otherwise be responsible for and have sole authority as to all interactions with Regulatory Authorities in the Territory with respect to the foregoing.

Responsibility. Subject and pursuant to the terms of this Agreement, Allergan shall have the sole right and responsibility, at its sole expense, to Develop the Licensed Products and, without limiting the generality of the foregoing, to # file all Drug Approval Applications or BLAs and make all other filings with the Regulatory Authorities, and to otherwise seek all Regulatory Approvals for Licensed Products, in the Territory, as well as to conduct all correspondence and communications with Regulatory Authorities regarding such matters and # report all adverse events to Regulatory Authorities if and to the extent required by Applicable Law.

Company Responsibility. The obligation imposed by this Agreement on ICV shall likewise apply to Company with respect to any information identified by ICV as "Confidential Information" with regard to the business or internal affairs or other interests of ICV.

Assumption of Responsibility. Golden Royal hereby assumes responsibility for prompt payment of all fees, rents, taxes and any other financial liabilities as may accrue to Roth by reason of his record ownership of the Interest.

Responsibility for Taxes. Except to the extent prohibited by law, the Optionee acknowledges that, regardless of any action the Company or, if different, the Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee or deemed by the Company or the Employer in their discretion to be an appropriate charge to the Optionee even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Optionee further acknowledges that the Company and/or the Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including the grant, vesting or exercise of the Options, the subsequent sale of shares of Stock acquired as a result of such exercise and the receipt of any dividends; and # do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.