IRS Issues. As required by law, the Company will issue the appropriate IRS Form(s) W-2 or 1099 at the appropriate time(s). Notwithstanding the foregoing, the Company makes no representations or warranties regarding any tax issues for any payment provided for in this Amendment, and Employee acknowledges that she has not relied upon any advice from the Company concerning this tax liability, if any, for the amounts to be paid in this Amendment. Employee also acknowledges that she is responsible for any and all tax liability or consequences which may be assessed arising from the payment and characterization of these proceeds, and Employee agrees to and does hereby indemnify and hold the Company harmless against any and all tax liability, interest, and/or penalties.

Tax Issues. The parties agree that the payments and benefits provided under this Agreement, and all other contracts, arrangements or programs that apply to him/her, shall be subject to [Section 16] of the Employment Agreement.

IRS Issues. As required by law, the Company will issue the appropriate IRS Form(s) W-2 or 1099 at the appropriate time(s). Notwithstanding the foregoing, the Company makes no representations or warranties regarding any tax issues for any payment provided for in this Agreement, and Employee acknowledges that she has not relied upon any advice from the Company concerning this tax liability, if any, for the amounts to be paid in this Agreement. Employee also acknowledges that she is responsible for any and all tax liability or consequences which may be assessed arising from the payment and characterization of these proceeds.

If any ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower or any other Grantor (or any trustee, receiver, interim receiver, monitor or similar Person therefor), because the payment of such amount was declared to be fraudulent, preferential or transaction at undervalue in any respect or for any other reason, any amount (an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then as among the parties hereto the ABL Obligations shall be deemed to be reinstated to the extent of such ABL Recovery and to be outstanding as if such payment had not occurred, and the ABL Secured Parties shall be entitled, to the extent they are entitled hereunder, to a Discharge of ABL Obligations with respect to all such recovered amounts and shall have all rights hereunder until such time. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto.

Safety Issues. The Parties will enter into a pharmacovigilance agreement (“Pharmacovigilance Agreement”), at a mutually agreed date, at least ​ days prior to ​. The Pharmacovigilance Agreement will govern the procedure for the mutual exchange of safety information within appropriate timeframes and in an appropriate format to enable the Parties to comply with any local and international regulatory reporting obligations and to facilitate appropriate safety reviews.

Tax Issues. Consultant acknowledges that the Bank has not provided any advice regarding the taxation or tax reporting of payments made pursuant to this Agreement.

PMDA Issues. Both Parties confirm that there are pending inquiries, questions and requests ​ and such pending inquiries, questions, requests and issues are set forth in Exhibit E. Each Party shall use Commercially Reasonable Efforts to respond to, and address such inquiries, questions, and requests within the time period set forth in Exhibit E.

In the event of a breach or default # under the Second Lien Intercreditor Agreement by any party thereto (other than the Administrative Agent) or # by any holder of Subordinated Indebtedness, of such subordination provisions, in each case, which circumstance is capable of being cured or mitigated by action or inaction by any of the Loan Parties, the Loan Parties shall take any practicable action or refrain from taking action available to it to cure or mitigate such breach or default.

Bonus Issues. If there is a bonus issue to the holders of CDIs, the number of CDIs representing shares of Common Stock over which the Warrant is exercisable will be increased by the number of CDIs which the Holder would have received if it had exercised the Warrant before the record date for the bonus issue.

Pre-Existing Issues. Notwithstanding anything to the contrary herein or in the General Terms, Tenant shall not be liable for any non-compliance with any Environmental Requirements or any other environmental issue which existed in the Land, Factory and/or Premises before the Commencement Date and was not caused by Tenant.