Good Faith. Except # for matters for which there is a standard of consent or discretion specifically set forth in this Lease; # matters that could have an adverse effect on the Building Structure or the Building Systems, or that could affect the exterior appearance of the Building, or # matters covered by Article 4 (Additional Rent), or Article 19 (Defaults; Remedies) (collectively, the “Excepted Matters”), any time the consent of Landlord or Tenant is required, such consent shall not be unreasonably withheld or delayed, and, except with regard to the Excepted Matters, whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish rules and regulations or make an allocation or other determination, Landlord and Tenant shall act reasonably and in good faith.

Good Faith. The rights granted to Tenant by this Article are granted in consideration of Tenant’s express covenant, which Tenant hereby makes, that all pertinent allocations which are made by Tenant between the rental value of the Leased Premises and the value of any of Tenant’s personal property which may be conveyed or leased (or services provided) generally concurrently with and which may reasonably be considered a part of the same transaction as the permitted assignment or subletting shall be made fairly, honestly and in good faith. If Tenant shall breach this covenant, Landlord may immediately declare Tenant to be in default under the terms of this Lease and terminate this Lease and/or exercise any other rights and remedies Landlord would have under the terms of this Lease in the case of a material default by Tenant under this Lease.

Good Faith. Except # for matters for which there is a standard of consent or discretion specifically set forth in this Lease; # matters which could have an adverse effect on the Building Structure or the Building Systems, or which could affect the exterior appearance of the Building, or # matters covered by Article 4(Additional Rent), or Article 19 (Defaults; Remedies) of this Lease (collectively, the "Excepted Matters"), any time the consent of Landlord or Tenant is required, such consent shall not be unreasonably withheld or delayed, and, except with regard to the Excepted Matters, whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish rules and regulations or make an allocation or other determination, Landlord and Tenant shall act reasonably and in good faith.

Good Faith. Except # for matters for which there is a standard of consent or discretion specifically set forth in this Lease; # matters which could have an adverse effect on the Building structure or the Building Systems, or which could affect the exterior appearance of the Building, or # matters covered by Article 4 (Additional Rent), or Article 19 (Defaults; Remedies) of this Lease (collectively, the “Excepted Matters”), any time the consent of Landlord or Tenant is required, such consent shall not be unreasonably withheld or delayed, and, except with regard to the Excepted Matters, whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish rules and regulations or make an allocation or other determination, Landlord and Tenant shall act reasonably and in good faith.

Good Faith Deposit. An amount of $50,000.00 has been received by Collateral Agent as a good faith deposit from Borrower on or about December 10, 2021, which amount shall be applied towards the Lenders’ Expenses due under Section 2.5(e) that have been incurred through the Effective Date and the balance, if any, shall be applied towards the Facility Fee due under [Section 2.5(b)] on the Effective Date. For the purposes of clarity, Borrower shall be responsible for the entire amount of the Lenders’ Expenses payable under Section 2.5(e) and the entire amount of the Facility Fee payable under [Section 2.5(b)]; (b) Facility Fee. A non-refundable facility fee of Six Hundred Twenty Five Thousand Dollars ($625,000.00) to be shared between the Lenders pursuant to their respective Commitment Percentages payable as follows: # Twenty Five Thousand Dollars ($25,000.00) of the facility fee shall be fully earned, due and payable on the Effective Date, # Seventy Five Thousand Dollars ($75,000.00) of the facility fee shall be fully earned, due and payable on the Funding Date of the Term B Loan, # Two Hundred Seventy Five Thousand Dollars ($275,000.00) (or Three Hundred Fifty Thousand Dollars ($350,000) if the Term B Loans have not been made on or prior to June 30, 2022 and the Funding Date of the Term C Loans is after June 30, 2022) of the facility fee shall be fully earned, due and payable on the Funding Date of the Term C Loan and # the remaining Two Hundred Fifty Thousand Dollars ($250,000.00) of the facility fee shall be fully earned, due and payable on the Funding Date of the Term D Loan (it being agreed and understood that the funding of the Term D Loans, upon request of Borrower, is at the sole discretion of Lenders);

Good Faith. Except # for matters for which there is a standard of consent or discretion specifically set forth in this Lease; # matters which could have an adverse effect on the Building Structure or the Building Systems, or which could affect the exterior appearance of the Building, or # matters covered by Article 4 (Additional Rent), or Article 19 (Defaults; Remedies) of this Lease (collectively, the "Excepted Matters"), any time the consent of Landlord or Tenant is required, such consent shall not be unreasonably withheld or delayed, and, except with regard to the Excepted Matters, whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish rules and regulations or make an allocation or other determination, Landlord and Tenant shall act reasonably and in good faith.

The Members of the JSC shall act in good faith to cooperate with one another and seek agreement with respect to issues to be decided by the JSC. The Parties shall endeavor to make decisions by consensus.

Good Faith. In conducting themselves on the China Committee, and in exercising their rights under this Section 2.2, all representatives of both Parties shall consider diligently, reasonably and in good faith all input received from the other Party, and shall use reasonable efforts to reach consensus on all matters before them.

Good Faith. In conducting themselves on the JSC (or any subcommittee established by it), and in exercising their rights under this [Section 2.3], all representatives of both Parties will consider diligently, reasonably and in good faith all input received from the other Party, and will use reasonable efforts to reach unanimous agreement on all matters before them. In exercising any decision-making authority granted to it under this [Section 2.3], each Party will act based on its good faith judgment and in accordance with the requirements of this Agreement, including taking into consideration its obligations to use Commercially Reasonable Efforts with respect to Development or Commercialization activities. Further, if the Development or Commercialization of the Licensed Products by or on behalf of the Parties in their respective Territories would adversely affect the Development or Commercialization of the Licensed Products in the other Party’s Territory, the Parties will discuss in good faith how to resolve such situation.

Good Faith. Except # for matters for which there is a standard of consent or discretion specifically set forth in this Lease; # matters that could have an adverse effect on the Building Structure or the Building Systems, or that could affect the exterior appearance of the Building, or # matters covered by Article 4 (Additional Rent), or Article 19 (Defaults; Remedies) (collectively, the “Excepted Matters”), any time the consent of Landlord or Tenant is required, such consent shall not be unreasonably withheld or delayed, and, except with regard to the Excepted Matters, whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish rules and regulations or make an allocation or other determination, Landlord and Tenant shall act reasonably and in good faith.