GROUP HEALTH CONTINUATION. If the Executive timely and properly elects to continue coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under a group health plan of the Company for himself and/or his family, if applicable, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives (“Group Health Continuation”). Such reimbursement shall be paid to the Executive on the 15th of the month immediately following the month in which the Executive timely remits the premium payment; provided that the Executive shall only be eligible to receive such reimbursement for Group Health Continuation until the earliest of: # the end of the Transition Period; or # the date on which the Executive becomes eligible to receive substantially similar coverage from another source. Notwithstanding the foregoing, if the Company’s making the reimbursement for Group Health Continuation would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5(c) in a manner as is necessary to comply with the ACA.

. Borrowers agree to pay any and all Lender Group Expenses on the earlier of # the first day of each month or # the date on which demand therefor is made by Agent and agrees that its obligations contained in this Section 17.10 shall survive payment or satisfaction in full of all other Obligations.

(vi) ​ Lender Group:​

The “Peer Group” shall consist of the following companies:

Financial Working Group. Within thirty (30) days following the Effective Date, the Parties will establish a financial working group subcommittee (“Financial Working Group”) which shall work with # the JDCs responsible for the WRN Program, the WRN Development Program and [[Unknown Identifier]] Development Program, # the JCCs responsible for the Commercialization of each of the WRN Products and [[Unknown Identifier]] Products, and # the JSC with respect to the preparation of Pre-Tax Profit or Loss statements in accordance with the Reconciliation Procedures in the Pre-Tax Profit and Loss Schedule. The Financial Working Group shall include individuals from each Party with reasonable expertise in the areas of accounting, cost allocation, budgeting and financial reporting. The Parties shall determine the appropriate number of representatives of each Party that will constitute the Financial Working Group, which shall be an equal number, and the frequency of meetings thereof. Each Party shall designate their respective initial representatives to the Financial Working Group to allow such Financial Working Group to begin organizing information for the initial meetings of the applicable JDC and the JSC. The Financial Working Group shall operate generally in accordance with the provisions of [Section 5.7], and shall have no authority to alter or amend the terms and conditions of this Agreement. The Financial Working Group shall meet in accordance with [Section 5.7.2] for so long as either # the Parties are engaging in sharing of Development Costs for the WRN Program, or for the WRN Development Program or [[Unknown Identifier]] Development Program, respectively, or # GSK or its Affiliates are Commercializing the [[Unknown Identifier]] Product or WRN Product in the Profit-Sharing Territory.

Movado Group Inc., with registered offices at 650 From Road -Suite 375, Paramus, N.J. 07652-3556, United States, for the purpose hereof duly represented by [[Person B:Person]]n his capacity as Senior Vice President (the "Licensee"), the party of the other part.

Patent Working Group. The JSC shall not discuss any issue relating to any Patent Rights relevant to the research, Development, Manufacture, or Commercialization of any Licensed Products (including with respect to any of their scope, patentability, validity, Prosecution, or infringement), unless the Patent Representative of each Party is present at the meeting. The Patent Representatives of each Party shall be solely responsible for documenting at its discretion any issues discussed by the JSC relating to any Patent Rights, and the content of such discussions shall be held in strict confidence by the Parties to protect their common interests and preserve the privileged status of any attorney-client communication, advice, or legal opinion reflected therein.

Patent Working Group. The Parties shall establish a patent working group comprising an equal number of up to three representatives of each Party (“Patent Working Group”), including a patent attorney or agent designated by such Party as its lead contact (“Patent Representative”), for the sole purposes of alignment of activities under this Article X governing responsibilities for Prosecuting and enforcing Arrowhead Patent Rights or any other patent matters pertaining to the Development, Manufacture, or Commercialization of any Licensed Products hereunder. The Patent Working Group may hold meetings separate from, or in connection with, the meetings of the JSC as appropriate to discuss such patent matters. The Patent Working Group shall advise as appropriate the JSC on such patent matters.

The Company holds, directly or indirectly, all shares or equity interests in the entities set forth in [Exhibit 2.2] (such entities collectively the “Subsidiaries” and each a “Subsidiary”). The shares or equity interests held by the Company in any Subsidiary and the shares or equity interests held by any Subsidiary in any other Subsidiary are herein collectively referred to as the “Subsidiary Interests”. The Company and the Subsidiaries are herein collectively referred to as the “Group Entities” or the “Group” and each as a “Group Entity”.

I agree that, at the time of termination of my employment with the Company for any reason, I will deliver to the Company (and will not keep in my possession, recreate, or deliver to anyone else) any and all Confidential Information and all other documents, materials, information, and property developed by me pursuant to my employment or otherwise belonging to the Company. I agree further that any property situated on the premises of, and owned by, the Company (or any other member of the Company Group), including disks and other storage media, filing cabinets, and other work areas, is subject to inspection by personnel of any member of the Company Group at any time with or without notice.