Employment Policies. The employment relationship between the parties shall also be governed by the general employment policies and practices of the Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

Investment Policies. The Borrower is in compliance in all respects with the Investment Policies (after giving effect to any Permitted Policy Amendments), except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

Insurance Coverage. [[Agenus:Organization]] provides and agrees to continue to provide insurance coverage through the [[Agenus:Organization]] insurance policies listed in [Exhibit D], or policies with substantially similar coverage (the “[[Agenus:Organization]] Insurance Policies”), to MiNK and MiNK’s Affiliates, provided # that MiNK and MiNK’s Affiliates continue to qualify as named insureds under the [[Agenus:Organization]] Insurance Policies, # that the scope of insurance coverage for [[Agenus:Organization]] and [[Agenus:Organization]] Affiliates under the [[Agenus:Organization]] Insurance Policies is not adversely impacted by including MiNK and MiNK’s Affiliates as named insureds on the [[Agenus:Organization]] Insurance Policies, and # the [[Agenus:Organization]] Insurance Policies are treated as Pass-Through Costs subject to Section 5.4.

“Policy/Policies” means a variable life insurance policy/policies issued by Principal Life Insurance Company or its affiliates.

“Eligible Life Insurance Policies” shall mean the Life Insurance Policies owned by Borrowers and which are acceptable to Administrative Agent and that have a Cash Surrender Value acceptable to Administrative Agent. In general, Eligible Life Insurance Policies shall not include:

make and adjust claims under policies of casualty, property, boiler and machinery, business interruption insurance and other similar policies of insurance with respect to the Collateral (but excluding policies of liability or worker’s compensation insurance) involving amounts greater than $50,000;

. [Section 2.21] of the Disclosure Schedule lists all insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, employees, officers and directors of the Company, in each case setting forth the policy number and type of coverage (such policies and bonds, collectively, “Insurance Policies”). There is no claim by the Company pending under any of such Insurance Policies as to which coverage has been questioned, denied or disputed or that the Company has a reason to believe will be denied or disputed by the underwriters of such Insurance Policies. In addition, there is no pending claim pursuant to any Insurance Policy of which its total value (inclusive of defense expenses) would reasonably be expected to exceed the policy limits. Since May 1, 2015, there have there been no claims under any of the Insurance Policies as to which coverage has been denied by the underwriters of such policy. All premiums due and payable under all Insurance Policies have been paid, (or if installment payments are due, will be paid if incurred prior to the Closing Date) and the Company are otherwise in material compliance with the terms of such Insurance Policies (or other policies and bonds providing substantially similar insurance coverage). The Insurance Policies (or other policies and bonds providing substantially similar insurance coverage) have been in effect since their inception and remain in full force and effect. The Company does not have any Knowledge of threatened termination of, or premium increase with respect to, any of the Insurance Policies.

Liens on the unearned portion of insurance premiums in favor of insurers (or other Persons financing the payment of insurance premiums) securing the premiums payable in respect of insurance policies issued by such insurers; provided that such Liens attach solely to returned premiums in respect of such insurance policies and the proceeds of such policies;

“Required Insurance Policies” means the insurance policies that Borrowers are required to obtain and maintain pursuant to the terms of Article 9.

"Company Owned Life Insurance" means the cash value of life insurance policies owned by one or more of the Borrowers, net of any applicable loans outstanding under such policies.