SECTION # No Advisory or Fiduciary Responsibility 132128

170 SECTION 10.19 No Advisory or Fiduciary Responsibility

No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder acknowledges and agrees that # the transactions contemplated by this Agreement, including the determination of any fees, are arm’s-length commercial transactions between the Selling Stockholder and the Agent or the Forward Purchaser, # when acting as a principal under this Agreement, the Agent is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, # neither the Agent nor the Forward Purchaser has assumed nor will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the transactions contemplated hereby or the processes leading thereto (irrespective of whether the Agent or the Forward Purchaser has advised or is currently advising the Company or the Selling Stockholder on other matters) and the Agent and the Forward Purchaser do not have any obligation to the Company or the Selling Stockholder with respect to the transactions contemplated hereby except the obligations expressly set forth in this Agreement, # the Agent, the Forward Purchaser and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or the Selling Stockholder, and # the Agent and the Forward Purchaser have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated hereby and the Company and the Selling Stockholder have consulted their own respective legal, accounting, regulatory and tax advisors to the extent each deemed appropriate.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), the Borrowers acknowledge and agree, and acknowledge their Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agents and the Joint Lead Arrangers are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Administrative Agents and the Joint Lead Arrangers, on the other hand, # the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and # the Borrowers are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) each Administrative Agent and each Joint Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers or any of their Affiliates, or any other Person and # neither any Administrative Agent nor any Joint Lead Arranger has any obligation to the Borrowers or any of their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and # the Administrative Agents and the Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and neither any Administrative Agent nor any Joint Lead Arranger has any obligation to disclose any of such interests to the Borrowers or their Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may have against the Administrative Agents and the Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that # the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, # in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as principal and is not the agent or fiduciary of the Company, its subsidiaries or the Company’s shareholders, creditors, employees or any other third party, # no Underwriter has not assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or its subsidiaries on any other matters) and no Underwriter has any obligation to the Company or its subsidiaries with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, # the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or its subsidiaries and each Underwriter does not have any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, # the Company and its subsidiaries waive, to the fullest extent permitted by law, any claims the Company may have against any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agree that each Underwriter shall have no liability (whether direct or indirect) to the Company or its subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company, and # the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Bank consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

Advisory Services. During the Term, ​ shall perform the following services to the Company: # provide advice and counsel to the Company regarding all aspects of its businesses, # assist with special projects as requested by the Company, including acting as an advisor on strategic initiatives, # assist the Company with the maintenance and development of community, client, potential client and other business relations, and # perform such other advisory services consistent with ​' experience and expertise as the parties hereto may mutually agree upon from time to time during the Term. In connection with the performance of the services, ​ shall engage with and involve the appropriate employees of the Company and its subsidiaries in order to facilitate the growth of long-term relationships between clients and potential clients and the Company and its employees.

Advisory Services. In recognition of your dedicated service to the Corporation, valuable skill sets, unique customer insight and established 15-year track record as the third-ranking senior officer of the Corporation, the Corporation and you have agreed to continue your employment on a non-executive advisory basis on the following terms and conditions:

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]I]] 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.