Provision of Professional Services. Provider shall ensure that all Professional Services are carried out in accordance with applicable law and generally accepted scientific and professional practice and professionally recognized standards, including current and future prevailing community standards relating to the quality of professional services.

Professional Services. The Services under this Agreement which require a professional license under applicable law (e.g., engineering design work that must be performed by a licensed Professional Engineer) shall be performed # in a professional, prudent and workmanlike manner by qualified persons using competent, professional knowledge and judgment at the degree of skill and care customary to the nuclear power industry, and # in accordance with Law, regulations, Licensing Basis, this Agreement, industry codes and standards. Subject to all limitations of Service Provider’s liability in this Agreement, in the event that any Services which are subject to this Section 10.1, and which are not Secondment Services, result in work product that is determined to be defective, such work shall be re-performed by Service Provider at Service Provider’s expense. Service Provider’s total liability for any claims under this section shall be limited to the insurance proceeds recoverable from a mutually agreeable professional liability insurance policy covering Service Provider and the Services.

Provision of Services. BTMB agrees to perform the work set forth in the Rider(s) attached hereto as [Attachment A] (hereafter referred to as the “Services”). The Parties may, by mutual written agreement, add additional Rider(s) to this Agreement from time to time during the Term of this Agreement. Each Rider is hereby incorporated by reference as an integral part of and will be subject to the terms and conditions of this Agreement upon execution by both BTMB and Magenta. In the event that any term or condition of this Agreement is inconsistent with any term or condition set forth in the corresponding Rider(s), the term or condition of this Agreement shall prevail, unless such Rider expressly amends a provision of this Agreement, in which case the terms or conditions of the Rider prevails with respect to the Services described in such Rider. The Parties warrant that all respective obligations will be performed in accordance with the terms of this Agreement and the corresponding Rider(s).

Provision of Services. Pursuant to the terms and subject to the conditions of this Agreement, Seller shall provide, or cause to be provided, to the ​, the transition services described in attached [Schedule A] (collectively, the “Transition Services”).

Professional Services Warranty Cap. Service Provider’s liability for re-performance or repair in relation to defective professional services under Section 10.1 herein shall be limited to the insurance proceeds recoverable under the professional liability coverage required by Article 24.

Professional Services; Compliance with Laws. Manager and Provider intend and desire that this Agreement, and any policies, rules or procedures of Manager or Provider promulgated in accordance with or pursuant to this Agreement, shall comply with all applicable federal, state, and local laws, regulations, and rules, as well as the rules and regulations of any regulatory body or authority of competent jurisdiction regarding: # the provision of professional healthcare services; # utilization of manufacturing “best practices” for medical research projects; and # the pursuit by the licensing professional of independent professional judgment in the pursuit of the research and development and of the manufacturing process.

Appointment and Provision of Services. The Company and ​ hereby appoints the Manager to perform the following services all at Manager’s sole cost and expense (collectively, the “Services”):

The Shareholders have obtained, to the extent they deem necessary, their own professional advice with respect to the risks inherent in the investment in the Common Stock, the condition of the Buyer and the suitability of the investment in the Common Stock in light of the Shareholders’ financial condition and investment needs.

Professional Transition. The Executive agrees to cooperate with and assist the Company in a responsible, positive and professional manner with respect to the transition of his employment duties and responsibilities. The Executive acknowledges that the Company’s obligations under this Agreement are expressly contingent on such cooperation and assistance, and on the Executive dealing with any issues relating to his employment with or separation from the Company in a similarly responsible, positive and professional manner.

Professional Counsel. To the extent necessary, the Lender has obtained, to the extent necessary, professional advice regarding the investment, tax and legal merits and consequences of the Exchange and an investment in the Shares and the Conversion Shares issuable upon conversion of the Shares (together with the Shares, the “Exchange Securities”).