Lead Selection. The Lead Selection Criteria as of the Effective Date are attached hereto as [Schedule 1.93]. The JRC shall review the Lead Selection Criteria periodically during the Research Term in light of results obtained under the Research Plan and other relevant information. During the Research Term and for a period of ​ days thereafter, a Party shall provide written notice to the JRC of any Collaboration Compound in the event that such Party reasonably believes such Collaboration Compound approximates the Lead Selection Criteria.

Candidate Selection. The Candidate Selection Criteria as of the Effective Date are attached hereto as [Schedule 1.22]. The JRC shall review the Candidate Selection Criteria periodically during the Research Term in light of results obtained under the Research Plan and other relevant information. During the Research Term and for ​ days thereafter, a Party shall provide written notice to the JRC of any Lead Candidate in the event that such Party reasonably believes such Lead Candidate approximates the Candidate Selection Criteria. Within ​ days after receipt of such notice, the JRC shall convene a special meeting to review the data and information associated with such Lead Candidate and, within ​ days of such notice, shall decide whether such Lead Candidate should be selected as a Selected Candidate. Any disputes as to whether a Lead Candidate should be designated as a Selected Candidate shall be resolved as set forth in [Section 3.7]. From and after the expiration of the Research Term, ​; provided that ​, and ​ associated therewith.

Adverse Selection. No Seller has selected the Purchased Assets in a manner so as to adversely affect Buyer’s interests.

Selection Information. Federal law provides certain information be given to you concerning individuals who were eligible and selected for the reduction in force and individuals who were eligible but not selected for the reduction in force. This information can be found in [Exhibits B] and C, which follow this Exhibit A.

Selection Fee. For each Selected Gene listed on [Schedule 1.119], LICENSEE shall pay to AGTC a non-refundable fee of ​ (the “Selection Fee”) within forty-five (45) days after the date of the Selection Confirmation.

Adverse Selection. No Seller Party has selected the Purchased Mortgage Loans or Contributed Assets in a manner so as to adversely affect Buyer’s interests.

Procedures. The Indemnified parties agree to provide LICENSEE with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought under this Agreement. LICENSEE agrees, at its own expense, to provide attorneys reasonably acceptable to the Licensee to defend against any such claim. The Indemnified parties shall cooperate fully with Licensee in such defense and will permit Licensee to conduct and control such defense and the disposition of such claim, suit or action (including all decisions relative to litigation, appeal and settlement); provided, however, that any Indemnified parties shall have the right to retain its own counsel, at the expense of Licensee, if representation of such Indemnified parties by the counsel retained by Licensee would be inappropriate because of actual or potential differences in the interests of such Indemnified parties and any other party represented by such counsel.

Procedures. Notwithstanding any provision in this Agreement to the contrary, any termination of employment by the Executive will not be for Good Reason unless: # Executive delivers written notice to the Company, in accordance with Section 9 below, of the initial existence of the condition which the Executive believes constitutes Good Reason within ninety (90) days of the initial existence of such condition, and which notice specifically identifies such condition, # the Company fails to cure such condition within thirty (30) days after the date the Company receives such notice (the “Cure Period”), and # the Executive actually terminates Executive’s employment within sixty (60) days after the expiration of the Cure Period and before the Company cures such condition. If the Executive terminates Executive’s employment before the expiration of the Cure Period or after the Company remedies the condition (even if after the end of the Cure Period), then the Executive’s termination of employment will not be considered to be for Good Reason.

Procedures. Without limiting the foregoing, if the Party having the right to initiate an Infringement Action under this Section 9.5.2 (Infringement Actions against Infringements by Third Parties) (the “Initiating Party”) desires to initiate such Infringement Action but may not do so due to Applicable Law or regulation (even as the assignee or exclusive licensee of such infringed Patent Right), then such Initiating Party may require that the other Party join as a named party in such action at the Initiating Party’s sole cost and expense. The Initiating Party will take the lead in the control and conduct of any such Infringement Action under Section 9.5.2 (Infringement Actions for Infringements by Third Parties) and will keep the other Party reasonably informed of any such Infringement Action, and the other Party will reasonably assist the Initiating Party in any such Infringement Action under Section 9.5.2 (Infringement Actions for Infringements by Third Parties) at the Initiating Party’s expense. In no event may the Initiating Party settle any such Infringement Action in a manner that would limit the rights of the other Party or impose any obligation on the other Party, in each case, without the other Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed.

PROCEDURES. If the Committee is appointed, the Board may designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the bylaws of the Company, at such times and places as it shall deem advisable. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all Committee members in accordance with the bylaws of the Company shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.