Primary Control. ​ shall # have the first right, but not the obligation, to Prosecute the [[Surmodics:Organization]] Product Patents and the [[Surmodics:Organization]] Other Patents worldwide using internal or external counsel reasonably acceptable to ​ (with ​ acceptance not to be unreasonably withheld, conditioned, or delayed), # have the first right, but not the obligation, to Prosecute worldwide the Existing SurVeil Trademark using internal or external counsel reasonably acceptable to ​ (with ​ acceptance not to be unreasonably withheld, conditioned, or delayed), and # have the sole right, but not the obligation, to Prosecute the Existing Serene Trademark using counsel selected by it in its sole discretion, in each case for clauses # - # at ​ sole cost and expense. ​ shall # have the first right, but not the obligation, to Prosecute the Joint Patents worldwide using outside counsel reasonably acceptable to ​ (with ​ acceptance not to be unreasonably withheld, conditioned, or delayed), and # have the sole right, but not the obligation, to Prosecute all Product Trademarks worldwide other than the Existing SurVeil Trademark and the Existing Serene Trademark using counsel selected by it in its sole discretion, in each case for clauses # - # at ​ sole cost and expense.

Primary Control. ​ shall have the first right, but not the obligation to prosecute and control any claim, suit, proceeding, or action against a Third Party (an “Action”) with respect to alleged or threatened infringement of # the [[Surmodics:Organization]] Product Patents by a Third Party’s Exploitation in the Territory of a drug-coated balloon product in the Initial Indication or the ​, # the [[Surmodics:Organization]] Other Patents by a Third Party’s Exploitation in the Territory of a drug-coated balloon product in the Initial Indication or the ​, except with respect to any such alleged or threatened infringement arising solely from # a lubricious coating on the catheter shaft or # a lubricious coating on any such product for which such lubricious coating is the only coating, or # the Joint Patents, in each case for clauses # – # using counsel selected by ​ in its sole discretion and at ​ sole expense. ​ shall have the sole right, but not the obligation, to prosecute and control any Action with respect to alleged or threatened infringement by a Third Party of any Product Trademarks other than the Existing Serene Trademark, using counsel selected by ​ in its sole discretion and at ​ sole expense. ​ shall have the sole right, but not the obligation, to control any Action in connection with alleged or threatened infringement by a Third Party of the Existing Serene Trademark, using counsel selected by ​ in its sole discretion and at ​ sole expense.

Primary Control. ​ shall have the first right, but not the obligation, to defend and control the defense of # Invalidity Claims, # Third Party Patent Infringement Claims, and # Third Party Trademark Infringement Claims (except those for the Existing SurVeil Trademark or the Existing Serene Trademark), in each case using counsel selected by ​ in its sole discretion and at ​ sole expense. ​ shall have the sole right, but not the obligation, to defend and control the defense of Third Party Trademark Infringement Claims for the Existing SurVeil Trademark, using counsel selected by ​ in its sole discretion and at ​ sole expense. ​ shall have the sole right, but not the obligation, to defend and control the defense of any Third Party Trademark Infringement Claim for the Existing Serene Trademark, using counsel selected by ​ in its sole discretion and at ​ sole expense. A Party’s rights under this [Section 9.4.2] shall include having the right to negotiate and obtain a license or other rights from a Third Party to such Third Party Rights as necessary or desirable for ​ or its ​ (sub)licensees, (sub)distributors, subcontractors, or customers to Exploit the Product.

Primary Supplier. During the Term of this Agreement KeHE will be the Primary Supplier for all Products purchased by SFM for SFM Stores. ​ The Parties will work together in good faith to review the information, including but not limited to, volume and frequency, ​.

Primary FAL . Subject to the duties of Lloyd’s as trustee of all such Funds at Lloyd’s and to any conditions and requirements prescribed under the Membership Byelaw which are applicable, the Borrower will cause the Corporate Member and the Managing Agent to use their best efforts to cause the Primary FAL of the Supported Syndicate to be applied to its obligations and only after such Primary FAL has been exhausted, to draw under the Letters of Credit.

§ B.2.1.9 Additional Insured Obligations. The Owner and its consultants and contractors shall be additional insureds on the Design-Builder’s primary and excess insurance policies for Commercial General Liability, Automobile Liability and Pollution Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner’s insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement.

§ B.2.1.9 Additional Insured Obligations. The Owner and its consultants and contractors shall be additional insureds on the Design-Builder’s primary and excess insurance policies for Commercial General Liability, Automobile Liability and Pollution Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner’s insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement.

Non-transferability of Interest. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

Non-transferability of Interest. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

Non-transferability of Interest. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.