By AZ. Following AZ’s exercise of an Option in respect of a particular Selected Target, AZ shall, subject to such publications, presentations, or public disclosures not including any Silence Confidential Information, have the right to make any publications, presentations, or public disclosures related to RNAi Molecules, Licensed Compounds and Licensed Products directed to such Selected Target without Silence’s prior review and approval, provided that, with respect to each Licensed Compound, AZ shall obtain Silence’s prior review and approval for any such publications, presentations, or public disclosures to be submitted prior to the later of (i) [***] and (ii) [***]. Following AZ’s exercise of an Option in respect of a particular Selected Target, Silence shall not make any publications, presentations, or public disclosures related to such RNAi Molecules, Licensed Compounds or Licensed Products without AZ’s prior written approval.

By AZ. Subject to the terms and conditions of this Agreement, with respect to each Collaboration Antigen (other than Discontinued Antigens or Failed Antigens), prior to the designation of a Candidate Drug that binds to and is directed against such Collaboration Antigen, AZ and its Affiliates hereby grant to ABX an exclusive, worldwide right and license (without the right to grant sublicenses except as set forth in Section 4.2.3) under and to the Licensed AZ IP Rights applicable to such Collaboration Antigen, to conduct its obligations, and exercise its rights, under the applicable Research Program and Development Program; provided, however, that AZ retains the right to conduct its activities under such Research Program and, prior to the designation of a Candidate Drug that binds to and is directed against such Collaboration Antigen, such Development Program and exercise its rights under Articles 2 and 5.

By AZ. Subject to the terms and conditions of this Agreement and any applicable AZ In-License, with respect to each Discontinued Antigen, Failed Antigen and Non-Selected Antigen, AZ and its Affiliates hereby grant to ABX a non-exclusive, worldwide right and license (with the right to grant sublicenses through multiple tiers of sublicensees) under the AZ Subsequent Antigen-Specific Know-How Rights and AZ Subsequent Antigen-Specific Patent Rights applicable to each such Antigen to Exploit ABX Products that bind to and are directed against such Antigen for use in the Commercial Field.

By AZ. (i) upon ten (10) days' prior written notice if: ------- [****] indicates that certain confidential information contained in this document has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (A) the Company has failed to use Commercially Diligent Efforts to ensure compliance by its Sales Force with Applicable Laws or the Corporate Integrity Agreement, as evidenced by a pattern of failures by the Sales Force to so comply, which failures are not promptly rectified; or (B) the Company fails to report to AZ within three (3) business days of when the Company learns of any material violation by any Company Representative of Applicable Laws, excluding any violations of the American Medical Association Guidelines on Gifts to Physicians from Industry and PhRMA Code on Interactions with Healthcare Professionals, or the Corporate Integrity Agreement; or (C) the Company fails to report to AZ within ten (10) business days of when the Company learns of any material violation by any Company Representative of any violations of the American Medical Association Guidelines on Gifts to Physicians from Industry or PhRMA Code on Interactions with Healthcare Professionals; or (D) the Company did not adequately investigate, or take appropriate remedial or disciplinary actions as a result of investigation, into any alleged material violation(s) of Applicable Laws or the Corporate Integrity Agreement. (ii) within thirty (30) days after written notice from AZ to the Company that a Change of Corporate Control of the Company has occurred, if in the reasonable judgment of AZ any Person or group (as such term is defined in the Securities Exchange Act of 1934, as amended) involved in the Change of Corporate Control: (A) has a Competing Cardiovascular Product; or (B) is or has within the past ten (10) years been a party to any litigation to which AZ or any of its Affiliates is or has been an adverse party, where such litigation threatened a material business interest of AZ; or (C) has previously committed material violations of Applicable Law and AZ reasonably determines that such violations are such that the Promotion of the Product by such Person or group would be detrimental to AZ's business interests; or (D) has had a prior business relationship with AZ or its Affiliates and AZ reasonably determines that the conduct of such Person or group in such business relationship indicates that Promotion of the Produ...

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Waiver of Notice; Approval of Meeting Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.
Waiver of Notice Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.
Waiver of Notice and Claims Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of the Pledged Collateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX in the absence of gross negligence or willful misconduct on the part of the Collateral Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor.
Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.
Waiver of Notices Borrower hereby expressly waives demand, presentment, protest and notice of protest and notice of dishonor with respect to any and all instruments and commercial paper, included in or evidencing any of the Obligations or the Collateral, and any and all other demands and notices of any kind or nature whatsoever with respect to the Obligations, the Collateral and this Agreement, except such as are expressly provided for herein. No notice to or demand on Borrower which Lender may elect to give shall entitle Borrower to any other or further notice or demand in the same, similar or other circumstances.
Attendance and Waiver of Notice Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Absence of Regulatory Actions Since January 1, 2017, neither Purchaser nor any of its Subsidiaries has been a party to any cease and desist order, written agreement or memorandum of understanding with, or any commitment letter or similar undertaking to, or has been subject to any action, proceeding, order or directive by any Governmental Entity, or has adopted any board resolutions relating to such matters as are material to the business of Purchaser or its Subsidiaries at the request of any Governmental Entity, or has been advised by any Governmental Entity that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such action, proceeding, order, directive, written agreement, memorandum of understanding, commitment letter, board resolutions or similar undertaking. To the Knowledge of Purchaser, there are no material unresolved violations, criticisms or exceptions by any Governmental Entity with respect to any report or statement relating to any examinations of Purchaser or its Subsidiaries.
Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.
INFORMATION REQUESTED BY BOARD OF DIRECTORS LIFE COMPANY and AVIF (or its investment adviser) will at least annually submit to the Board of Directors of AVIF such reports, materials or data as the Board of Directors may reasonably request so that the Board of Directors may fully carry out the obligations imposed upon it by the provisions hereof or any exemptive order granted by the SEC to permit Mixed and Shared Funding, and said reports, materials and data will be submitted at any reasonable time deemed appropriate by the Board of Directors. All reports received by the Board of Directors of potential or existing conflicts, and all Board of Directors actions with regard to determining the existence of a conflict, notifying Participating Insurance Companies and Participating Plans of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the Board of Directors or other appropriate records, and such minutes or other records will be made available to the SEC upon request.
Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

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