Cash Interest. Each Loan and any overdue interest on each Loan (including both cash–pay interest and interest payable in kind) shall bear interest payable in cash at a fixed rate per annum equal to: # ten percent (10%) per annum (the “Initial Rate”) from and after the Closing Date until the date that is three (3) months thereafter and # twelve and one–half percent (12.5%) per annum from and after the date that is three (3) months after the Closing Date until the Business Day immediately preceding the Forbearance Effective Date and thirteen and one–half percent (13.5%) per annum from and after the Forbearance Effective Date (the “Ongoing Rate”) (the applicable interest rate pursuant to clause (i) or (ii) being referred to hereinafter as the “Cash Interest Rate”); provided, however, that, in the event # of any denial of payment for new admissions with respect to any Healthcare Facility (as a result of Medicare or Medicaid survey deficiencies or state monitoring or for any other reason) or # any Governmental Authority ceases to permit new residents or tenants to be admitted to any Healthcare Facility, the Cash Interest Rate shall be increased by one percent (1%) per annum commencing thirty (30) days after receipt of notice by any Credit Party from Lender, any Governmental Authority or any Operator if a plan of correction has not been filed with the applicable Governmental Authority and shall be increased by an additional one percent (1%) per annum each month thereafter until a plan of correction has been filed with the applicable Governmental Authority. One # day after the date that payments have been reinstated and admissions are permitted, the Cash Interest Rate shall revert to the Cash Interest Rate provided in [clause (i) or (ii) of this Section 2.2(a)], as applicable. The provisions of this Section 2.2(a) shall not derogate the Credit Parties obligation to file a plan of correction pursuant to [Section 7.11(j)]. Interest payable in cash on the Loans shall be paid in arrears on the first (1st) day of each month and on the maturity of the Loans, whether by acceleration or otherwise.

No Settlement Without Consent. Neither Party will settle or otherwise compromise any Third Party Action by admitting that any Patent within the Relay Patents or Joint Collaboration Patents is invalid or unenforceable without the other Party’s prior written consent; provided that Relay may make such admissions with respect to Relay Combination Patents that are not Generic Relay Combination Patents. Without limiting the foregoing, in the event that Relay is the controlling Party, Relay may not, without the prior written consent of Licensee, # settle or otherwise compromise a Third Party Action which would require the grant of any license, covenant or other rights to any Third Party that would conflict with or reduce the scope of the rights or licenses granted to Licensee under this Agreement or otherwise adversely affect the interest of Licensee in any respect and # enter into any license with such Third Party in connection with any such settlement unless any license or rights granted to Relay are fully sublicensable to Licensee in accordance with the terms of this Agreement.

Settlement; Damages. Neither [[Intellia:Organization]], with respect to any suit or action brought by [[Intellia:Organization]] pursuant to Section 4.2(c), nor Caribou, with respect to any suit or action brought by Caribou pursuant to Section 4.2(d), will settle or consent to an adverse judgment, or make any admissions or assert any position in a manner that would adversely affect the rights or interests of the other Party (including by making any admission or assertion of any position that would adversely affect the scope, validity or enforceability of any Patents within the Caribou Patents or [[Intellia:Organization]] Patents, as applicable) in any such suit or action without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed). ​. [[Intellia:Organization]], with respect to any suit or action brought by [[Intellia:Organization]] ​, and Caribou, with respect to any suit or action brought by Caribou ​, will have the right to retain in full any damages or other sums recovered in such suit or action or in the settlement thereof after reimbursement of each Parties’ costs and expenses (including attorneys’ and professional fees) incurred in connection with such action (and not previously reimbursed).

Third Party Infringement Claims. If the Development, Manufacture, or Commercialization of any Licensed Product in the Field in the Apollomics Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against [[GlycoMimetics:Organization]] or Apollomics (or their respective Affiliates, licensees or sublicensees) (collectively, “Third Party Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. [[GlycoMimetics:Organization]] shall have the right, but not the obligation, to direct and control the defense of such Third Party Infringement Action, at its own expense with counsel of its choice; provided, however, that Apollomics may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, [[GlycoMimetics:Organization]] agrees to keep Apollomics reasonably informed of all material developments in connection with any such Third Party Infringement Action for which [[GlycoMimetics:Organization]] exercises its right to direct and control the defense. [[GlycoMimetics:Organization]] agrees not to settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the rights or interests of Apollomics, without the prior written consent of Apollomics, which shall not be unreasonably withheld or delayed. If [[GlycoMimetics:Organization]] does not exercise its right to direct and control the defense of a Third Party Infringement Action that is brought against Apollomics, then Apollomics shall have such right at its own expense and to use counsel of its choice, and it shall agree to keep [[GlycoMimetics:Organization]] reasonably informed of all material developments in connection with such Third Party Infringement Action, and it shall not settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the rights or interests of [[GlycoMimetics:Organization]], without the prior written consent of [[GlycoMimetics:Organization]], which shall not be unreasonably withheld or delayed. With respect to any Third Party Infringement Action in the Apollomics Territory, the Party controlling the response to the Third Party Infringement Action shall bear all costs of such action. In the event of any recovery in connection with a Third Party Infringement Action, the Parties shall allocate any such recovery in accordance with Section 9.4(d)(i)-(iv), where, solely for the purposes of recovery allocation under this Section 9.5, the controlling Party under this Section 9.5 shall be deemed an “Enforcing Party” and the applicable Third Party Infringement Action resulting in such recovery shall be deemed an “enforcement action” as described in Section 9.4(d)(i)-(iv).

. The Tribe shall not demand, impose or receive any tax, charge, assessment, fee or other imposition (except as specifically contemplated by [Sections 9.06 or 9.08]8]) or impose any regulatory or licensing requirement, against Borrower, its Restricted Subsidiaries or their customers or guests, their operations or Authority Property (including, without limitation, Mohegan Sun or Pocono), the Secured Parties, the Arrangers, the Loan Documents, the employees, officers, directors, patrons or vendors of Borrower and its Restricted Subsidiaries, other than # as provided in the Gaming Ordinance, # charges upon Borrower and the Restricted Subsidiaries to pay the actual and reasonable regulatory expenditures of the Mohegan Tribal Gaming Commission under the Gaming Ordinance, # fees imposed on Borrower and its Restricted Subsidiaries by the Commission under IGRA, # the actual costs to the Tribe of services provided to Borrower under the Town Agreement, and # sales, use, room occupancy and related excise taxes, including admissions and cabaret taxes and any other taxes imposed by the Tribe at rates which are not more onerous than corresponding or similar taxes which may be imposed by the State of Connecticut or local governments in the surrounding area, provided that the Tribe shall not impose any taxes which are the functional equivalent of property taxes, gross receipts or gross revenues taxes, business franchise taxes or income taxes upon Borrower and its Restricted Subsidiaries, and any such taxes shall # be of general application to all similarly situated persons, # not be duplicative of Permitted Tribal Payments, and # be rationally related to the overall tax policy of the Tribe.

Patent Enforcement of Platform Patents. With respect to an Infringing Product, if either # a claim of a Licensed Patent not listed in the Orange Book or # a claim of a Licensed Patent listed in the Orange Book after the Effective Date that is not a Product-Specific Licensed Patent Claim is infringed (as determined by either Party in good faith) by such Infringing Product or is subject to a declaratory judgment action arising from such Infringing Products (each, a “Platform Enforcement Action” and together with an Orange Book Enforcement Action, an “Enforcement Action”) in the Field in the Licensed Territory, the Parties shall discuss and determine in good faith, if applicable, whether (in the case of an infringement action) to bring such Platform Enforcement Action and, if applicable, which Party or if both Parties will have the right to bring such Platform Enforcement Action with respect to such Infringing Products and which Party or Parties will bear the cost of such action. For clarity, in the event that the Parties are unable to agree on any Platform Enforcement Action, in the case of an infringement action, then neither Party shall bring such action, and, in the case of a declaratory judgment action, then ​ shall have the right to defend such action at its expense. The Enforcing Party or Parties agree not to settle any Platform Enforcement Action or make any admissions or assert any position in such Platform Enforcement Action, in a manner that would materially adversely affect the validity, enforceability or scope of any Licensed Patent, ​, without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

Defense. If both Parties are charged with infringement pursuant to a claim described in [Section 11.7(a)], ​, unless they agree otherwise. If only one Party is charged with infringement, such Party will have the first right but not the obligation to defend such claim. If the charged Party does not commence actions to defend such claim ​. In any event, the non-defending Party shall reasonably cooperate with the Party conducting the defense of the claim and shall have the right to participate with separate counsel at its own expense, and the defending Party shall consider comments by the non-defending Party in good faith. The Party defending the claim shall bear the cost and expenses of the defense of any such Third Party infringement claim and shall have sole rights to any recovery. If the Parties jointly defend the claim, and ​; provided, however, that, notwithstanding the foregoing, ​. If either Party recovers monetary damages or costs from any Third Party while jointly defending the claim, such recovery shall be allocated ​, unless the Parties agree in writing to a different allocation. Neither Party shall enter into any settlement concerning activities under this Agreement or the Monotherapy or Combined Therapy that affects the other Party’s rights under this Agreement or imposes any obligations on the other Party, including any admissions of wrongdoing on behalf of the other Party, without such other Party’s prior written consent, not to be unreasonably withheld or delayed, except that a Party may settle any claim that solely relates to its Single Agent Compound (other than a Nektar Compound) without the consent of the other Party as long as such other Party’s rights under this Agreement are not adversely impacted (in which case, it will obtain such other Party’s prior written consent, not to be unreasonably withheld or delayed).

All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure. The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate of the attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge to each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to one or more discovery requests, consistent with subparagraph # above, the arbitrator will within three (3) calendar days make a finding as to the likely attorneys’ fees and costs associated with responding to the discovery requests and issue an order that # requires the requesting party to prepay the attorneys’ fees and costs associated with responding to the discovery requests, and # requires the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery requests fails to do so within such 5-day period, the arbitrator will make a finding that # there are no attorneys’ fees or costs associated with responding to such discovery requests, and # the responding party must respond to such discovery requests (as may be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests. Any party submitting any written discovery requests, including without limitation interrogatories, requests for production subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.

Claimed Infringement. Each of the Parties shall promptly notify the other in the event a Party becomes aware that the Development, Manufacture, having Manufactured, use or Commercialization of any Compound and/or Product in or for the Territory pursuant to this Agreement infringes the intellectual property rights of any Third Party, and shall promptly provide the other Party with any notice it receives or has received from a Third Party related to such suspected infringement (“Infringement of Third Party Rights Claim”). The Party subject to an Infringement of Third Party Rights Claim shall promptly notify the other Party in writing and shall discuss with the other Party the strategy for defending such Infringement of Third Party Rights Claim, but, subject to [Sections 10.1, 10.2 and 10.3]3]3], shall have the right to direct and control the defense thereof in its sole discretion and at its own expense, with counsel of its choice; provided that, the other Party may participate in (but not direct or control) the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party subject to such Infringement of Third Party Rights Claim agrees to keep the other Party hereto reasonably informed of all material developments in connection therewith. Both Parties agree not to settle such Infringement of Third Party Rights Claim, or make any admissions or assert any position in such Infringement of Third Party Rights Claim, in a manner that would materially adversely affect the allegedly infringing Compound and/or Product or the Development, Manufacture, having Manufactured, use or Commercialization of such Compound and/or Product in any country of the world, without the prior written consent of the other Party, which shall not be unreasonably withheld, delayed or conditioned. ​ of # any damage award and/or settlement amount arising from an Infringement of Third Party Rights Claim based on the practice by either Party of the vTv Intellectual Property with respect to the Compound and/or Product in or for the Territory, which is due to the Third Party by Newsoara, and # attorney fees paid by Newsoara relating to such Infringement of Third Party Rights Claim, will be credited against the royalties that are due from Newsoara to vTv hereunder, subject to the limitations in [Sections 6.5(d) and 6.5(e)])].