Affiliated Lenders. Any ​ may, at any time, assign all or a portion of its rights and obligations with respect to Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is or will become, after such assignment, an Affiliated ​ (including any Affiliated Debt Fund) through # Dutch auctions open to all Lenders in accordance with the procedures set forth on [Exhibit L] or # open market purchase on a non-pro rata basis, in each case subject to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds:

Affiliated Entities. As used in this Agreement, “Affiliates” includes the Company and each corporation, partnership, or other entity which controls the Company, is controlled by the Company, or is under common control with the Company (in each case “control” meaning the direct or indirect ownership of 50% or more of all outstanding equity interests).

Affiliated Entity. An entity which is affiliated by common ownership or control with the Company.

Affiliated Company. Any company controlled by, controlling or under common control with the Company.

each ​ or each affected ​, or does not affect such Affiliated ​ that is not an Affiliated Debt Fund in a disproportionately adverse manner as compared to other Lenders holding similar obligations, Affiliated Lenders that are not Affiliated Debt Funds will be deemed to have voted in the same proportion as non-affiliated Lenders voting on such matters; and

Payment by Affiliated Licensees. At Assignee’s option, any license agreement between Assignee and an Affiliated Licensee may provide for such Affiliated Licensee to pay directly to Assignor: # milestone payments in the amounts specified in Section 3.2 with respect to the achievement of the corresponding milestone events set forth in Section 3.2 by Human Therapeutic Products developed by or on behalf of such Affiliated Licensee; # royalties on Net Sales by such Affiliated Licensee (and its sublicensees) of Products at the rate set forth in Section 3.4; and # […​…] of the total Licensing Revenues received by such Affiliated Licensee; in each case, provided that Assignee shall remain responsible and liable to Assignor for compliance with Assignee’s obligations under Sections 3.2, 3.4 and 3.5, respectively, with respect to such Affiliated Licensee.

Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion (except as otherwise directed by the Required Lenders in writing), unless the Required Lenders instruct such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Required Lenders direct; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a disproportionately adverse manner to such Affiliated Lender than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders.

Affiliated Lenders may not purchase Revolving Loans; and

action unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its effect on other Lenders.

Adoption of Plan by Affiliated Entity. Any Affiliated Entity may adopt the Plan with the consent of the Directors or the Committee, effective as of the date specified therein. Any Employer, other than the Company, which has adopted the Plan shall not be responsible for the administration of the Plan.