Assignee. The Assignee # represents and warrants that # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, # it satisfies the requirements specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, # from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, # it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, # it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest and on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and # if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; # agrees that # it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and # it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and # appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.

Assignee shall have the sole and absolute right to assign the Assets to any wholly-owned subsidiary or affiliate of Assignee or to any successor-in-interest to the assets, business or securities of Assignee.

“Eligible Assignee” means any Assignee permitted by and consented to in accordance with [Section 10.07(b)].

the assignee, if it shall be a Farm Credit Lender but not then a Lender, shall deliver to ​ documents from such assignee that describe the nature of the Farm Credit Equities in such assignee (or its designated Affiliate) required to be acquired by ​ in such assignee pursuant to Section 5.11, as well as applicable capitalization requirements.

The Administrative Agent will charge a processing and recordation fee (an “Assignment Fee”) in the amount of $3,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 plus the amount set forth below:

Assignee shall keep Assignor informed as to progress with respect to the development of Products (whether by Assignee or its Licensees), including, without limitation, the conduct of clinical trials, regulatory submissions and approvals, manufacturing arrangements, marketing activities and sublicensing, and shall deliver to Assignor a written annual report summarizing such progress by January 31 of each year, beginning January 31, 2016. For clarification, Assignee’s reporting obligations under this Section 2.3(b) are in addition to Assignee’s reporting obligations under Section 4.1. The contents of Assignee’s progress reports to Assignor shall be deemed to be Assignee’s Confidential Information.

This opinion is being furnished only to you in connection with the Credit Agreement and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person or entity for any purpose without my prior written consent, except that any assignee who becomes a Lender in accordance with the provisions of [Section 8.07] of the Credit Agreement may rely on this opinion as if addressed and delivered to such assignee on the date hereof; provided that each prospective assignee or assignee of any Lender may be shown this opinion, except that such prospective assignee or assignee may not rely on this opinion unless and until such prospective assignee or assignee becomes a Lender in accordance with the provisions of [Section 8.07] of the Credit Agreement.

Milestone Payments. Within […​…] after the first achievement by Assignee or a Licensee of each of the following milestone events by the first Human Therapeutic Product, Assignee shall provide written notice to Assignor of the occurrence of such event. Where the milestone event is achieved by Assignee, Assignee shall pay to Assignor the corresponding milestone payment set forth below. Where the milestone event is achieved by a Licensee, Assignee shall pay to Assignor the difference between the corresponding payment set forth below and the amount payable by Assignee to Assignor in accordance with Section 3.5 below as a result of Assignee’s receipt of any milestone payment from the Licensee for the achievement of that milestone event, if the amount payable under Section 3.5 is lower.

If to Assignee, to the following account (or to such other account as Assignee may designate from time to time):

“Eligible Assignee” means any Person that meets the requirements to be an assignee under [Section 11.07(b)(iii)] (including any consents that may be required thereunder) and (v); provided that neither # any Person that is or would be a Defaulting ​ nor # any Disqualified ​ shall be an Eligible Assignee.

in the case of Assignee, disclosure to Assignee’s Affiliates (including, without limitation, Affiliated Licensees), provided that Confidential Information so disclosed shall remain subject to this Article 7;