Royalty Adjustment for Generic Competition. If one or more Generic Products exists with respect to the Licensed Product and such Generic Product(s) is (are) marketed and sold in a given country by one or more Third Parties (excluding Sublicensees) during any Calendar Quarter during the Royalty Term, then the royalty rate applicable to Net Sales of the Licensed Product in such country shall be reduced as follows:

Principle generic features of the Product include:

Authorized Entry; Inspections. Beneficiary, or its agents, representatives or workmen, are authorized to enter at any reasonable time upon reasonable advance notice upon or in any part of the Property for the purpose of inspecting the same and for the purpose of performing any of the acts it is authorized to perform under the terms of any of the Credit Documents; provided, such inspection shall not unreasonably disturb business activities on the Property.

Landlord’s Authorized Representative. Landlord designates, as Landlord’s authorized representative (“Landlord’s Authorized Representative”), Maureen McCaffrey as the individual authorized by Landlord to approve on behalf of Landlord all plans, drawings and other matters for which the approval of Landlord is required or contemplated pursuant to this ES Work Letter. Tenant shall not be obligated to respond to or act upon any such item until such item has been initialed or signed or submitted in writing (as applicable) by Landlord’s Authorized Representative. Landlord may change Landlord’s Authorized Representative and/or name additional persons to serve as Landlord’s Authorized Representative (provided that Tenant may rely upon the authorization of any one of such persons) upon one (1) business day’s prior written notice to Tenant. Landlord agrees that Landlord’s Authorized Representative(s) shall be reasonably available to meet and consult with Tenant’s Authorized Representative in person (in the vicinity of the Property) or by phone (at the election of Tenant’s Authorized Representative) upon reasonable prior notice by Tenant.

“Generic Product” or “Generic Products” means, with respect to a particular Licensed Product Commercialized by Allena or any of its Affiliates or Sublicensees in a particular country, any product Commercialized by a Third Party (excluding a Sublicensee) in such country that:

“Orange Book” is defined in the definition of Generic Equivalent.

Notwithstanding the foregoing if there is a Third Party Generic Launch of any Product, then: # no Royalty Make Whole Payment shall be payable for any Make Whole Payment Commercial Year after the Make Whole Payment Commercial Year in which the Third Party Generic Launch occurs; and # the Minimum Unit Sales Commitment Shortfall for the Make Whole Payment Commercial Year in which the Third Party Generic Launch occurs, shall be calculated by prorating the Minimum Unit Commitment for such Make Whole Payment Commercial Year based upon the ratio that the total number of days during such Make Whole Payment Commercial Year prior to the Third Party Generic Launch bears to three hundred sixty- five (365).

“Generic Competition” has the meaning set forth in Section 11.9(c).

Authorized and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a number of Conversion Shares equal to the greater of: # 11,220,000 shares of Common Stock or # the sum of # the number of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) as of any issue date (taking into consideration any adjustments to the Conversion Price pursuant to Section 2 hereof or otherwise) multiplied by # one and a half (1.5) (the “Reserved Amount”). The Borrower represents that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable. The Borrower # acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion Shares issued as contemplated by [Section 1.4(f)] hereof, and # agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates or cause the Company to electronically issue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated by [Section 1.4(f)] hereof in accordance with the terms and conditions of this Note.

ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368), or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of Shares available in the Share Pool and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Award shall always be a whole number.