Conditional Subcontracting. Janssen may subcontract any of its Commercialization activities hereunder to any Third Party, provided that Janssen executes a written agreement with such Third-Party subcontractor that contains, in all material respects, the applicable obligations and covenants hereunder. Janssen shall be responsible for the performance of the subcontractor, and hereby warrants its compliance with the material terms hereof.

Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

Conditional Exercise. The Holder may exercise this Warrant conditioned upon (and effective immediately prior to) consummation of any transaction that would cause the expiration of this Warrant pursuant to [Section 8] by so indicating in the notice of exercise.

Conditional Warrants. If Borrower achieves the Interest-Only Extension I Milestone, Borrower shall immediately issue Warrants to Purchase Stock in favor of each Lender or such Lender’s Affiliates, in substantially the forms of Annex I and Annex II attached hereto.

This offer of employment is conditional upon completion, to the Company’s satisfaction, of the following background checks:

At the request of and as an accommodation to the Borrowers, subject to the terms and conditions set forth herein, including without limitation the conditions set forth in Sections 6 and 7 hereof, Agent and the Required Lenders hereby consent and agree that the Project Destiny Acquisition shall constitute a “Permitted Acquisition” for purposes of the Credit Agreement; provided that:

Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of Common Shares, or otherwise), such exercise may at the election of such Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

Prior to the approval of the Plan (as hereby amended and restated) by the stockholders of the Company, the Administrator may grant Options that are conditioned on such approval occurring no later than the 2020 annual meeting of the stockholders of the Company (“Conditional Awards”). If the stockholders of the Company fail to approve the Plan by the date of such annual meeting, then all Conditional Awards shall be automatically cancelled and immediately become null and void.

Conditional Subcontracting. A Party may subcontract any of its research and Development activities hereunder to any Third Party, provided that such Party executes a written agreement with such Third Party subcontractor that contains, in all material respects, the applicable obligations and covenants hereunder. A Party engaging any subcontractor shall be responsible for the performance of the subcontractor, and hereby warrants its compliance with the material terms hereof.

Conditional Benefits. For purposes of this Agreement, the “Conditional Benefits” to which the Executive may become entitled are as follows: