Direction. Wells Fargo Bank, N.A., in its capacities as Account Bank and Backup Servicer hereunder, is hereby authorized and directed by the Borrower and the Administrative Agent (on behalf of the Secured Parties) to execute and deliver this First Amendment ([Section 14.01(d)] of the Credit Agreement).

Licensor will confer with Licensee to develop a strategy for the prosecution and maintenance of Patent Rights. ​

Licensor will confer with Licensee to develop a strategy for the prosecution and maintenance of Patent Rights, and Licensor shall keep Licensee reasonably informed as to all material matters relevant to the patent filing and prosecution processes and decisional matters including a decision to change Prosecution Counsel relating to the Patent Rights. Licensor shall give due and reasonable consideration to any recommendations or requests made by Licensee concerning such patent filing and prosecution processes and decisional matters and Licensor will communicate with Licensee if it intends to reject any such recommendation or request, such rejection not to be unreasonably made. Without limiting the generality of the foregoing, Licensor will confer and, with respect to (ii)-(iv) below, agree in good faith with Licensee regarding # selecting or changing Prosecution Counsel; # the scope of claims to be included in such patent applications; # responses to inquiries and actions from the patent agencies; and # an action plan with respect to any challenges against the Patent Rights. Licensor will request that copies of all documents prepared by the Prosecution Counsel for submission to governmental patent offices be provided to Licensee for review and comment prior to filing, as well as all draft and final correspondence with patent agencies (including office actions and responses, claim amendments, actions on any of the applications or issued patents), and all material reports and analysis requested by Licensee and prepared by

Licensor will confer with Licensee to develop a strategy for the prosecution and maintenance of Patent Rights. With respect to prosecution activities occurring after the Effective Date of this Agreement, Licensor will request that copies of all documents received from government patent offices and foreign patent counsel and copies of all documents prepared by the Prosecution Counsel for submission to governmental patent offices be provided to Licensee for review and comment prior to filing, to the extent practicable under the circumstances. ​ If Licensee wishes to instruct Prosecution Counsel directly or change Prosecution Counsel, Licensee may request to do so by following the Licensor’s procedures for such. Licensor reserves in its sole discretion the ability to change Prosecution Counsel and to approve or disapprove any requested changes by Licensee. The Parties agree that they share a common legal interest to get valid enforceable patents and that Licensee will maintain as privileged all information received pursuant to this Section.

Direction. Neither Party will be subject to the supervisory direction of the other Party in regard to the conduct of the Trial.

Direction. Each of the Lenders party hereto (which collectively constitute the Required Lenders) hereby # authorizes and directs the Agent to execute and deliver this Sixth Amendment, and # acknowledges and agrees that # the foregoing directed action constitutes a direction from the Required Lenders under [Section 17] of the Term Loan Agreement, # [Sections 11.3, 17.3, 17.5, and 19.9]9]9]9] of the Term Loan Agreement and all other rights, protections, privileges, immunities, exculpations, and indemnities afforded to the Agent under the Loan Documents shall apply to any and all actions taken or not taken by the Agent in accordance with such direction, and # the Agent may conclusively rely upon (and shall be fully protected in relying upon) the Register in determining such Lender’s ownership of the Advances and unused Commitments on and as of the date hereof. Each undersigned Lender hereby severally represents and warrants to the Agent that, on and as of the date hereof, it is duly authorized to enter into this Sixth Amendment.

Licensor will apply for, prosecute, and maintain during the term of this Agreement, the Patent Rights in the United States and in the foreign countries listed in [Schedule 6.2] hereto. Licensor will confer with Licensee to develop a strategy for the prosecution and maintenance of Patent Rights. Licensor will request that copies of all documents prepared by the Prosecution Counsel for submission to governmental patent offices be provided to Licensee for review and comment prior to filing, to the extent practicable under the circumstances.

Prosecution. Unless otherwise agreed between the Parties, ​ shall, at its sole expense, control the Prosecution of all Patent Rights relating to Lead Biclonics, but that for clarity excludes [[Merus:Organization]] Patent Rights. Upon reasonable request of ​ shall, at ​ expense, reasonably cooperate with ​ in relation to such Prosecution. In particular in case of any interference, opposition, reexamination request, nullity proceeding, appeal or other interparty action, ​ shall review it with ​ as reasonably requested, and make employees of ​ available in any course of such interference, opposition, reexamination request, nullity proceeding, appeal or other interparty action for testimony, deposition or hearing, and ​ shall ​ in connection with such cooperation including ​ of its own employees.

Direction. To the extent not otherwise addressed in this Agreement, the Tax Matters Partner shall act at the direction of the Management Committee pursuant to [Section 7.2(c)] of the Agreement (as may be modified by Section 2.2 of this Exhibit C) with respect to any actions that it is permitted to take when acting in its capacity as the Tax Matters Partner, including without limitation # electing out of Subchapter C of Subtitle A, Chapter 63 under Section 6221(b) of the Code as amended by the Revised Partnership Audit Procedures, and # making the election under Section 6226 of the Code as amended by the Revised Partnership Audit Procedures to have the Members take tax adjustments into account on their own tax returns.

Direction. Each of the undersigned Lenders, constituting Required Lenders under the Credit Agreement, and the Origination Agent hereby authorizes the Administrative Agent to execute and deliver this Amendment and the other documents entered into in connection herewith on its behalf.