Affiliates. Wherever used in this Agreement, the term “Affiliate” means, in respect to any person or entity, any other person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the first person or entity.

Extension. Each undersigned lender other than the lender listed on [Schedule I] hereto (such lender, the “Non-Extending Lender” and each other lender party hereto, an “Extending Lender” and together, the “Extending Lenders”) hereby agrees to amend the Credit Agreement to extend, effective on the Amendment Effective Date, the Termination Date under the Credit Agreement in respect of such Extending Lender’s Commitment for one year to December 7, 2023 and by their acceptance hereof the Borrowers hereby confirm that the conditions set forth in [Section 2.19(b)(i) and (ii)])] of the Credit Agreement are satisfied as to such extension. For the avoidance of doubt, the Termination Date under the Credit Agreement with respect to the Non-Extending Lender’s Commitment shall be the “Termination Date” under the Credit Agreement as in effect immediately prior to the Amendment Effective Date and the Non-Extending Lender is party to this Amendment solely for purposes of consenting to the amendments set forth in Section 3 below and not for purposes of this Section 2.

Extension. BRPA shall take all actions necessary to obtain the approval of the BRPA Stockholders to extend the deadline for BRPA to consummate its initial Business Combination beyond December 23, 2020 to April 23, 2021 (such extension, the “Extension”, and such approval of the BRPA Stockholders of the Extension, the “Extension Approval”).

Extension. Subtenant shall have the option to extend (the “Option”) the Term for an additional period of one (1) year (the “Extension Period”) upon all terms and conditions of the Sublease, except that Subtenant shall have no further right to extend the Term, and the Base Rent shall be increased to the amounts provided for herein. The Option may be exercised only by Subtenant giving Sublandlord irrevocable and unconditional written notice thereof no later than nine (9) months before the commencement of the Extension Period; provided, however, only if Sublandlord intends to occupy the Sublet Portion upon expiration of the initial Term of this Sublease, then Sublandlord may nullify Subtenant’s exercise of the Option by written notice given to Subtenant within thirty (30) days of Subtenant’s exercise of the Option. Said exercise shall, at Sublandlord’s election, be null and void if Subtenant is in default under the Sublease at the date of said notice or at any time thereafter and prior to commencement of the Extension Period. If Subtenant shall fail to exercise the Option in accordance with the terms hereof, said Option shall terminate and be null and void. If Sublandlord shall fail to nullify said exercise within the period set forth above, Sublandlord’s nullification right shall terminate and be null and void. Subtenant’s exercise of the Option shall not operate to cure any default by Subtenant of any of the terms or provisions in this Sublease, nor to extinguish or impair any rights or remedies of Sublandlord arising by virtue of such default. If the Sublease or Subtenant’s right to possession of the Sublet Portion shall terminate in any manner whatsoever before Subtenant shall exercise the Option, or before the commencement of the Extension Period, or if Subtenant shall have assigned the Sublease or subleased all or any portion of the Sublet Portion before Subtenant shall have exercised the Option, then immediately upon such termination, sublease or assignment, the Option shall simultaneously terminate and become null and void. If the Term of the Sublease shall terminate for any reason prior to the expiration of the initial Term, then the Option shall become null and void, whether or not it has been previously exercised. Time is of the essence of this provision. The Extension Period shall be upon all the same terms and conditions of the Sublease except the Base Rent for the Extension Period shall increase by two and fifty hundredths percent (2.50%) over Base Rent payable in the last month of the initial Term.

Each Party may perform any of its Manufacturing and supply obligations under this Agreement through one or more Third Parties, provided that # such Party remains responsible for the work allocated to, and payment to, such Third Party to the same extent it would if it had done such work itself; # the Third Party undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information that are substantially the same as those undertaken by the Parties with respect to Confidential Information pursuant to Article 15 hereof; and # the Third Party undertakes in writing to assign or exclusively license back (with the right to sublicense) all intellectual property with respect to Research Candidates, Development Candidates and Products developed in the course of performing any such Manufacturing to such Party. In addition to the foregoing, in each agreement with a Third Party relating to Manufacturing or supply obligations that relates solely to such Research Candidate, Development Candidate or Product and not to other products, SGI will use commercially reasonable efforts to ensure that such agreement is freely assignable to Unum if this Agreement terminates. Each Party may also subcontract Manufacturing work on terms other than those set forth in this Section 9.9(a), with the prior approval of the JSC.

Extension Right. Tenant shall have 1 right (the “Extension Right”) to extend the term of this Lease for 3 years (the “Extension Term”) on the same terms and conditions as this Lease (other than with respect to Base Rent and the Work Letter) by giving Landlord written notice of its election to exercise each Extension Right at least 9 months prior to the expiration of the Base Term of the Lease.

Extension Right. Section 39 of the Lease is hereby deleted and replaced in its entirety with the following:

Extension; Waiver. At any time prior to the Closing, any party hereto may, to the extent legally allowed, # extend the time for the performance of any of the obligations or other acts of the other Parties,

Extension Options. Landlord hereby grants to Tenant two (2) consecutive options to extend the Term (each, an “Extension Option” and collectively, the “Extension Options”) for successive periods of five (5) years each (each, an “Extension Term”) commencing on the first day following the Expiration Date, on the terms and subject to the conditions set forth in this Paragraph; provided, however, that # an Extension Option shall be exercised, if at all, only with respect to the entire Premises; # the second Extension Option may be exercised only if the first Extension Option has been duly exercised; and # if Tenant is in monetary or material non-monetary default beyond applicable notice and cure periods under any of the terms, covenants or conditions of this Lease either at the time Tenant exercises an Extension Option or upon the commencement of the applicable Extension Term, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate such Extension Option and to unilaterally nullify Tenant’s exercise of such Extension Option, in which event this Lease shall expire on the Expiration Date, unless sooner terminated pursuant to the terms hereof, and Tenant shall have no further rights under this Lease to renew or extend the Term.

Extension Rights. Tenant shall have 2 consecutive rights (each, an “Extension Right”) to extend the term of this Lease for 1 year each (each, an “Extension Term”) on the same terms and conditions as this Lease (other than with respect to Base Rent) by giving Landlord written notice of its election to exercise each Extension Right at least 6 months prior, and no earlier than 9 months prior, to the expiration of the Base Term of the Lease or the expiration of any prior Extension Term.

Extension Right. Section 39 of the Lease is hereby deleted and replaced in its entirety with the following:

Regulatory Extension. A Holder’s Option Agreement may provide that if the exercise of the Option following the termination of the Holder’s status as a Service Provider would be prohibited at any time solely because the issuance of shares would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (in the expiration of the term of the Option set forth in Section 8 hereof or # the expiration of a period of three (3) months after the termination of the Holder’s status as a Service Provider during which the exercise of the Option would not be in violation of such registration requirements.

Extension Request. The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as agreed to by the Administrative Agent) prior to the date on which Lenders under the Existing Term Loan Tranche or Existing Revolver Tranche, as applicable, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this [Section 2.18]. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Term Loans or any of its Revolving Credit Commitments amended into Extended Revolving Credit Commitments, as applicable, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and any Revolving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of its Revolving Credit Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Revolving Credit Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, which it has elected to request be amended into Extended Term Loans or Extended Revolving Credit Commitments, as applicable, (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, in respect of which applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable, requested to be extended pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, as applicable, subject to Extension Elections shall be amended to Extended Term Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, included in each such Extension Election.

Extension; Waiver. At any time prior to the Effective Time, the parties hereto, may, # by action taken or authorized by the ​ Board and approved by the Bank, extend the time for the performance of any of the obligations or other acts of the other parties hereto, # waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and # waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. Such extension or waiver shall not be deemed to apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any agreement or condition, as the case may be, other than that which is specified in the extension or waiver. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise of any such right, or any abandonment or discontinuance of steps to enforce such right, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.

Transactions with Affiliates. Enter into any transaction of any kind involving aggregate consideration in excess of $5,000,000 with any Affiliate of any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to such Borrower or such Restricted Subsidiaries as would be obtainable by such Borrower or such Restricted Subsidiaries at such time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to:

ACADIA may also grant sublicenses under the Neuren IP to any of its Affiliates, will cause any Affiliate to comply with any of the terms and conditions required for ACADIA to comply with this Agreement, and will remain responsible for performance by any Affiliate of ACADIA of any obligation of ACADIA under this Agreement. Any such sublicense will terminate immediately upon the relevant party ceasing to be an Affiliate of ACADIA.

Transactions with Affiliates. Borrower will not, and will not permit Parent or any other Subsidiary of Parent to, directly or indirectly, enter into or permit to exist any transaction with any Affiliate of Parent or any of its Subsidiaries except for: