From the Amendment No. 5 Effective Date until the Maturity Date with respect to the Non-Extended Revolving Credit Facility, all Revolving Credit Loans shall be made on a pro rata basis between the Non-Extended Revolving Credit Facility and the Extended Revolving Credit Facility. On the Maturity Date with respect to the Non-Extended Revolving Credit Facility, if the conditions set forth in [Section 4.02(i) and (ii)])] are satisfied at such time, the Revolving Credit Loans of the Non-Extended Revolving Credit ​ shall be reallocated to the Extended Revolving Credit ​ ratably in accordance with their Pro Rata Share of the Extended Revolving Credit Commitments but in any case, only to the extent the sum of the Revolving Credit Loans of the Non-Extended Revolving Credit ​ and Extended Revolving Credit ​ plus the aggregate Outstanding Amount of all L/C Obligations and Swing Line Loans does not exceed the total Extended Revolving Credit Commitments at such time.

From the Amendment No. 4 Effective Date # this Amendment and the Existing Credit Agreement shall be construed as a single instrument and # each reference in the Existing Credit Agreement to “the Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import, and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby.

“Amendment No. 1” shall mean Amendment No. 1 to Amended and Restated Loan and Security Agreement, dated January 9, 2015, by and among Borrowers, Guarantors, Administrative Agent and Lenders, as amended, modified, supplemented, extended, renewed, restated or replaced.

“Amendment No. 6 Effective Date” shall mean November 17, 2022.

Amendment No. 01 to Warrant dated June 2, 2017, in substantially similar form to Exhibit H-1 hereto.

Given that the Parties have had the opportunity to draft, review, and edit the language of this Agreement, no presumption for or against any Party arising out of drafting all or any part of this Agreement will be applied in any action involving this Agreement. Accordingly, the Parties hereby waive the benefit of any federal, state or local law or regulation providing that in cases of uncertainty, language of a contract should be interpreted against the party who caused the uncertainty to exist. This Agreement is the product of a negotiated and bargained for exchange of mutual valuable consideration.

No Deductions from Payments. Except for the royalty adjustments set forth in Sections 4.15, as between the Parties, Denali is solely responsible for payment of any fee, royalty or other payment due to any Third Party in connection with the research, development, manufacture, distribution, use, sale, import or export of a Licensed Product, and Denali shall not have the right to offset any amounts paid to such Third Party, including fee, royalty or other payment, against any amount payable to ​ hereunder.

This Amendment No. 6 and each other agreement or instrument to be executed and delivered by the Borrowers and Guarantors pursuant hereto (collectively, together with this Amendment No. 6, the “Amendment Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each of the Borrowers and Guarantors which is a party hereto and thereto and, if necessary, their respective stockholders, members and managers and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of each of the Borrowers and Guarantors, as the case may be, contained herein and therein, constitute the legal, valid and binding obligations of each of the Borrowers and Guarantors, respectively, enforceable against them in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to

No Other Amendment. The terms of this Amendment No. 1 shall supersede and prevail over any conflicting provisions of the SPA. Except as amended hereby, and subject to the preceding sentence, all of the remaining terms of the SPA shall remain unchanged and in full force and effect.

This Amendment No. 4 may be executed in several counterparts and all so executed counterparts shall constitute one agreement, binding on both Parties hereto, notwithstanding that both Parties may not be signatories to the original or the same counterpart. For all purposes, duplicate unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining pages assembled as one document.