Funding. Subject to [Section 6.2.5 and 7.5]5], the Parties will share all Development Costs for the Development (excluding for clarity any Development activities conducted under any Collaboration Program and any activities conducted in connection with Commercialization and Launch Preparation Activities) of # solely as of the Option Closing Date, if applicable, the [[Unknown Identifier]] Compounds and [[Unknown Identifier]] Products (“[[Unknown Identifier]] Development Costs”) and # the WRN Compounds and WRN Products (“WRN Development Costs”), whether incurred by GSK or its Affiliates or IDEAYA or its Affiliates in the Territory after the Option Closing Date or the completion of the WRN Program, respectively, in each case in accordance with the applicable Development Plan and Development Budget, and in each case with GSK bearing eighty percent (80%) and IDEAYA bearing twenty percent (20%). For clarity, the Development Costs shared under the preceding sentence include Development Costs incurred in the conduct of any pre-clinical or clinical Development activities regarding a combination of a [[Unknown Identifier]] Compound, [[Unknown Identifier]] Product, WRN Compound or WRN Product, on the one hand, and a compound or product Controlled by GSK or its Affiliate (other than by way of this Agreement), on the other hand (e.g., a GSK PRMT Product). Sharing of WRN Development Costs and [[Unknown Identifier]] Development Costs shall be managed in accordance with [Section 7.3]. For further clarity, it is not expected that IDEAYA or its Affiliates will incur any [[Unknown Identifier]] Development Costs or WRN Development Costs except as set forth in the final sentence of [Section 6.2.1].

Funding. In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of # the Federal Funds Effective Rate or # a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to the Growth Capital Advances, on demand, from Borrower.

Funding. Each of such Originator and its Restricted Subsidiaries and, with respect to any Plan which is subject to Title IV of ERISA, each of its ERISA Affiliates, have made full and timely payment of all amounts # required to be contributed under the terms of each Plan and applicable law, and # required to be paid as expenses (including PBGC or other premiums) of each Plan, where the failure to pay such amounts (when taken as a whole, including any penalties attributable to such amounts) would have a Material Adverse Effect. Such Originator is not subject to any liabilities with respect to post-retirement medical benefits in any amounts which, together with all other liabilities referred to in this [Section 2.1(w)] (taken as a whole), would have a Material Adverse Effect if such amounts were then due and payable.

EForm of Licensee Instruction Letter

Company Instruction on Non-Disparagement. The Company agrees to instruct its executive officers and board of directors to not make any statements that are professionally or personally disparaging about, or adverse to you. You understand and agree that the Company’s sole obligation hereunder is to provide such instructions, and should an instructed individual violate such instruction, the Company shall not be liable, nor shall such violation relieve or release you from any of your obligations under this Agreement.

“Instruction Letter” is defined in [Section 3.4].

acting upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that the L/C Issuer in good faith believes to have been given by a Person authorized to give such instruction or request;

Re: Trust Account - Extension Notification/Redemption Withdrawal Instruction Letter

Section # Janssen Instruction. Promptly following the Closing, the Seller and the Buyer shall deliver to Janssen an instruction letter, in the form attached hereto as Exhibit C (the “Instruction Letter”), duly executed by the Seller and the Buyer, notifying Janssen that the Royalty has been sold to the Buyer and instructing Janssen to pay the Royalty and deliver the Royalty Reports and any other Product Information to the Buyer.

“Escrow Instruction Letter” has the meaning assigned thereto in the Custodial Agreement.