Other Defaults. The breach by any Borrower or any Subsidiary Guarantor (other than a breach which constitutes a Default under another provision of this [Section 8.1]) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 30 days after the earlier of # the date on which any Authorized Officer has actual knowledge thereof and # the receipt of written notice from any Agent or the Required Lenders.

Other Defaults. Any [[Loan Party:Organization]] fails to perform or observe any other covenant or agreement (not specified in [Section 8.01(a) or (b)])] above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after the earlier of written notice from the [[Administrative Agent:Organization]] or knowledge of a Responsible Officer; or

No Other Waiver. The execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall not be deemed to be a waiver of any Default or Event of Default (other than the Existing Defaults), whether or not known to Lender and whether or not existing on the date of this Amendment.

Indemnification/No Waiver. The undersigned agrees to indemnify and hold harmless the Company and its officers, directors, managers, employees, affiliates or agents (collectively, the “Indemnified Parties”) from and against any and all claims, loss, damage, or liability (including costs of investigation, defense and attorneys’ fees) due to or arising out of their reliance upon the undersigned’s representations contained herein. If the undersigned later makes a claim against any of the Indemnified Parties that is inconsistent with its representations in this Subscription Agreement, then the undersigned will be in breach of this Subscription Agreement and will be liable for any damages the Indemnified Parties suffer as a result of such breach, including the cost of a successful defense of a lawsuit of the kind discussed herein. Notwithstanding any other representations, warranties, acknowledgments or agreements made herein by the undersigned, including the foregoing indemnification covenant, the undersigned does not thereby or in any other manner waive any rights granted to him, her or it under federal or state securities laws.

No Implied Waiver. Any failure by either party to enforce any of the terms and provisions of this Agreement shall not be considered a continuing waiver of that party's right thereafter to enforce such terms and provisions. No provision of this Agreement shall be deemed waived unless such waiver is in writing signed by both parties.

No Implied Waiver. No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. Any waiver of any of the obligations in this Agreement must be in writing from a member of the ​ Operating Committee (or its equivalent). A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

The JN Biosciences Agreement is in full force and effect, and there are no defaults or threatened defaults under, and no disputes between Abmuno and JN Biosciences with respect to, the JN Biosciences Agreement. Abmuno has provided Arcus with a true and complete (other than redacted financial terms) copy of the JN Biosciences Agreement, including, without limitation, any and all amendments and side letters related thereto; and

No Default shall have occurred and be continuing or would result from the making of the Initial First-Out Loan on the Initial First-Out Loan Borrowing Date, in each case other than the Specified Defaults (as defined in the Forbearance Agreement and hereafter referred to as the “Specified Term Defaults”).

No Waiver; Cumulative Remedies; Enforcement. No failure on the part of any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided in this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with [Sections 7.02, 7.03 and 7.04]4]4] for the benefit of all ​; provided, however, that the foregoing shall not prohibit # the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, # any Lender from exercising setoff rights in accordance with [Section 7.05] (subject to the terms of [Section 2.12]), or # any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then # the Majority ​ shall have the rights otherwise ascribed to the Administrative Agent pursuant to [Sections 7.02, 7.03 and 7.04]4]4] and # in addition to the matters set forth in [clauses (b) and (c)])] of the preceding proviso and subject to [Section 2.12], any Lender may, with the consent of the Majority ​, enforce any rights and remedies available to it and as authorized by the Majority ​.

No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.