Notwithstanding [Section 2.3.2(b)], from Gilead’s receipt of the Data Package until the expiration of the Option Period, Gilead may provide [[Agenus:Organization]] with written notice requesting then-existing additional information with respect to the Licensed Antibodies or applicable Licensed Products, or a discussion with [[Agenus:Organization]] representative(s) who have the relevant knowledge and information regarding the Licensed Antibodies or the applicable Licensed Products, reasonably required in order to understand such Data Package or to evaluate whether to exercise the Option (each, an “Information Request Notice”). [[Agenus:Organization]] shall use all reasonable efforts to provide such information or hold such discussion as promptly as practicable but in any event within ​ after receipt of such Information Request Notice. If the Information Request Notice is provided during the ​, to the extent that [[Agenus:Organization]] has not provided such information in any material respect or has failed to hold such discussion within the ​ period, Gilead shall notify [[Agenus:Organization]] thereof and the Option Period shall be extended by ​.

Notwithstanding [Section 2.3.2(b)], if, following delivery of a Data Package Request Notice, Gilead has not exercised the Option within the Option Early Exercise Review Period applicable to such Data Package Request Notice, then Gilead may submit a new Data Package Request Notice, in which case [Section 2.3.2(a)] shall apply to such new Data Package Request Notice.

Notwithstanding [Section 2.3.1], ​ during the period from the Effective Date until the first completed Phase 1b Clinical Trial of an Initial Licensed Product which meets the Clinical Trial Criteria, Gilead may provide written notice to [[Agenus:Organization]] requesting a Data Package (each, a “Data Package Request Notice”). Promptly, but in any event within ​ following receipt of such Data Package Request Notice, [[Agenus:Organization]] shall deliver to Gilead such Data Package. Beginning upon receipt of the ​ - Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Notwithstanding [Section 3.1(a)] hereof and the Grant Notice, but subject to [Section 3.1(b)] hereof, in the event of a Change in Control the Option shall be treated pursuant to [Sections 9.2 and 9.3]3] of the Plan.

Notwithstanding [Section 1.10(a)(i)] or [Section 1.10(b), (i)])] where an amount payable hereunder by the Canadian Borrower is receivable by a party not dealing at arm’s length with the Canadian Borrower for purposes of the Canadian Tax Act, # in the case of [Section 1.10(a)(i)], 747623848 06117932

Notwithstanding [Section 4.7(I)], and subject to either # all Lenders holding Loans and Commitments under this Agreement having approved this [Section 4.7(II)] (it being understood that all of the Lenders holding the Term B-6 Loans shall be deemed to have approved this [Section 4.7(II)]) and/or # all Loans or Commitments of any Non-Consenting Lenders of this [Section 4.7(II)] having been repaid and/or terminated, as applicable, then, notwithstanding anything to the contrary herein or in any other Loan Document, [Section 4.7(I)] shall be of no further effect and this [Section 4.7(II)] shall apply in its place:

Notwithstanding [Section 8.12(a)], the Parties acknowledge that the failure to comply with a covenant or obligation contained in this Agreement will give rise to irreparable injury to a Party inadequately compensable in damages. Accordingly, a Party may seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage (and without the requirement of posting a bond or other security).

Notwithstanding [Section 6.1I(1)], with respect to any LTIP Unit issued on or after February 23, 2016, and except as otherwise provided in connection with an agreement or other documentation entered into by the Partnership relating to the particular LTIP Unit, no Liquidating Gains will be allocated with respect to such LTIP Unit under [Section 6.1I(1)] as of any date unless and to the extent that the Liquidating Gains as of such date, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit and, in the case of any LTIP Unit issued after the date of the Agreement, reduced by the aggregate amount of depreciation realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. For purposes of performing the calculations in the preceding sentence, with respect to LTIP Units issued after the date hereof (or prior to the date hereof to the extent it does not adversely affect the rights of the Limited Partners in any material respect), the amount of Liquidating Gains shall be increased by the amount of any Net Realized Gain for the period since the issuance of such LTIP Unit and the amount of Liquidating Losses shall be increased by the amount of any Net Realized Loss for the period since the issuance of such LTIP Unit.

Notwithstanding [Section 8.09(a)], nothing contained in this [Section 8.09] shall prevent any Party from seeking and obtaining injunctive relief against the other Party’s activities in breach of this Agreement.

Notwithstanding [Section 5.6.1], each Party may disclose the Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following instances: