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 2.4(a)] above, each Lender may, by notice to any Borrower and Administrative Agent, request that its Loans to any Borrower be evidenced by a separate Note payable to such Lender for the account of its Lending Office, in which event the Note made by such Borrower pursuant to [Section 2.4(a)] above shall not include or evidence the Loans made by such Lender to such Borrower. Each such Note shall be modified to reflect the fact that it evidences solely Loans made by the applicable Lender. Any additional costs incurred by Administrative Agent, such Borrower or the Lenders in connection with preparing such a Note shall be at the sole cost and expense of the Lender requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Lender shall return such Note to the applicable Borrower.

Notwithstanding [Section 2.08(a)], Buyer and Seller agree that # the portion of the Purchase Price allocable to Marketing Assets shall be mutually agreed to no later than three (3) Business Days prior to the Closing Date (the “Agreed Marketing Asset Allocation”), # in no event shall the Allocation Schedule reflect an allocation of more than ten percent (10%) of the Purchase Price to Marketing Assets and # that each of Buyer and Seller shall file its respective IRS Forms 8594 and all federal, state and local Tax Returns in a manner consistent with the Agreed Marketing Asset Allocation (regardless of whether they otherwise agree to the Allocation Schedule specified in [Section 2.08(a)]).

Notwithstanding [Section 2.1(a)], the Holder may: # Transfer Covered Securities to one or more Affiliates # who is a party to an agreement with Parent with substantially similar terms as this Agreement or # if, as a condition to such Transfer, the recipient agrees in writing to be bound by this Agreement and delivers a copy of such executed written agreement to Parent prior to the consummation of such Transfer and # Transfer Covered Securities with the prior written consent of Parent (which consent may be granted or withheld by Parent in its sole discretion).

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 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 2.9.1.1], the Issuing Lender shall not be under any obligation to issue any Letter of Credit if # any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or # the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally.

Notwithstanding [Section 2.8(a)(i)], an Issuing Lender shall not be under any obligation to issue any Letter of Credit if # any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise

Notwithstanding [Section 2.1(a)], the Holder may: # Transfer Covered Securities to one or more Affiliates # who is a party to an agreement with Parent with substantially similar terms as this Agreement or # if, as a condition to such Transfer, the recipient agrees in writing to be bound by this Agreement and delivers a copy of such executed written agreement to Parent prior to the consummation of such Transfer and # Transfer Covered Securities with the prior written consent of Parent (which consent may be granted or withheld by Parent in its sole discretion).

Notwithstanding [Section 2.13(a) or 2.13(b)])], automatically after an Event of Default has occurred and is continuing under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i))])], the Borrower shall pay interest (“Default Interest”), except to the extent owed to a Defaulting Lender, with respect to all past due Eurodollar Loans at the rate per annum equal to 200 basis points above the otherwise applicable interest rate for such Eurodollar Loans for the then-current Interest Period until the last day of such Interest Period, and thereafter, and with respect to all past due Base Rate Loans and all other past due Obligations hereunder (other than Loans), at the rate per annum equal to 200 basis points above the otherwise applicable interest rate for Base Rate Loans.