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 2.8] and Article 4 hereof, unless otherwise prohibited by applicable law or regulation, the Committee may, in its sole discretion, determine that all Stock Options then held by a Participant shall become fully exercisable (subject to the expiration provisions otherwise applicable to the Stock Option) and all Restricted Stock Awards shall be fully earned and vested immediately.

Notwithstanding [Section 2.9.1.1], the Issuing Lenders 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 compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good faith deems material to it, or # the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally.

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

Notwithstanding [Section 2.5] of the 2016 POP, the continuous service requirements of the 2016 POP shall be applied to Grantee’s Awards as hereafter provided and [Section 2(iii)] of all applicable Award Agreements is hereby replaced in its entirety with the following:

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 2.6] of the 2016 POP, the change of control provisions of the 2016 POP shall be applied to Grantee’s Awards as hereafter provided and [Section 2(iv)] of all applicable Award Agreements is hereby replaced in its entirety with the following:

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, in each such case, 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 2.3.1], ​ 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.