Subject to [Section 3.9(c)], commencing on the Termination Date of a Management Member, the Company may elect to repurchase all or any portion of the Incentive Units (or, if applicable, require that TopCo or Incentive Co repurchase all or any portion of the TopCo Incentive Interests or IncentiveCo Incentive Units) held by such Management Member or transferee(s) at a price per Unit equal to the lower of Original Cost (which for the avoidance of doubt may be zero dollars ($0.00)) or Fair Market Value (determined by the Board as of the Termination Date).

[Subject to [Section 3.03(b)] below, the Required] Lenders determine that for any reasonIf in connection with any request for a LIBOR Rate Loan or a [Conversion]conversion to or continuation thereof, # the Agent determines that ([i]A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, [(ii]or (B) (x) adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan[, or] or in connection with an existing or proposed Base Rate Loan and ([iii]y) the circumstances described in [Section 3.03(c)(i)] do not apply (in each case with respect to this clause (i), “Impacted Loans”), or # the Agent or the Required Revolving Lenders determine that for any reason the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Rate Loan, the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, # the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended (to the extent of the affected LIBOR Rate Loans or Interest Periods), and # in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Base Rate, the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Agent (or, in the case of a determination by the Required Revolving Lenders described in [clause (ii) of Section 3.03(a)], until the Agent ​upon [the ]instruction of the Required Revolving Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, [Conversion]conversion to or continuation of LIBOR Rate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that, will be deemed to have [Converted]converted such request into a request for a [Committed ]Borrowing of Base Rate Loans in the amount specified therein.

Subject to [Section 3.3(a)(ii)] below, Betta will have the final decision-making authority over ​; and

Subject to [Section 3.06] hereof, a Holder may transfer a Warrant to another Person by presenting to the Warrant Agent a written request therefor stating the name of the proposed transferee, accompanied by any certification, opinion or other document required by this Agreement. The Warrant Agent will promptly register any transfer that meets the requirements of this [Section 3.05] by noting the same in the Register maintained by the Warrant Agent for such purpose; provided that no transfer will be effective until it is registered in the Register. Prior to the registration of any transfer, the Company, the Warrant Agent and their agents will treat the Person in whose name the Warrant is registered as the owner and Holder thereof for all purposes, and will not be affected by notice to the contrary.

Subject to [Section 3.03(c)], no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

Subject to [Section 3.4(a)] during the Term, each Party shall not, and shall cause its Affiliates not to, directly or indirectly, # Develop, manufacture or Commercialize, or # authorize (by license or otherwise) any Third Party to Develop, manufacture or Commercialize, any Competing Product in the Field in the Collaborative Territory (a “Competing Program”). For clarity, it shall not be a violation of the requirements of this [Section 3.7] for a Party to Develop, manufacture or Commercialize a product other than an anti-CTLA-4 antibody where the label for such product directs that it be co-administered with a Third Party’s commercially available Competing Product, so long as such Party does not package such Competing Product with such product or otherwise Commercialize such Competing Product.

Subject to [Section 3.3] below, BMS hereby grants, and shall cause its Affiliates to grant, to Recipient and Recipient’s Affiliates a non-exclusive, worldwide (other than within the ​ or the ​ Territory), non-transferable (subject to [Section 13.10]), irrevocable, royalty-free license (with the right to sublicense solely pursuant to the terms of and subject to the limitations of [Section 3.3]) under the BMS Independent Patent Rights, BMS Technology and BMS Regulatory Documentation to seek Regulatory Approval of the Recipient Study Drug for use in a Combined Therapy in the Field, and, upon any such Regulatory Approval, to market and promote the Recipient Study Drug solely for use in a Combined Therapy in the Field in any manner that is consistent with the Regulatory Approval for the Recipient Study Drug. The right granted under this [Section 3.1(b)] includes a Right of Cross-Reference to the relevant BMS Regulatory Documentation solely to the extent necessary and solely for the purpose of obtaining Regulatory Approval outside the ​ and the ​ Territory in the Field for the Recipient Study Drug for use in a Combined Therapy based upon the Combined Therapy Clinical Trial (which right shall survive any expiration or termination of this Agreement). In such case, BMS shall reasonably cooperate with Recipient and make written authorizations and other filings with the applicable Regulatory Authority reasonably required to effect such Right of Cross-Reference. For avoidance of doubt, no rights are granted under this [Section 3.1(b)] for the ​ or the ​ Territory and no rights are granted except for use in a Combined Therapy (i.e., use of the Recipient Study Drug in combination with the BMS Study Drug) in the Field, with no rights being granted for the use of any other compound or therapeutic agent other than the Recipient Study Drug in combination with the BMS Study Drug.

Subject to [Section 3.03(2)] below, if the Administrative Agent (in the case of clause (1a) or (2b) below) or the Required Lenders (in the case of clause (3c) below) reasonably determine that for any reason in connection with any request for a LIBO Rate Loan or a conversion to or continuation thereof that US-DOCS\122695800.10

Subject to [Section 3.5(b)] and to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, each Advance shall be made upon Borrower’s irrevocable written notice delivered to [[HSBC:Organization]] in the form of a Notice of Borrowing, each executed by a Responsible Officer of Borrower or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. [[HSBC:Organization]] may rely on any telephone notice given by a person whom [[HSBC:Organization]] believes is a Responsible Officer or designee. Borrower will indemnify [[HSBC:Organization]] for any loss [[HSBC:Organization]] suffers due to such reliance.

Subject to [Section 3.3] below, Recipient hereby grants, and shall cause its Affiliates to grant, to BMS and BMS’ Affiliates a non-exclusive, worldwide (other than within the ​ or the ​ Territory) non-transferrable (subject to [Section 13.10]), irrevocable, royalty-free license in the Field (with the right to sublicense solely pursuant to the terms of and subject to the limitations of [Section 3.3]) under the Recipient Independent Patent Rights, Recipient Technology and Recipient Regulatory Documentation to seek Regulatory Approval of the BMS Study Drug for use in a Combined Therapy in the Field, and, upon any such Regulatory Approval, to market and promote the BMS Study Drug solely for use in a Combined Therapy in the Field in any manner that is consistent with the Regulatory Approval for the BMS Study Drug. The right granted under this [Section 3.2(b)] includes a Right of Cross-Reference to the relevant Recipient Regulatory Documentation solely to the extent necessary and solely for the purpose of obtaining Regulatory Approval outside the ​ or the ​ Territory in the Field in the Territory for the BMS Study Drug for use in a Combined Therapy based upon the Combined Therapy Clinical Trial (which right shall survive any expiration or termination of this Agreement). In such case, Recipient shall reasonably cooperate with BMS and make written authorizations and other filings with the applicable Regulatory Authority reasonably required to effect such Right of Cross-Reference. For avoidance of doubt, no rights are granted under this [Section 3.2(b)] for the ​ or the ​ Territory or outside of the Field and no rights are granted except for use in a Combined Therapy (i.e., use of the BMS Study Drug in combination with the Recipient Study Drug) in the Field, with no rights being granted for the use of any other compound or therapeutic agent other than the BMS Study Drug in combination with the Recipient Study Drug.