Subject to [Section 9.7], each Lender irrevocably appoints [[Administrative Agent:Organization]] as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent.

Subject to [Section 9.6(c)] below, [[3D Medicines:Organization]] shall Commercialize the Licensed Products in the Field in the [[3D Medicines:Organization]] Territory under any trademark owned or Controlled by [[3D Medicines:Organization]] (the “[[3D Medicines:Organization]] Product Mark”); provided that, prior to finalizing any [[3D Medicines:Organization]] Product Mark, [[3D Medicines:Organization]] shall provide [[Aravive:Organization]] with such proposed trademark and related trade dress and shall reasonably consider in good faith [[Aravive:Organization]]’s comments with respect thereto. [[3D Medicines:Organization]] shall, and shall cause its Affiliates and Sublicensees to, use the [[3D Medicines:Organization]] Product Mark solely in connection with the Development, Manufacturing, and Commercialization of the Licensed Products in the Field in the [[3D Medicines:Organization]] Territory. [[3D Medicines:Organization]] shall own all rights in the [[3D Medicines:Organization]] Product Mark, and all goodwill in the [[3D Medicines:Organization]] Product Mark shall accrue to [[3D Medicines:Organization]]. [[3D Medicines:Organization]] shall register and maintain, at [[3D Medicines:Organization]]’ cost and expense, the [[3D Medicines:Organization]] Product Marks in the [[3D Medicines:Organization]] Territory.

Subject to [Section 9.14] and as a condition to the addition of an Asset as an Unencumbered Asset hereunder, # concurrently with the delivery of a certificate adding an Unencumbered Asset directly owned or leased by a Subsidiary of a Loan Party pursuant to [clause (i) above], or, # within ten days after the formation or acquisition of any new direct or indirect Subsidiary of a Loan Party that directly owns or leases an Unencumbered Asset, the Borrower shall cause each such Subsidiary to # duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of [Exhibit C] hereto, or such other guaranty supplement in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents and # deliver to the Administrative Agent supplements to [Schedules 4.01(b)] or 4.01(p) (or the factual information needed to update such Schedules) solely to the extent necessary due to any changes in factual matters specifically related to the addition of such Subsidiary or Subsidiaries as a Subsidiary Guarantor or the addition of such Asset (so long as such changes in factual matters shall in no event comprise a Default or an Event of Default).

Subject to [Section 9.05(f)], the Borrowers shall pay # if the Closing Date occurs, all reasonable and documented out-of-pocket expenses incurred by each Arranger, the Administrative Agent and their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole, and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the syndication and distribution (including via the Internet or through a service such as IntraLinks) of the Credit Facilities, in connection with the preparation, execution, delivery and administration of the Loan Documents and any related documentation, including in connection with any amendment, modification or waiver of any provision of any Loan Document (whether or not the transactions contemplated thereby are consummated, but only to the extent the preparation of any such amendment, modification or waiver was requested by the Administrative Borrower and except as otherwise provided in a separate writing between the Administrative Borrower, the relevant Arranger and/or the Administrative Agent) and # all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers, the Issuing Banks or the Lenders or any of their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made and/or Letters of Credit issued hereunder. Except to the extent required to be paid on the Closing Date, all amounts due under this paragraph # shall be payable by the Borrowers within 30 days of receipt by the Administrative Borrower of an invoice setting forth such expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request.

Subject to [Section 9.02(c)] below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Obligor or Obligors that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall # increase the Commitment of any Lender without the written consent of such Lender, # reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby (it being understood that the Administrative Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of [Section 2.13(d)] in accordance with the terms of such Section),

Subject to [Section 9.4(c)] below, [[3D Medicines:Organization]] shall have the right to brand the Licensed Products in the Field in the [[3D Medicines:Organization]] Territory with those trademarks of [[3D Medicines:Organization]] that are associated with [[3D Medicines:Organization]]’ name or identity (“[[3D Medicines:Organization]] Housemarks”). [[3D Medicines:Organization]] shall own all rights in the [[3D Medicines:Organization]] Housemarks, and all goodwill in the [[3D Medicines:Organization]] Housemarks shall accrue to [[3D Medicines:Organization]].

Subject to [Section 9.05(f)(ii)], after giving effect to the relevant assignment and to all other assignments to all Affiliated Lenders, the aggregate principal amount of all Term Loans then held by all Affiliated Lenders shall not exceed 25% of the aggregate principal amount of the Term Loans then outstanding (after giving effect to any substantially simultaneous cancellations thereof) (the “Affiliated Lender Cap”); provided that each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this clause (g)(iv) or any purported assignment exceeding the Affiliated Lender Cap (it being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate) by any Affiliated Lender or the provision of Additional Term Loans by any Affiliated Lender); provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellation thereof), the assignment of the relevant excess amount shall be null and void;

Subject to [Section 9.4.2(b)] and Section Error! Reference source not found., Fate shall be solely responsible for Manufacturing and supply to Janssen, and Janssen shall obtain from Fate, all of Janssen’s requirements of Pivotal Clinical Supplies and the Initial Commercial Supplies of the Licensed Product at the Compliant Commercial Manufacturing Facility. Within ​ days following the JMC’s determination, the Parties shall enter into a supply agreement setting forth the terms and conditions applicable to the Manufacture and supply of the Pivotal Clinical Supplies and Initial Commercial Supplies of the Licensed Product (the “Pivotal Clinical and Commercial Supply Agreement”) and a related quality agreement; provided, however, ​. The Pivotal Clinical and Commercial Supply Agreement shall be consistent with the terms of this Agreement, and shall contain reasonable and customary terms for agreements of its type and for this type of product (including forecasting and ordering requirements, delivery, process development, technology transfer, termination, procedures for non-conformance with specifications and non-compliance with Laws, audit and inspection (including of books of accounts and records by Janssen for the determination of the Cost of Goods) and indemnification), as well as the following terms:

Subject to [Section 9.02(c)] below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall # increase the Commitment of any Lender without the written consent of such Lender, # reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, # postpone the scheduled date of payment (including any mandatory prepayment) of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, # change [Section 2.17(b) or (c)])] in a manner that would alter the pro rata sharing of payments required thereby,

Subject to [Section 9.3(c)], Astellas shall be solely responsible for all costs incurred by or on behalf of either Party in performing their respective obligations under the Commercialization Plan except [ * ] (or [ * ] determined by the JCC), which shall be agreed between the Parties acting reasonably and in good faith [ * ], for its Co-Promotion activities as set forth in the Co-Promotion Agreement.