Survival of Licensee Agreements. In the event that: # [[Alector:Organization]] has entered into a Licensee Agreement consistent with the terms of this Agreement (including the provisions of [Section 3.2(b)(iii)] (Licensees)), which Licensee Agreement includes either # worldwide commercialization rights, or # commercialization rights for, at a minimum, ​; # this Agreement is terminated; and # such Licensee Agreement is in effect at the time of such termination; then such Licensee Agreement (including any sublicense of rights hereunder granted pursuant to such Licensee Agreement) will (at the election of the Licensee) survive such termination of this Agreement, and [Section 9.4(c)] (No Use of Program-Benefited Antibodies After Termination) shall not apply to such Licensee so long as the Licensee assumes all of [[Alector:Organization]]’s obligations hereunder with respect to the Optioned Antibodies covered by such Licensee Agreement to the extent such obligations and rights are applicable to activities of such Licensee following such termination (including those obligations set forth in [Section 2.3(b)] (Reports By [[Alector:Organization]]) and [Section 3.4] (Diligent Development and Commercialization)) and pays to [[Adimab:Organization]] all amounts that would have been due to [[Adimab:Organization]] from [[Alector:Organization]] as a result of Licensee’s activities after such termination (including those obligations set forth in Article 4 (Financial Terms)) and otherwise accepts [[Alector:Organization]]’s responsibilities hereunder, including those set forth in [Section 9.4] (Commitments Regarding Program-Benefited Antibodies) to the extent such obligations and rights are applicable to activities of such Licensee following such termination. If the Licensee elects for its License Agreement to survive, then upon request by either [[Adimab:Organization]] or such Licensee, [[Adimab:Organization]] and the Licensee will enter into appropriate agreements or amendments to the Licensee Agreement to reflect the provisions of this [Section 9.7] (Survival of Licensee Agreements). In such event, if [[Adimab:Organization]] and such Licensee cannot agree on the terms of such agreements or amendments, the same shall be determined pursuant to [Section 10.2(c)] (Arbitration), mutatis mutandis.

Survival and Prior Agreements. Furthermore, unless mutually agreed upon by the Parties, the Parties to this Agreement agree to keep the terms of this Agreement confidential, and to refrain from discussing this information with anyone outside of the Parties. For any Confidential Information or Proprietary Information disclosed under the terms of this Agreement, the Parties shall comply with the terms hereof, as well as the terms of the Mutual Non-Disclosure Agreement, between the Parties, which is attached hereto as Exhibit C, which may be extended from time to time, and made part of this Agreement, by incorporation herein by this reference. Nothing in this Agreement shall revoke or impair the confidentiality protection provided under the Mutual Non-Disclosure Agreement for Confidential Information or Proprietary Information disclosed prior to this Agreement or outside the subject matter of this Agreement. For the avoidance of doubt, this Section 7 in no way alters or impairs the obligations of confidentiality provided under the Mutual Non-Disclosure Agreement.

Survival of Representations, Warranties and Agreements. All representations and warranties of the Company and the holder hereof contained herein shall survive the Date of Grant, the exercise or conversion of this Warrant (or any part hereof) or the termination or expiration of rights hereunder. All agreements of the Company and the holder hereof contained herein shall survive indefinitely until, by their respective terms, they are no longer operative.

Survival of Warranties and Agreements. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Revolving Credit Commitments have not expired or terminated. The provisions of Sections 3.1, 3.2, 3.3, 5.2(f), 14.2, and 14.3 and Article XII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Credit Commitments or the termination of this Agreement or any provision hereof.

Survival of Agreements. The obligations and agreements of the Borrowers under this Section 10.7 shall survive the termination of this Agreement.

. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Financing Document shall be considered to have been relied upon by the Lenders and shall survive the making by the Lenders of the Loans, regardless of any investigation made by the Lenders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Undrawn Fees or any other amount payable under this Agreement or any other Financing Document is outstanding and unpaid and so long as the Commitments have not been terminated. The provisions of [Sections 2.4(d), 2.6, 5.9, 5.10, 10.4]4]4]4]4] and this [Section 10.18] shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Financing Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent or any Lender.

. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Financing Document shall be considered to have been relied upon by the Lenders and shall survive the making by the Lenders of the Loans, regardless of any investigation made by the Lenders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Undrawn Fees or any other amount payable under this Agreement or any other Financing Document is outstanding and unpaid and so long as the Commitments have not been terminated. The provisions of [Sections 2.4(d), 2.6, 5.9, 5.10, 10.4]4]4]4]4] and this [Section 10.18] shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Financing Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent or any Lender.

. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Financing Document shall be considered to have been relied upon by the Lenders and shall survive the making by the Lenders of the Loans, regardless of any investigation made by the Lenders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Undrawn Fees or any other amount payable under this Agreement or any other Financing Document is outstanding and unpaid and so long as the Commitments have not been terminated. The provisions of [Sections 2.4(d), 2.6, 5.9, 5.10, 10.4]4]4]4]4] and this [Section 10.18] shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Financing Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent or any Lender.

Survival of Representations, Warranties and Agreements. All representations, warranties and agreements contained herein shall survive the consummation of the transactions contemplated hereby and the termination of this Agreement.

Survival of Agreements. The obligations and agreements of the Borrowers under this Section 10.7 shall survive the termination of this Agreement.