Opt-Out. After FATE exercises the CDCC Option, FATE shall have the right to terminate its rights and obligations to co-Develop and co-Commercialize ​ in its entirety (each, an "Opt-Out" and the applicable country (in the case of the U.S.) or region (in the case of Europe) in (A), (B) or (C), the "Opt-Out Territory") on at least ​ days written notice to ONO; provided that such Opt-Out will be effective upon ​ (the "Opt-Out Effective Date"). Upon the Opt-Out Effective Date, the Parties will conduct all activities necessary to transition all responsibilities of FATE with respect to the Development and Commercialization (but not manufacture) of ​ in the Opt-Out Territory to ONO, which may include ​. Following the Opt-Out Effective Date, # the license granted by FATE to ONO shall become exclusive in the Opt-Out Territory pursuant to Section 5.1.3 (License upon Exercise of ONO Option ​), and # all the obligations of FATE, and all the rights and obligations of ONO, in the Opt-Out Territory shall be exercised or performed by FATE or ONO, as applicable, as if they are in the ONO Territory where an exclusive license is granted pursuant to Section 5.1.3 (License upon Exercise of ONO Option ​) hereof. Without limiting the foregoing, following the Opt-Out Effective Date, # the Parties will no longer share applicable costs and profits and losses for the Opt-Out Territory, and ONO shall be solely responsible, at

Certain Licensed Technology ​ during the Agreement Term pursuant ​. For any ​ pursuant to which ​, CRISPR will use Commercially Reasonable Efforts to ensure that ​ with the same ​ (including the right for Vertex ​) ​ would be ​ and ​ other potential or actual ​. For clarity, with respect to ​. If CRISPR is ​, # CRISPR will so notify Vertex, and the Parties will ​ and # CRISPR will not ​.

Term Opt-out of Prepayment. With respect to each prepayment of Term Loans required pursuant to ‎[Section 2.05(b)(i)] or ‎(ii), (A) each Lender of Term Loans will have the right to refuse such offer of prepayment by giving written notice of such refusal to the Administrative Agent within one (1) Business Day after such Lender’s receipt of notice from the Administrative Agent of such offer of prepayment (“Declined Proceeds”) (in which case the Borrower shall not prepay any Term Loans of such Lender on the date that is specified in clause ‎(B) below), # the Borrower will make all such prepayments not so refused upon the fourth Business Day after delivery of notice by the Borrower pursuant to ‎[Section 2.05(b)(vi) and (A)])] any Declined Proceeds may be retained by the Borrower.

Term Opt-out of Prepayment. With respect to each prepayment of Term Loans required pursuant to ‎[Section 2.05(b)(i)] or ‎(ii), (A) each Lender of Term Loans will have the right to refuse such offer of prepayment by giving written notice of such refusal to the Administrative Agent within one (1) Business Day after such Lender’s receipt of notice from the Administrative Agent of such offer of prepayment (“Declined Proceeds”) (in which case the Borrower shall not prepay any Term Loans of such Lender on the date that is specified in clause ‎(B) below), # the Borrower will make all such prepayments not so refused upon the fourth Business Day after delivery of notice by the Borrower pursuant to ‎[Section 2.05(b)(vi) and (A)])] any Declined Proceeds may be retained by the Borrower.

Opt-Out. Notwithstanding the foregoing provisions of this Section 2.3 (In-License Agreements), CANbridge may elect ​ and, thereafter, CANbridge shall have no obligation to ​ under such New In-License Agreement with respect to such Products, other than any such payments that had accrued prior to such election.

At any time prior to the third (3rd) anniversary of the First Commercial Sale of the first Shared Product in the Profit Share Territory, Relay has the right, at its sole discretion, to opt-out of further participation in co-funding Development and Commercialization activities for the Shared Products with respect to the Profit Share Territory by providing Licensee with written notice thereof, which election will become effective on the first day of the first Calendar Quarter that begins on or after the ​ anniversary of the date of such election (the “Opt-Out Date”) for the remainder of the Term (the “Opt-Out Right”). As of the Opt-Out Date and continuing for the remainder of the Term, # all Shared Products will automatically become Lead Royalty Products, # Licensee will be solely responsible for all Development Costs, Launch Costs and Commercialization costs for all Licensed Products in the Territory incurred thereafter, # Licensee will continue to comply with its diligence obligations in Section 3.6 and # Licensee will provide the reports in accordance with Sections 3.9.

ITEOS Opt-Out Right. Subject to [Section 6.7.3] (Effects of Opt-Out), at any time during the Term, ITEOS may provide GSK with written notice indicating that ITEOS elects, in its discretion, not to Commercialize with GSK the Licensed Products in the Profit-Sharing Territory in accordance with the Joint Commercialization Plan and the requirements of this Agreement or share Development Costs or Pre-Tax Profit or Loss under this Agreement (such notice, an “Opt-Out Notice”). For the avoidance of doubt, any Opt-Out Notice shall terminate ITEOS’s right to both Commercialize and provide Medical Affairs activities in the Profit-Sharing Territory.

Term Lender Opt-Out. With respect to any prepayment of Initial Term Loans and, unless otherwise specified in the documents therefor, other Term Loan Tranches pursuant to [Section 2.05(b)(ii) or (iii)])], any Appropriate Lender, at its option (but solely to the extent the Borrower elects for this clause (c) to be applicable to a given prepayment, other than in connection with any Refinancing Notes or any Specified Refinancing Term Loans), may elect not to accept such prepayment as provided below. The Borrower may notify the Administrative Agent of any event giving rise to a prepayment under [Section 2.05(b)(i), (ii) or (iii)])])] at least five Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment that is required to be made under [Section 2.05(b)(ii) or (iii)])] (the “Prepayment Amount”). The Administrative Agent will promptly notify each Appropriate Lender of the contents of any such prepayment notice so received from the Borrower, including the date on which such prepayment is to be made (the “Prepayment Date”). Any Appropriate Lender may (but solely to the extent the Borrower elects for this clause (c) to be applicable to a given prepayment) decline to accept all (but not less than all) of its share of any such prepayment (any such Lender, a “Declining Lender”) by providing written notice to the Administrative Agent no later than four Business Days after the date of such Appropriate Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If any Appropriate Lender does not give a notice to the Administrative Agent on or prior to such fourth Business Day informing the Administrative Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. On any Prepayment Date, an amount equal to the Prepayment Amount minus the portion thereof allocable to Declining Lenders, in each case for such Prepayment Date, shall be paid to the Administrative Agent by the Borrower and applied by the Administrative Agent ratably to prepay Term Loans under the Term Loan Tranches owing to Appropriate Lenders (other than Declining Lenders) in the manner described in [Section 2.05(b)] for such prepayment. Any amounts that would otherwise have been applied to prepay Term Loans, New Term Loans or Specified Refinancing Term Loans owing to Declining Lenders shall be retained by the Borrower (such amounts, “Declined Amounts”).

Term Opt-out of Prepayment. With respect to each prepayment of Term Loans required pursuant to [Section 2.05(b)(i), (ii) or (iii), (A)])])])] the Borrower will, not later than the date specified in [Section 2.05(b)(v)] for offering to make such prepayment, give the Administrative Agent written or emailed notice requesting that the Administrative Agent provide notice of such offer of prepayment to each Lender of Term Loans, # the Administrative Agent shall provide notice of such offer of prepayment to each Lender of Term Loans, # each Lender of Term Loans will have the right to refuse such offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower no later than two (2) Business Days prior to the date of such prepayment (any Lender that does not so notify the Administrative Agent within the aforementioned timeframe shall be deemed to have accepted such prepayment) (and the Borrower shall not prepay any Term Loans of such refusing Lender on the date that is specified in [clause (D)] below), # the Borrower will make all such prepayments not so refused on the fourth Business Day after delivery of (and, in any event, after the deadline for the delivery of) notice by the Borrower pursuant to [Section 2.05(b)(v) and (E)])] any prepayment refused by

Term Loan Opt-Out. With respect to any prepayment of Term Loans pursuant to [Section 2.05(b)], other than a mandatory prepayment with the proceeds of Permitted [[Organization A:Organization]] Agreement Refinancing Indebtedness incurred pursuant to [Section 7.02(o)], any Term Lender, at its option, may elect not to accept such prepayment. Upon receipt by the Administrative Agent of any such prepayment of Term Loans, the amount of the prepayment that is available to prepay the Term Loans (the "Prepayment Amount") shall be deposited in a cash collateral account on terms reasonably satisfactory to the Administrative Agent and the Borrower, pending application of such amount on the Prepayment Date as set forth below and promptly after the date of such receipt, the Administrative Agent shall notify the applicable Term Lenders of the amount available to prepay the Term Loans and the date on which such prepayment shall be made (the "Prepayment Date"). Any Lender declining such prepayment (a "Declining Lender") shall give written notice to the Administrative Agent before 11:00 a.m. on the Business Day immediately preceding the Prepayment Date. On the Prepayment Date, an amount equal to that portion of the Prepayment Amount accepted by the applicable Term Lenders other than the Declining Lenders (such Lenders being the "Accepting Lenders") to prepay Term Loans owing to such Accepting Lenders shall be withdrawn from the applicable cash collateral account and applied ratably to prepay Term Loans owing to such Accepting Lenders in the manner described in [Section 2.05(b)] for such prepayment. Any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders ("Declined Amounts") shall be applied as directed by the Borrower.