Common use of Board Representation Rights Clause in Contracts

Board Representation Rights. (a) At or upon completion of the Second Closing and provided that PDL BioPharma Inc., fully exercises its Purchase Right, the board of directors of the Company shall take all actions necessary to cause Xxxxxxxxx Xxxxxx (in such capacity, the “PDL BioPharma Director” and together with any successors or other directors designated by PDL BioPharma, Inc. pursuant to this Section 8.9, the “PDL BioPharma Directors”) to be appointed to the board of directors of the Company as a class I director. Additionally, at or prior to the Second Closing, Xxxx Xxxx, Ph.D. shall be appointed as a non-voting observer to the board of directors of the Company (in such capacity, the “PDL BioPharma Observer”). (b) From and after the Second Closing Date and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, for as long as PDL BioPharma, Inc. beneficially own at least 12.5% of the total number of outstanding shares of Common Stock, PDL BioPharma, Inc. shall have the exclusive right (but not the obligation), to designate to the board of directors, one PDL BioPharma Director and one PDL BioPharma Observer. (c) The Company and the board of directors of the Company shall consider in good faith designating the PDL BioPharma Director to committees of the board of directors. (d) Following the Second Closing and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, the Company shall take all actions within its power to cause any designee designated pursuant to this Section 8.9 to be included in the slate of nominees recommended by the board of directors of the Company to the holders of Common Stock for election as directors at each meeting of the stockholders of the Company called for the purpose of electing directors (and/or in connection with any election by written consent) and the Company shall use commercially reasonable efforts to cause the election of each such designated PDL BioPharma Directors, including (i) voting or providing a written consent or proxy with respect to Common Stock, and soliciting proxies in favor of the election of such nominees, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing required agreements and instruments, (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) for so long as PDL BioPharma, Inc. retain the rights described under this Section 8.8, not nominating or recommending the election of any other candidates against or in replacement of such designated PDL BioPharma Directors. (e) Each PDL BioPharma Director and PDL BioPharma Observer designated pursuant to this Section 8.9 shall serve until his or her successor is designated or his or her earlier death, disability, resignation or removal; any vacancy or newly created directorship in the position of an PDL BioPharma Director may be filled only by PDL BioPharma, Inc., subject to the fulfillment of the requirements set forth in Section 8.9; and each PDL BioPharma Director and PDL BioPharma Observer may, during his or her term of office, be removed at any time, without cause, by and only by PDL BioPharma, Inc. and with respect to the PDL BioPharma Director, with cause in accordance with the Delaware General Corporation Law, and with respect to the PDL BioPharma Observer, with cause as determined by a majority of the members of the Board of Directors. (f) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, and following any such PDL BioPharma Director’s death, disability, resignation or removal, such PDL BioPharma Director shall be entitled to all rights to indemnification and exculpation as are then made available to any other member of the board of directors of the Company. (g) During any period in which the Mutual Non-Disclosure Agreement, dated February 20, 2019, by and between the Company and PDL BioPharma, Inc. (the “Nondisclosure Agreement”) is not in effect, prior to the PDL Biopharma Observer’s attendance of any meeting of the Company’s board of directors or a committee thereof, the PDL Biopharma Observer will enter into a form of Observer Agreement in a form reasonably acceptable to the Company and PDL BioPharma, Inc. (the “Observer Agreement”). The Observer Agreement will provide, among other things, that the PDL BioPharma Observer shall agree to hold in confidence all information provided to the PDL BioPharma Observer by the Company or its representatives. Notwithstanding anything in this Agreement, the Nondisclosure Agreement or the Observer Agreement, the Board, or applicable committee of the Board, reserves the right in its sole discretion to exclude the PDL BioPharma Observer from any meeting of the Board or committee as applicable, or any portion thereof. (h) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, the Company shall furnish PDL BioPharma, Inc. with all information provided to members of the board of directors of the Company; provided, however, that all such information derived under this Section 8.9(h) shall be subject to the Nondisclosure Agreement. (i) The provisions of this Section 8.9 shall apply solely to the extent permitted by applicable Commission and stock exchange requirements, including, but not limited to, Nasdaq Rule 5640 and any related guidance.

Board Representation Rights. (a) At or upon completion Effective as of the Second Closing and provided that PDL BioPharma Inc., fully exercises its Purchase Right(as defined in the Investment Agreement), the board Board of Directors shall be reconstituted (and the Corporation and the Board of Directors shall cause such reconstitution to occur) such that (i) the number of seats on the Board of Directors shall be as directed by the Principal Investor, (ii) each of such directors (including Xxxx Xxxxxx) shall be a person designated by the Principal Investor, (iii) each standing committee of the Company Board of Directors shall take all actions necessary to cause Xxxxxxxxx Xxxxxx (be reconstituted in such capacity, the “PDL BioPharma Director” and together with any successors or other directors a manner designated by PDL BioPharma, Inc. pursuant to this Section 8.9, the “PDL BioPharma Directors”Principal Investor and (iv) to be appointed to the board of directors of the Company as a class I director. Additionally, at or prior to the Second Closing, Xxxx Xxxx, Ph.D. Xxxxxx shall be appointed as a non-voting observer to the board of directors Chairman of the Company Board of Directors and Chief Executive Officer of the Corporation. The foregoing designations shall be made such that a majority of the Board of Directors and the members of each standing committee of the Board of Directors shall be independent as required in accordance with Nasdaq Stock Market LLC rules (or the rules of any other exchange on which the Corporation’s securities are then listed) and applicable securities laws. Each director designated by the Principal Investor in such capacity, the accordance with this Section 7 of this ARTICLE 6 is referred to herein as an “PDL BioPharma ObserverPrincipal Investor Appointee.”). (b) From Subject to Sections 7(d), 7(e) and after 7(f) of this ARTICLE 6, in connection with each meeting of stockholders at which directors are to be elected to serve on the Second Closing Date Board of Directors, the Corporation shall take all necessary steps to nominate each Principal Investor Appointee (or such alternative persons who are proposed by the Principal Investor and provided notified to the Corporation on or prior to any date set forth in applicable law with respect to the nomination of directors) and to use its reasonable best efforts to cause the Board of Directors to unanimously recommend that PDL BioPharma, Inc. fully exercises its Purchase Rightthe stockholders of the Corporation vote in favor of each Principal Investor Appointee for election to the Board of Directors. If, for any reason, a candidate designated as long as PDL BioPharma, Inc. beneficially own at least 12.5% an Principal Investor Appointee is determined to be unqualified to serve on the Board of Directors because such appointment would constitute a breach of the total number fiduciary duties of outstanding shares the Board of Common StockDirectors or applicable law or stock exchange requirements, PDL BioPharma, Inc. the Principal Investor shall have the exclusive right (but not to designate an alternative Principal Investor Appointee to be so appointed, and the obligation)provisions of this Section 7(b) of this ARTICLE 6 shall apply, mutatis mutandis, to designate to the board of directors, one PDL BioPharma Director and one PDL BioPharma Observersuch alternative Principal Investor Appointee. (c) The Company and the board of directors Each appointed or elected Principal Investor Appointee will hold his or her office as a director of the Company shall consider Corporation for such term as is provided in good faith designating Section 2 of this ARTICLE 6 or until his or her death, resignation or removal from the PDL BioPharma Director Board of Directors or until his or her successor has been duly elected and qualified in accordance with the provisions of this Article VI. If any Principal Investor Appointee ceases to committees serve as a director of the board Corporation for any reason during his or her term, the Corporation will use its reasonable best efforts to cause the Board of directorsDirectors to fill the vacancy created thereby with a replacement designated by the Principal Investor. (d) Following the Second Closing Closing, subject to applicable law and provided that PDL BioPharma, Inc. fully exercises its Purchase Rightapplicable stock exchange requirements, the Company Principal Investor shall take all actions within its power have the right to cause any designee designated pursuant to this Section 8.9 to be included in the slate of nominees recommended by the board of directors of the Company designate persons to the holders Board of Common Stock for election as directors at each meeting of the stockholders of the Company called for the purpose of electing directors (and/or in connection with any election by written consent) and the Company shall use commercially reasonable efforts to cause the election of each such designated PDL BioPharma Directors, including who shall be Principal Investor Appointees hereunder, as follows: (i) voting or providing a written consent or proxy with respect to Common Stock, and soliciting proxies in favor of the election of such nominees, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing required agreements and instruments, (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) for so long as PDL BioPharma, Inc. retain the rights described under this Section 8.8, not nominating or recommending the election of any other candidates against or in replacement of such designated PDL BioPharma Directors. (e) Each PDL BioPharma Director and PDL BioPharma Observer designated pursuant to this Section 8.9 shall serve until his or her successor is designated or his or her earlier death, disability, resignation or removal; any vacancy or newly created directorship in the position of an PDL BioPharma Director may be filled only by PDL BioPharma, Inc., subject to the fulfillment of the requirements set forth in Section 8.9; and each PDL BioPharma Director and PDL BioPharma Observer may, during his or her term of office, be removed at any time, without cause, by and only by PDL BioPharma, Inc. and with respect to the PDL BioPharma Director, with cause in accordance with the Delaware General Corporation Law, and with respect to the PDL BioPharma Observer, with cause as determined by a majority of the members of the Board of DirectorsDirectors for so long as the Investors (as defined in the Investment Agreement) collectively own or control (together with their affiliates) Preferred Stock, Company Common Stock (as defined in the Investment Agreement) or other voting securities, or Warrants (as defined in the Investment Agreement) exercisable for such securities, representing, in the aggregate, at least eighty percent (80%) of the total voting power of the capital stock of the Corporation, calculated on a fully-diluted, as-converted basis, (ii) seventy-five percent (75%) of the total number of seats (rounded up to the nearest whole number) on the Board of Directors for so long as the Investors collectively own or control (together with their affiliates) Preferred Stock, Company Common Stock or other voting securities, or Warrants exercisable for such securities, representing, in the aggregate, at least sixty-five percent (65%) (but less than eighty percent (80%)) of the total voting power of the capital stock of the Corporation, calculated on a fully-diluted, as-converted basis, (iii) a majority of the total number of seats (rounded up to the nearest whole number) on the Board of Directors for so long as the Investors collectively own or control (together with their affiliates) Preferred Stock, Company Common Stock or other voting securities, or Warrants exercisable for such securities, representing, in the aggregate, at least forty-five percent (45%) (but less than sixty-five percent (65%)) of the total voting power of the capital stock of the Corporation, calculated on a fully-diluted, as-converted basis, (iv) forty percent (40%) of the total number of seats (rounded up to the nearest whole number) on the Board of Directors for so long as the Investors collectively own or control (together with their affiliates) Preferred Stock, Company Common Stock or other voting securities, or Warrants exercisable for such securities, representing, in the aggregate, at least thirty percent (30%) (but less than forty-five percent (45%)) of the total voting power of the capital stock of the Corporation, calculated on a fully-diluted, as-converted basis, (v) thirty-three percent (33%) of the total number of seats (rounded up to the nearest whole number) on the Board of Directors for so long as the Investors collectively own or control (together with their affiliates) Preferred Stock, Company Common Stock or other voting securities, or Warrants exercisable for such securities, representing, in the aggregate, at least fifteen (15%) (but less than thirty percent (30%)) of the total voting power of the capital stock of the Corporation, calculated on a fully-diluted, as-converted basis, and (vi) two members of the Board of Directors for so long as the Investors collectively own or control (together with their affiliates) Preferred Stock, Company Common Stock or other voting securities, or Warrants exercisable for such securities, representing, in the aggregate, at least five percent (5%) (but less than fifteen percent (15%)) of the total voting power of the capital stock of the Corporation, calculated on a fully-diluted, as converted basis. (e) The Board of Directors shall have no obligation to appoint or nominate any Principal Investor Appointee if such appointment or nomination would violate applicable Law or stock exchange requirements or result in a breach by the Board of Directors of its fiduciary duties to its stockholders; provided, that the foregoing shall not affect the right of the Principal Investor to designate an alternate Principal Investor Appointee. (f) At all times while a PDL BioPharma Director is serving The rights of the Principal Investor set forth in this Section 7 of this ARTICLE 6 shall be in addition to, and not in limitation of, such voting rights that the Principal Investor may otherwise have as a member holder of capital stock of the board Corporation (including any shares of directors of the Company, and following any such PDL BioPharma Director’s death, disability, resignation or removal, such PDL BioPharma Director shall be entitled to all rights to indemnification and exculpation as are then made available to any other member of the board of directors of the Company. (g) During any period in which the Mutual Non-Disclosure Agreement, dated February 20, 2019, by and between the Company and PDL BioPharma, Inc. (the “Nondisclosure Agreement”) is not in effect, prior to the PDL Biopharma Observer’s attendance of any meeting of the Company’s board of directors or a committee thereof, the PDL Biopharma Observer will enter into a form of Observer Agreement in a form reasonably acceptable to the Company and PDL BioPharma, Inc. (the “Observer Agreement”). The Observer Agreement will provide, among other things, that the PDL BioPharma Observer shall agree to hold in confidence all information provided to the PDL BioPharma Observer Preferred Stock held by the Company or its representatives. Notwithstanding anything in this Agreement, the Nondisclosure Agreement or the Observer Agreement, the Board, or applicable committee of the Board, reserves the right in its sole discretion to exclude the PDL BioPharma Observer from any meeting of the Board or committee as applicable, or any portion thereofPrincipal Investor). (h) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, the Company shall furnish PDL BioPharma, Inc. with all information provided to members of the board of directors of the Company; provided, however, that all such information derived under this Section 8.9(h) shall be subject to the Nondisclosure Agreement. (i) The provisions of this Section 8.9 shall apply solely to the extent permitted by applicable Commission and stock exchange requirements, including, but not limited to, Nasdaq Rule 5640 and any related guidance.

Board Representation Rights. Further to (and, for so long as such certificates remain outstanding and effective, and not in duplication of) Section 19 of the Series A-1 Certificate and the Series A-2 Certificate: (a) At or upon completion of prior to the Second Closing and provided that PDL BioPharma Inc., fully exercises its Purchase RightClosing, the board Board of directors of the Company Directors shall take all actions necessary to increase the size of the Board of Directors by one director (to nine total directors) and to cause Xxxxxxxxx Xxxxxx Xxxxxxx X. Xxxx (in such capacity, the “PDL BioPharma Investor Director” and together with any successors or other directors designated by PDL BioPharma, Inc. the Investors pursuant to this Section 8.94.4, the “PDL BioPharma Investor Directors”) to be appointed to the board Board of directors of the Company as a class I directorDirectors. Additionally, at or prior to the Second Closing, Xxxx Xxxx, Ph.D. Xxxxxxx X. Xxxxxxx shall be appointed as a non-voting observer to the board Board of directors of the Company Directors (in such capacity, the “PDL BioPharma Investor Observer”). (b) From and after . Effective as of the Second earlier of the first anniversary of the Closing Date and provided that PDL BioPharmaobtaining the Requisite Stockholder Approval, Inc. fully exercises its Purchase Rightthe Board of Directors shall take all actions necessary to further increase the size of the Board of Directors by one director (to ten total directors) and, for as long as PDL BioPharma, Inc. beneficially own to the extent the Approved Holders Beneficially Own at least 12.5(i) 20% of the total number of outstanding shares of Common StockStock (on an “as-converted basis”) or (ii) 30% of the number of shares of Series A Preferred Stock Beneficially Owned by the Initial Investors as of the Closing and 15% of the total number of outstanding shares of Common Stock (on an “as-converted basis”) (as adjusted to appropriately reflect any stock split, PDL BioPharmacombination, Inc. reclassification, recapitalization or similar transaction), to cause the Investor Observer to be appointed as a director on the Board of Directors. (b) From and after the Closing Date, for as long as the Approved Holders Beneficially Own any one of the percentages of Series A Preferred Stock or Common Stock set forth below, the holders of a majority of the total number of outstanding shares of Common Stock (on an “as-converted basis”) held by such Approved Holders (the “Approved Holder Majority”) shall have the exclusive right (but not the obligation), voting separately as a class, to designate to the board Board of directorsDirectors, the following number of Investor Directors: (1) two Investor Directors (subject to increase pursuant to Section 4.5(j)), for as long as the Approved Holders Beneficially Own at least (x) 20% of the total number of outstanding shares of Common Stock (on an “as-converted basis”) or (y) 30% of the number of shares of Series A Preferred Stock Beneficially Owned by the Initial Investors as of the Closing and 15% of the total number of outstanding shares of Common Stock (on an “as-converted basis”) (in the case of this clause (1), as adjusted to appropriately reflect any stock split, combination, reclassification, recapitalization or similar transaction); and (1) one PDL BioPharma Investor Director (subject to increase pursuant to Section 4.5(j)), for as long as the Approved Holders Beneficially Own at least (x) 10% of the total number of outstanding shares of Common Stock (on an “as-converted basis”) or (y) 15% of the number of shares of Series A Preferred Stock Beneficially Owned by the Initial Investors as of the Closing and one PDL BioPharma Observer5% of the total number of outstanding shares of Common Stock (on an “as-converted basis”) (in the case of this clause (2), as adjusted to appropriately reflect any stock split, combination, reclassification, recapitalization or similar transaction). (c) The rights to designate directors pursuant to Section 4.4(b) shall be held by the Approved Holder Majority, and any subsequent Investor designated by an Approved Holder who is approved by the Company in the Company’s sole and absolute discretion (such holders collectively, the “Approved Holders”). (d) The Company and the board Board of directors of the Company Directors shall consider in good faith designating the PDL BioPharma at least one (1) Investor Director to committees of the board Board of directorsDirectors, as appropriate, and to the extent permitted by applicable SEC and stock exchange requirements. (de) Following the Second Closing and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, the The Company shall take all actions within its power to cause any designee all designees designated pursuant to this Section 8.9 4.4(b) to be included in the slate of nominees recommended by the board Board of directors of the Company Directors to the holders of Class A Common Stock for election as directors at each meeting of the stockholders of the Company Stockholders called for the purpose of electing directors (and/or in connection with any election by written consent) and the Company shall use commercially reasonable efforts to cause the election of each such designated PDL BioPharma Investor Directors, including (i) voting or providing a written consent or proxy with respect to Common Stock, and soliciting proxies in favor of the election of such nominees, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing required agreements and instruments, (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) for so long as PDL BioPharma, Inc. the Approved Holders retain the rights described under this Section 8.84.4(b), not nominating or recommending the election of any other candidates against or in replacement of such designated PDL BioPharma Investor Directors. (ef) Each PDL BioPharma Investor Director and PDL BioPharma Investor Observer designated pursuant to this Section 8.9 4.4(b) shall serve until his or her successor is designated or his or her earlier death, disability, resignation or removal; any vacancy or newly created directorship in the position of an PDL BioPharma Investor Director may be filled only by PDL BioPharma, Inc.the Approved Holder Majority, subject to the fulfillment of the requirements set forth in Section 8.94.4(g); and each PDL BioPharma Investor Director and PDL BioPharma Investor Observer may, during his or her term of office, be removed at any time, without cause, by and only by PDL BioPharma, Inc. and with respect to the PDL BioPharma Director, with cause in accordance with the Delaware General Corporation Law, and with respect to the PDL BioPharma Observer, with cause Approved Holder Majority. (g) At all times while an Investor Director or Investor Observer is serving as determined by a majority of the members member or observer of the Board of Directors. (f) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, and following any such PDL BioPharma Investor Director’s or Investor Observer’s death, disability, resignation or removal, such PDL BioPharma Investor Director or Investor Observer shall be entitled to all rights to indemnification and exculpation as are then made available to any other member of the board of directors of the Company. (g) During any period in which the Mutual Non-Disclosure Agreement, dated February 20, 2019, by and between the Company and PDL BioPharma, Inc. (the “Nondisclosure Agreement”) is not in effect, prior to the PDL Biopharma Observer’s attendance of any meeting of the Company’s board of directors or a committee thereof, the PDL Biopharma Observer will enter into a form of Observer Agreement in a form reasonably acceptable to the Company and PDL BioPharma, Inc. (the “Observer Agreement”). The Observer Agreement will provide, among other things, that the PDL BioPharma Observer shall agree to hold in confidence all information provided to the PDL BioPharma Observer by the Company or its representatives. Notwithstanding anything in this Agreement, the Nondisclosure Agreement or the Observer Agreement, the Board, or applicable committee of the Board, reserves the right in its sole discretion to exclude the PDL BioPharma Observer from any meeting observer of the Board or committee as applicable, or any portion thereofof Directors. (h) At Notwithstanding anything to the contrary, any Investor Director or Investor Observer shall be reasonably acceptable to the Board of Directors and the Nominating and Corporate Governance Committee thereof acting in good faith and satisfy all times while a PDL BioPharma Director is serving applicable SEC and stock exchange requirements regarding service as a member regular director or a board observer of the board of directors of Company and shall comply in all material respects with the Company, ’s corporate governance guidelines as in effect from time to time. The Approved Holder Majority shall notify the Company shall furnish PDL BioPharmaof any proposed Investor Director or Directors in writing no later than the latest date on which the Company Stockholders may make nominations to the Board of Directors in accordance with the Company’s Certificate of Incorporation and Bylaws, Inc. together with all information provided concerning such designee required to members of the board of directors of the Company; provided, however, that all such information derived under this Section 8.9(h) shall be subject delivered to the Nondisclosure AgreementCompany by the Bylaws and such other information reasonably required by the Company for such purpose. (i) The provisions right to designate directors pursuant to Section 4.4(b) shall automatically terminate at such time as the Approved Holders no longer Beneficially Own a sufficient number of shares required to designate an Investor Director set forth in Section 4.4(b)(1), and at such time, if requested in writing by the Company, any Investor Directors or Investor Observer then serving on the Board of Directors in excess of the entitled amount (if less than all then Investor Directors or Investor Observers, then as selected by the Approved Holder Majority) shall promptly resign from the Board of Directors. (j) Nothing in this Section 8.9 4.4 shall apply solely be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule. (k) If, after termination of the Series A-1 Certificate and Series A-2 Certificate or such time as no shares of Series A Preferred Stock remain outstanding, the Approved Holder Majority continues to satisfy the ownership percentages set forth in Section 4.4(b) and Section 4.5, the Approved Holder Majority may request the Company to enter into a shareholders agreement reflecting the rights set forth in such sections, which the Company and the Approved Holders shall enter into as promptly as practicable after such request (but, in any event, no later than 30 days after such request). (l) To the fullest extent permitted by applicable Commission law, the Company, on behalf of itself and stock exchange requirementsits subsidiaries, includingrenounces any interest or expectancy of the Company and its subsidiaries in, but not limited toor in being offered an opportunity to participate in, Nasdaq Rule 5640 any business opportunities that are from time to time presented to the Investors or any of their respective affiliates or any of their respective agents, shareholders, members, partners, directors, officers, employees, affiliates or subsidiaries (other than the Company and its subsidiaries), including any related guidancedirector or officer of the Company who is also an agent, shareholder, member, partner, director, officer, employee, affiliate or subsidiary of any Investor (each, a “Specified Party”), even if the business opportunity is one that the Company or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no Specified Party shall have any duty to communicate or offer any such business opportunity to the Company or be liable to the Company or any of its subsidiaries or any stockholder, including for breach of any fiduciary or other duty, as a director or officer or controlling stockholder or otherwise, and the Company shall indemnify each Specified Party against any claim that such person is liable to the Company or its stockholders for breach of any fiduciary duty, by reason of the fact that such person (i) participates in, pursues or acquires any such business opportunity, (ii) directs any such business opportunity to another person or (iii) fails to present any such business opportunity, or information regarding any such business opportunity, to the Company or its subsidiaries, unless, in the case of a person who is a director or officer of the Company, such business opportunity is expressly offered to such director or officer in writing solely in his capacity as a director or officer of the Company.

Board Representation Rights. (a) At Subject to Section 7.1(b) hereof, for so long as the Investor Beneficially Owns 10% or upon completion more of the Second Closing and provided that PDL BioPharma Inc., fully exercises its Purchase Rightthen outstanding Common Shares (on a non-diluted basis), the board Investor shall have the right, upon notice to the Corporation, to designate one (1) representative (the “Representative”) which the Corporation shall nominate for election to the Board (or otherwise include in a management slate of directors proposed by the Corporation for election by its shareholders) at any meeting of shareholders of the Company Corporation following the date upon which such notice is given, and at each meeting thereafter at which directors are to be elected. Where, between meetings of the Corporation’s shareholders, the Investor has no Representative on the Board but Beneficially Owns Common Shares representing 10% or more of the then outstanding Common Shares (on a non-diluted basis), and provides notice to the Corporation of its Representative, the Corporation shall take all actions such steps that are necessary for the Board to cause Xxxxxxxxx Xxxxxx (in such capacityappoint the Representative as a member of the Board by having the directors fill any vacancy on the Board by the appointment of the Representative or, the “PDL BioPharma Director” and together with any successors or other directors designated by PDL BioPharma, Inc. pursuant to this Section 8.9, the “PDL BioPharma Directors”) to be appointed to the board of directors extent that there are no vacancies on the Board, to allow the Representative to attend and observe all meetings of the Company Board, and partake in discussions at all meetings of the Board. The Representative shall not have the right to vote at meetings of the Board until such time as a class I director. Additionally, at or prior the Representative is elected to the Second Closing, Xxxx Xxxx, Ph.D. shall be Board at a meeting of shareholders of the Corporation or otherwise appointed as a non-voting observer director in accordance with this Section 7.1(a). The Investor shall give prior notice to the board Corporation of directors any contemplated transaction that would result in the Investor being the Beneficial Owners of less than 10% of the Company (in such capacity, the “PDL BioPharma Observer”)then outstanding Common Shares. (b) From Any Representative proposed by the Investor shall (i) have consented in writing to serve as a director of the Corporation, and after (ii) meet the qualification requirements to serve as a director under the CBCA and the rules of any stock exchange on which the Common Shares are then listed (currently the TSXV). Notwithstanding anything to the contrary contained herein, no Representative may be a person who does not qualify to serve as a director or a person who has been convicted of a felony or a crime involving moral turpitude. (c) Immediately following the latter of the Second Closing Date and provided that PDL BioPharmathe date the Meeting is held, Inc. fully exercises its Purchase Right, for as long as PDL BioPharma, Inc. beneficially own at least 12.5% subject to approval of the total number of outstanding shares of Common Stock, PDL BioPharma, Inc. shall have the exclusive right (but not the obligation), to designate to the board of directors, one PDL BioPharma Director and one PDL BioPharma Observer. (c) The Company TSXV and the board of directors shareholders of the Company Corporation at the Meeting, the Board shall consider in good faith designating include the PDL BioPharma Director to committees of the board of directorsInvestor’s initial Representative. (d) Following The Corporation shall indemnify the Second Closing and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, the Company shall take all actions within its power to cause any designee designated Representative pursuant to this Section 8.9 the Corporation’s standard form indemnity agreement to be included in entered into between the slate of nominees recommended by Representative and the board of directors Corporation. The Corporation further covenants that it will, as soon as reasonably practicable following the appointment of the Company Representative to the holders of Common Stock for election Board, add the Representative as directors at each meeting a named insured person under the Corporation’s directors’ and officers’ liability insurance policy. (e) In the event the Investor is no longer entitled to a Representative to serve as a director of the stockholders of the Company called for the purpose of electing directors (and/or in connection with any election by written consent) and the Company shall use commercially reasonable efforts to cause the election of each such designated PDL BioPharma Directors, including Corporation as a result of: (i) voting or providing a written consent or proxy with respect to the Investor no longer holding the requisite number of issued and outstanding Common Stock, and soliciting proxies in favor Shares of the election of such nominees, Corporation entitling it to appoint a Representative in accordance with Sections 7.1(a); or (ii) causing the adoption of stockholders’ resolutions and amendments such Representative failing to the organizational documents of the Company, (iii) executing required agreements and instruments, (iv) making, or causing to be made, comply with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) for so long as PDL BioPharma, Inc. retain the rights described under this Section 8.8, not nominating or recommending the election of any other candidates against or in replacement of such designated PDL BioPharma Directors. (e) Each PDL BioPharma Director and PDL BioPharma Observer designated pursuant to this Section 8.9 shall serve until his or her successor is designated or his or her earlier death, disability, resignation or removal; any vacancy or newly created directorship in the position of an PDL BioPharma Director may be filled only by PDL BioPharma, Inc., subject to the fulfillment of the requirements set forth in Section 8.97.1(b)(iii); and then in each PDL BioPharma Director and PDL BioPharma Observer maycase the Investor shall cause such Representative to forthwith resign from the Board, during his or her term provided that, in the case of officeSection 7.1(e)(ii), be removed at any time, without cause, by and only by PDL BioPharma, Inc. and with respect to the PDL BioPharma Director, with cause in accordance with the Delaware General Corporation Law, and with respect to the PDL BioPharma Observer, with cause as determined by a majority of the members of the Board of Directors. (f) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, and following any such PDL BioPharma Director’s death, disability, resignation or removal, such PDL BioPharma Director Investor shall be entitled to all rights to indemnification and exculpation as are then made available to any other member of the board of directors of the Companypropose a new Representative in accordance with Section 7.1(a). (g) During any period in which the Mutual Non-Disclosure Agreement, dated February 20, 2019, by and between the Company and PDL BioPharma, Inc. (the “Nondisclosure Agreement”) is not in effect, prior to the PDL Biopharma Observer’s attendance of any meeting of the Company’s board of directors or a committee thereof, the PDL Biopharma Observer will enter into a form of Observer Agreement in a form reasonably acceptable to the Company and PDL BioPharma, Inc. (the “Observer Agreement”). The Observer Agreement will provide, among other things, that the PDL BioPharma Observer shall agree to hold in confidence all information provided to the PDL BioPharma Observer by the Company or its representatives. Notwithstanding anything in this Agreement, the Nondisclosure Agreement or the Observer Agreement, the Board, or applicable committee of the Board, reserves the right in its sole discretion to exclude the PDL BioPharma Observer from any meeting of the Board or committee as applicable, or any portion thereof. (h) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, the Company shall furnish PDL BioPharma, Inc. with all information provided to members of the board of directors of the Company; provided, however, that all such information derived under this Section 8.9(h) shall be subject to the Nondisclosure Agreement. (i) The provisions of this Section 8.9 shall apply solely to the extent permitted by applicable Commission and stock exchange requirements, including, but not limited to, Nasdaq Rule 5640 and any related guidance.

Board Representation Rights. (a) At or upon completion Prior to the closing of the Second Closing and provided that PDL BioPharma Inc., fully exercises its Purchase Right, Restructuring but after the board of directors execution of the Company shall take all actions necessary to cause Xxxxxxxxx Xxxxxx (in such capacity, the “PDL BioPharma Director” and together with any successors or other directors designated Restructuring Agreement by PDL BioPharma, Inc. pursuant to this Section 8.9, the “PDL BioPharma Directors”) to be appointed to the board of directors of the Company as a class I director. Additionally, at or prior to the Second Closing, Xxxx Xxxx, Ph.D. shall be appointed as a non-voting observer to the board of directors of the Company (in such capacity, the “PDL BioPharma Observer”). (b) From and after the Second Closing Date and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, for as long as PDL BioPharma, Inc. beneficially own at least 12.575% of the total number of outstanding shares of Common StockConsenting Noteholders, PDL BioPharma, Inc. Consenting Noteholders shall have the exclusive right (but not the obligation), to designate appoint one member to the board of directorsCompany’s Board to monitor the Restructuring and Restructuring Steps, one PDL BioPharma Director and one PDL BioPharma Observer. (c) as is more particularized in the Restructuring Agreement to which this Term Sheet shall be annexed. The Company and the board of directors of Noteholders’ Board representative shall be required to approve any material corporate actions proposed to be taken by the Company shall consider in good faith designating the PDL BioPharma Director to committees of the board of directors. (d) Following the Second Closing and provided or any subsidiary that PDL BioPharma, Inc. fully exercises its Purchase Right, the Company shall take all actions within its power to cause any designee designated pursuant to this Section 8.9 to be included in the slate of nominees recommended by the board of directors of the Company to the holders of Common Stock for election as directors at each meeting of the stockholders of the Company called for the purpose of electing directors (and/or in connection with any election by written consent) and the Company shall use commercially reasonable efforts to cause the election of each such designated PDL BioPharma Directors, including (i) voting or providing a written consent or proxy with respect to Common Stock, and soliciting proxies in favor of the election of such nominees, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing required agreements and instruments, (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) for so long as PDL BioPharma, Inc. retain the rights described under this Section 8.8, is not nominating or recommending the election of any other candidates against or in replacement of such designated PDL BioPharma Directors. (e) Each PDL BioPharma Director and PDL BioPharma Observer designated pursuant to this Section 8.9 shall serve until his or her successor is designated or his or her earlier death, disability, resignation or removal; any vacancy or newly created directorship in the position of an PDL BioPharma Director may be filled only by PDL BioPharma, Inc., subject to the fulfillment of the requirements set forth in Section 8.9; and each PDL BioPharma Director and PDL BioPharma Observer may, during his or her term of office, be removed at any time, without cause, by and only by PDL BioPharma, Inc. and with respect to the PDL BioPharma Director, with cause in accordance with this Term Sheet or the Delaware General Corporation Law, and with respect to the PDL BioPharma Observer, with cause as determined by a majority of the members of the Restructuring Agreement. The Noteholders’ Board of Directors. (f) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, and following any such PDL BioPharma Director’s death, disability, resignation or removal, such PDL BioPharma Director representative shall be entitled to all rights to indemnification and exculpation as are then made available to serve on any other member of the board of directors of the Company. (g) During any period in which the Mutual Non-Disclosure Agreement, dated February 20, 2019, by and between the Company and PDL BioPharma, Inc. (the “Nondisclosure Agreement”) is not in effect, prior to the PDL Biopharma Observer’s attendance of any meeting of the Company’s board of directors or a committee thereof, the PDL Biopharma Observer will enter into a form of Observer Agreement in a form reasonably acceptable to the Company and PDL BioPharma, Inc. (the “Observer Agreement”). The Observer Agreement will provide, among other things, that the PDL BioPharma Observer shall agree to hold in confidence all information provided to the PDL BioPharma Observer by the Company or its representatives. Notwithstanding anything in this Agreement, the Nondisclosure Agreement or the Observer Agreement, the Board, or applicable committee of the Board, reserves and shall also have a veto on actions proposed by any such committee. The Principal Shareholders agree to approve any consequential amendments to the right Company’s Articles of Association which may be required to make such veto rights effective in its sole discretion accordance with applicable Dutch laws (if any), prior to exclude the PDL BioPharma Observer from any meeting closing of the Board or committee as applicable, or any portion thereof. (h) At all times while a PDL BioPharma Director is serving as a member Restructuring. By the close of the board Restructuring, the shareholders of the Company shall elect a new Board (the “New Board”). The New Board shall comprise seven directors in total. The Ad Hoc Committee (or its successors) shall appoint three directors to the New Board from among four nominees whose identities shall be provided to the Principal Shareholders for their selection. The Principal Shareholders shall appoint three directors to the New Board from among four nominees whose identities shall be provided to the Ad Hoc Committee (or its successors) for their selection. One director shall be appointed to the New Board jointly by both the Principal Shareholders and by the Ad Hoc Committee (or its successors) from among the present members of the Company’s management. Upon the closing of the Restructuring, Xx. Xxxxxxxxx Xxxxxxxxx will be elected as Chairman of the Company shall furnish PDL BioPharmaNew Board. Following the expiry of six (6) calendar months after the appointment of the New Board, Inc. with all information provided to an election will be held for a new Chairman. All members of the board New Board shall then be entitled to stand for the position of directors Chairman, save that each New Board member shall not be entitled to vote for his own election to that position. This structure of the New Board shall remain in place until the later of the Exercise Period or other valid resolution of shareholders voting at a shareholders meeting, convened and conducted in accordance with Dutch law. The Ad Hoc Committee and the Principal Shareholders shall agree upon appropriate mechanisms and use their respective reasonable best efforts to ensure that this arrangement regarding Board representation is implemented in accordance with the statutory requirements of Dutch law. Following the closing of the Restructuring, except as set out below or may be required by applicable law, matters to be determined by the Company; provided, however, that all such information derived under this Section 8.9(h) ’s Board and/or its shareholders shall not be subject to the Nondisclosure Agreementsupermajority or similar rights. (i) The provisions of this Section 8.9 shall apply solely to the extent permitted by applicable Commission and stock exchange requirements, including, but not limited to, Nasdaq Rule 5640 and any related guidance.

Board Representation Rights. (a) At or upon completion Subject to the terms and conditions of the Second Closing this Agreement and provided that PDL BioPharma Inc., fully exercises the Stockholder together with its Purchase RightAffiliates Beneficially Owns 15.0% or greater of the Outstanding Equity, the board of directors of the Company shall take all actions necessary to cause Xxxxxxxxx Xxxxxx (in such capacity, the “PDL BioPharma Director” and together with any successors or other directors designated by PDL BioPharma, Inc. pursuant to this Section 8.9, the “PDL BioPharma Directors”) to be appointed to the board of directors of the Company as a class I director. Additionally, at or prior to the Second Closing, Xxxx Xxxx, Ph.D. shall be appointed as a non-voting observer to the board of directors of the Company (in such capacity, the “PDL BioPharma Observer”). (b) From and after the Second Closing Date and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, for as long as PDL BioPharma, Inc. beneficially own at least 12.5% of the total number of outstanding shares of Common Stock, PDL BioPharma, Inc. Stockholder shall have the exclusive right (but not the obligation)) to nominate up to, but not more than, two designees (each, a “Designee” and collectively, the “Designees”) to designate serve on the Board. Subject to the board terms and conditions of this Agreement and provided that the Stockholder together with its Affiliates Beneficially Owns 10.0% or greater of the Outstanding Equity, but less than 15.0% of the Outstanding Equity, the Stockholder shall have the right (but not the obligation) to nominate up to, but not more than, one Designee to serve on the Board. Other than as provided for in this Agreement, for so long as it holds 10.0% or greater of the Outstanding Equity, the Stockholder shall not nominate additional directors to serve on the Board. The initial Designees shall be Xxxx Xxxxxx and Xxxxx Xxxxxxx, who shall be appointed by the Board on the date hereof, through the filling of any vacancy on the Board and/or through an increase in the size of the Board. The maximum size of the Board shall be fixed at nine directors, one PDL BioPharma Director and one PDL BioPharma Observerincluding the Designees. (b) One Designee, as directed by the Stockholder, shall serve on each committee of the Board that shall exist from time to time, provided, however, that this requirement shall not apply in the event that such appointment would contravene any applicable rule of The NASDAQ Stock Market or the Securities Exchange Commission or applicable provision of the Securities Exchange Act of 1934, as amended. (c) The Company and If a vacancy is created on the board of directors Board as a result of the Company death, disability, retirement, resignation or removal of any Designee, then the Stockholder shall consider have the right to designate a replacement director. To exercise its director designation right, the Stockholder shall recommend to the Nominating and Corporate Governance Committee a director candidate to fill such vacancy. Each Designee recommended pursuant to this Section 1(c) shall be qualified to serve as a director under the Delaware General Corporation Law (any such Designee, an “Eligible Designee”). The Nominating and Corporate Governance Committee shall evaluate the Designee candidate and recommend their appointment to the Board; provided, however, if the Nominating and Corporate Governance Committee determines in good faith designating and consistent with its fiduciary duties that a Designee candidate is not an Eligible Designee, the PDL BioPharma Director Nominating and Corporate Governance Committee may, in its reasonable discretion, reject such Designee. In such event, the Stockholder shall nominate an alternative Designee for the Nominating and Corporate Governance Committee’s evaluation, such process to committees continue until a Designee is determined to be an Eligible Designee by the Nominating and Corporate Governance Committee, acting in good faith and consistent with its fiduciary duties. The Board shall appoint, upon the recommendation of the board Nominating and Corporate Governance Committee, such Designee to fill the vacancy. The Board shall approve, upon the recommendation of directorsthe Nominating and Corporate Governance Committee, the inclusion of the Designees for election or reelection, as the case may be, at such meeting in its slate of designees in the proxy materials it distributes to its stockholders, shall recommend that the Company’s stockholders vote in favor of such Designees, shall solicit proxies from the Company’s stockholders for the election of such Designees at such meeting, and shall otherwise support such Designees for election in a manner consistent with the manner in which the Company supports its other candidates recommended by the Board for election at such meeting. (d) Following In the Second Closing and provided event that PDL BioPharma, Inc. fully exercises its Purchase Right, the Company Stockholder shall take all actions within its power to cause any designee designated pursuant to this Section 8.9 to be included in the slate of nominees recommended by the board of directors own 15.0% or less of the Company Outstanding Equity, it shall direct one Designee to offer his or her resignation from the holders of Common Stock for election as directors at each meeting Board. In the event that the Stockholder shall own 10.0% or less of the stockholders of Outstanding Equity, its remaining Designee shall offer his or her resignation from the Company called for the purpose of electing directors (and/or in connection with any election by written consent) and the Company shall use commercially reasonable efforts to cause the election of each such designated PDL BioPharma Directors, including (i) voting or providing a written consent or proxy with respect to Common Stock, and soliciting proxies in favor of the election of such nominees, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing required agreements and instruments, (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) for so long as PDL BioPharma, Inc. retain the rights described under this Section 8.8, not nominating or recommending the election of any other candidates against or in replacement of such designated PDL BioPharma DirectorsBoard. (e) Each PDL BioPharma Director and PDL BioPharma Observer designated pursuant to this Section 8.9 shall serve until his or her successor is designated or his or her earlier deathIn addition, disability, resignation or removal; any vacancy or newly created directorship in the position of an PDL BioPharma Director Stockholder may be filled only by PDL BioPharma, Inc., subject to the fulfillment of the requirements set forth in Section 8.9; and each PDL BioPharma Director and PDL BioPharma Observer may, during his or her term of office, be removed at any timetime cause the removal of any Designee nominated by it from the Board, with or without cause, by and only by PDL BioPharma, Inc. and with respect directing such Designee to offer his or her resignation from the PDL BioPharma Director, with cause in accordance with the Delaware General Corporation Law, and with respect to the PDL BioPharma Observer, with cause as determined by a majority of the members of the Board. The Board of Directorsshall accept any Designee’s resignation offer. (f) If a Designee directed to offer his or her resignation pursuant to this Section does not offer his or her resignation from the Board, then the Board shall remove such Designee as a member of the Board by majority vote. (g) A Designee shall be entitled to the same compensation paid and expense reimbursement payable to other non-employee directors. At all times while a PDL BioPharma Director Designee is serving as a member of the board of directors of the CompanyBoard, and following any such PDL BioPharma DirectorDesignee’s death, disability, retirement, resignation or removal, such PDL BioPharma Director Designee shall be entitled to all rights to indemnification and exculpation as are then made available to any other member of the board of directors of the Company. (g) During any period in which the Mutual Non-Disclosure Agreement, dated February 20, 2019, by and between the Company and PDL BioPharma, Inc. (the “Nondisclosure Agreement”) is not in effect, prior to the PDL Biopharma Observer’s attendance of any meeting of the Company’s board of directors or a committee thereof, the PDL Biopharma Observer will enter into a form of Observer Agreement in a form reasonably acceptable to the Company and PDL BioPharma, Inc. (the “Observer Agreement”). The Observer Agreement will provide, among other things, that the PDL BioPharma Observer shall agree to hold in confidence all information provided to the PDL BioPharma Observer by the Company or its representatives. Notwithstanding anything in this Agreement, the Nondisclosure Agreement or the Observer Agreement, the Board, or applicable committee of the Board, reserves the right in its sole discretion to exclude the PDL BioPharma Observer from any meeting of the Board or committee as applicable, or any portion thereof. (h) At all times while a PDL BioPharma Director is serving as a member The Company and the Board shall not amend, and shall not permit the amendment of, the Bylaws or Certificate of Incorporation of the Company in any manner that would, or would be reasonably likely to, have an adverse effect on the board of directors representation rights of the Company, the Company shall furnish PDL BioPharma, Inc. with all information provided to members of the board of directors of the Company; provided, however, that all Stockholder as set forth in such information derived under amendment and this Section 8.9(h) shall be subject to the Nondisclosure Agreement. (i) The For the avoidance of doubt, the provisions of this Section 8.9 Agreement shall apply solely not limit any rights the Stockholder may have as a stockholder of the Company pursuant to Delaware law, the extent permitted by applicable Commission and stock exchange requirements, including, but not limited to, Nasdaq Rule 5640 and any related guidanceCertificate of Incorporation or the Bylaws.

Board Representation Rights. (a) At Subject to Section 7.1(b) hereof, for so long as the Investor Beneficially Owns 10% or upon completion more of the Second Closing and provided that PDL BioPharma Inc., fully exercises its Purchase Rightthen outstanding Common Shares (on a non-diluted basis), the board Investor shall have the right, upon notice to the Corporation, to designate one (1) representative (the “Representative”) which the Corporation shall nominate for election to the Board (or otherwise include in a management slate of directors proposed by the Corporation for election by its shareholders) at any meeting of shareholders of the Company Corporation following the date upon which such notice is given, and at each meeting thereafter at which directors are to be elected. Where, between meetings of the Corporation’s shareholders, the Investor has no Representative on the Board but Beneficially Owns Common Shares representing 10% or more of the then outstanding Common Shares (on a non-diluted basis), and provides notice to the Corporation of its Representative, the Corporation shall take all actions such steps that are necessary for the Board to cause Xxxxxxxxx Xxxxxx (in such capacityappoint the Representative as a member of the Board by having the directors fill any vacancy on the Board by the appointment of the Representative or, the “PDL BioPharma Director” and together with any successors or other directors designated by PDL BioPharma, Inc. pursuant to this Section 8.9, the “PDL BioPharma Directors”) to be appointed to the board of directors extent that there are no vacancies on the Board, to allow the Representative to attend and observe all meetings of the Company Board, and partake in discussions at all meetings of the Board. The Representative shall not have the right to vote at meetings of the Board until such time as a class I director. Additionally, at or prior the Representative is elected to the Second Closing, Xxxx Xxxx, Ph.D. shall be Board at a meeting of shareholders of the Corporation or otherwise appointed as a non-voting observer director in accordance with this Section 7.1(a). The Investor shall give prior notice to the board Corporation of directors any contemplated transaction that would result in the Investor being the Beneficial Owners of less than 10% of the Company (in such capacity, the “PDL BioPharma Observer”)then outstanding Common Shares. (b) From Any Representative proposed by the Investor shall (i) have consented in writing to serve as a director of the Corporation, and after (ii) meet the qualification requirements to serve as a director under the CBCA and the rules of any stock exchange on which the Common Shares are then listed (currently the TSXV). Notwithstanding anything to the contrary contained herein, no Representative may be a person who does not qualify to serve as a director or a person who has been convicted of a felony or a crime involving moral turpitude. (c) Immediately following the latter of the Second Closing Date and provided that PDL BioPharmathe date the Meeting is held, Inc. fully exercises its Purchase Right, for as long as PDL BioPharma, Inc. beneficially own at least 12.5% subject to approval of the total number of outstanding shares of Common Stock, PDL BioPharma, Inc. shall have the exclusive right (but not the obligation), to designate to the board of directors, one PDL BioPharma Director and one PDL BioPharma Observer. (c) The Company TSXV and the board of directors shareholders of the Company Corporation at the Meeting, the Board shall consider in good faith designating include the PDL BioPharma Director to committees of the board of directorsInvestor’s initial Representative. (d) Following The Corporation shall indemnify the Second Closing and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, the Company shall take all actions within its power to cause any designee designated Representative pursuant to this Section 8.9 the Corporation’s standard form indemnity agreement to be included in entered into between the slate of nominees recommended by Representative and the board of directors Corporation. The Corporation further covenants that it will, as soon as reasonably practicable following the appointment of the Company Representative to the holders of Common Stock for election Board, add the Representative as directors at each meeting of a named insured person under the stockholders of the Company called for the purpose of electing directors (and/or in connection with any election by written consent) Corporation’s directors’ and the Company shall use commercially reasonable efforts to cause the election of each such designated PDL BioPharma Directors, including (i) voting or providing a written consent or proxy with respect to Common Stock, and soliciting proxies in favor of the election of such nominees, (ii) causing the adoption of stockholdersofficers’ resolutions and amendments to the organizational documents of the Company, (iii) executing required agreements and instruments, (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) for so long as PDL BioPharma, Inc. retain the rights described under this Section 8.8, not nominating or recommending the election of any other candidates against or in replacement of such designated PDL BioPharma Directorsliability insurance policy. (e) Each PDL BioPharma Director In the event the Investor is no longer entitled to a Representative to serve as a director of the Corporation as a result of: (i) the Investor no longer holding the requisite number of issued and PDL BioPharma Observer designated pursuant outstanding Common Shares of the Corporation entitling it to this Section 8.9 shall serve until his appoint a Representative in accordance with Sections 7.1(a); or her successor is designated or his or her earlier death, disability, resignation or removal; any vacancy or newly created directorship in the position of an PDL BioPharma Director may be filled only by PDL BioPharma, Inc., subject (ii) such Representative failing to the fulfillment of comply with the requirements set forth in Section 8.97.1(b)(iii); and then in each PDL BioPharma Director and PDL BioPharma Observer maycase the Investor shall cause such Representative to forthwith resign from the Board, during his or her term provided that, in the case of officeSection 7.1(e)(ii), the Investor shall be removed at any time, without cause, by and only by PDL BioPharma, Inc. and with respect entitled to the PDL BioPharma Director, with cause propose a new Representative in accordance with the Delaware General Corporation Law, and with respect to the PDL BioPharma Observer, with cause as determined by a majority of the members of the Board of DirectorsSection 7.1(a). (f) At all times while a PDL BioPharma Director For greater certainty, this Section 7.1 shall continue in full force and effect for such period of time as the Investor is serving as a member of the board of directors of the Company, and following any such PDL BioPharma Director’s death, disability, resignation or removal, such PDL BioPharma Director shall be entitled to all rights to indemnification and exculpation as are then made available to any other member of the board of directors of the Company. (g) During any period in which the Mutual Non-Disclosure Agreement, dated February 20, 2019, by and between the Company and PDL BioPharma, Inc. (the “Nondisclosure Agreement”) is not in effect, prior to the PDL Biopharma Observer’s attendance of any meeting of the Company’s board of directors or have a committee thereof, the PDL Biopharma Observer will enter into a form of Observer Agreement in a form reasonably acceptable to the Company and PDL BioPharma, Inc. (the “Observer Agreement”). The Observer Agreement will provide, among other things, that the PDL BioPharma Observer shall agree to hold in confidence all information provided to the PDL BioPharma Observer by the Company or its representatives. Notwithstanding anything in this Agreement, the Nondisclosure Agreement or the Observer Agreement, the Board, or applicable committee of the Board, reserves the right in its sole discretion to exclude the PDL BioPharma Observer from any meeting of Representative on the Board or committee as applicable, or any portion thereofpursuant to Section 7.1(a). (h) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, the Company shall furnish PDL BioPharma, Inc. with all information provided to members of the board of directors of the Company; provided, however, that all such information derived under this Section 8.9(h) shall be subject to the Nondisclosure Agreement. (i) The provisions of this Section 8.9 shall apply solely to the extent permitted by applicable Commission and stock exchange requirements, including, but not limited to, Nasdaq Rule 5640 and any related guidance.

Board Representation Rights. (a) At or upon completion of the Second Closing and provided that PDL BioPharma Inc., fully exercises its Purchase Right, the board of directors of the Company shall take all actions necessary to cause Xxxxxxxxx Xxxxxx (in such capacity, the “PDL BioPharma Director” and together with any successors or other directors designated by PDL BioPharma, Inc. pursuant to this Section 8.9, the “PDL BioPharma Directors”) to be appointed to the board of directors of the Company as a class I director. Additionally, at or prior to the Second Closing, Xxxx Xxxx, Ph.D. shall be appointed as a non-voting observer to the board of directors of the Company (in such capacity, the “PDL BioPharma Observer”). (b) From and after the Second Closing Date and provided that PDL BioPharmaClosing, Inc. fully exercises its Purchase Right, for as so long as PDL BioPharma, Inc. the Investor (alone or together with its Affiliates) beneficially own owns (as determined under Rule 13d-3 of the Exchange Act) at least 12.550% of the total number of outstanding shares of Common StockShares acquired on the Closing, PDL BioPharmathe Investor, Inc. together with its Permitted Transferees, shall have the exclusive right (but not the obligation), to designate a person (the “Investor Designee”) to the board of directors, one PDL BioPharma Director and one PDL BioPharma Observer. (c) The Company and the board of directors serve as a director of the Company shall consider in good faith designating the PDL BioPharma Director to committees of the board of directors. (d) Following the Second Closing and provided that PDL BioPharmaCompany, Inc. fully exercises its Purchase Right, the Company shall take all actions within its power to cause any designee designated pursuant to this Section 8.9 to be included in the slate of nominees recommended by the board of directors of the Company to the holders of Common Stock for election as directors at each meeting of the stockholders of the Company called for the purpose of electing directors (and/or in connection with any election by written consent) and the Company shall nominate and use commercially reasonable its best efforts to cause have the election of each such designated PDL BioPharma Directors, including (i) voting or providing a written consent or proxy with respect to Common Stock, and soliciting proxies in favor of the election of such nominees, (ii) causing the adoption of stockholders’ resolutions and amendments Investor Designee elected to the organizational documents of the Company, (iii) executing required agreements and instruments, (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) for Board. For so long as PDL BioPharmasuch membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq, Inc. retain the rights described under this Section 8.8Investor Designee shall be entitled to serve as a member of each of the committees of the Board, not nominating except for any committee formed to consider a transaction between the Company and the Investor (or recommending the election any of any other candidates against or in replacement of such designated PDL BioPharma Directors. (e) Each PDL BioPharma Director and PDL BioPharma Observer designated pursuant to this Section 8.9 shall serve until his or her successor is designated or his or her earlier death, disability, resignation or removal; any its Affiliates). Any vacancy or newly created directorship in the position of an PDL BioPharma Director may Investor Designee shall only be filled only with another designee designated by PDL BioPharma, Inc., subject to the fulfillment of the requirements set forth in Section 8.9; and each PDL BioPharma Director and PDL BioPharma Observer may, during his Investor or her term of office, be removed at any time, without cause, by and only by PDL BioPharma, Inc. and with respect to the PDL BioPharma Director, with cause its Permitted Transferees in accordance with the Delaware General Corporation Lawterms hereof. Any vacancy created by any removal of an Investor Designee shall also only be filled at the direction of the Investor or its Permitted Transferees. The Company’s proxy statement for the election of directors shall include the Investor Designee and the recommendation of the Board in favor of election of the Investor Designee. The Investor Designee shall be given notice of (in the same manner that notice is given to other members of the Board) all meetings (whether in person, and telephonic or otherwise) of the Board, including all committee meetings with respect to committees on which the PDL BioPharma ObserverInvestor Designee serves. The Investor Designee shall receive a copy of all notices, agendas and other materials distributed to the Board, whether provided to directors in advance or, during or after any meeting, regardless of whether the Investor Designee will be in attendance at the meeting. The Company shall reimburse the reasonable expenses incurred by the Investor Designee in connection with cause as determined by a majority attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board of Directors. are reimbursed for such expenses (f) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Companyor, and following in case any such PDL BioPharma Director’s deathexpense reimbursement policy shall apply only to non-employee directors, disability, resignation or removal, such PDL BioPharma Director shall be entitled to all rights to indemnification and exculpation as are then made available to any other member of the board of directors of the Company. (g) During any period in which the Mutual Non-Disclosure Agreement, dated February 20, 2019, by and between the Company and PDL BioPharma, Inc. (the “Nondisclosure Agreement”) is not in effect, prior to the PDL Biopharma Observer’s attendance of any meeting of the Company’s board of directors or a committee thereof, the PDL Biopharma Observer will enter into a form of Observer Agreement in a form reasonably acceptable to the Company and PDL BioPharma, Inc. (the “Observer Agreement”same extent as all other non-employee directors). The Observer Agreement will provide, among other things, that Company shall maintain director and officer insurance covering the PDL BioPharma Observer shall agree to hold in confidence all information Investor Designee on the same terms and with the same amount of coverage as is provided to the PDL BioPharma Observer by the Company or its representatives. Notwithstanding anything in this Agreement, the Nondisclosure Agreement or the Observer Agreement, the Board, or applicable committee other members of the Board, reserves the right in its sole discretion to exclude the PDL BioPharma Observer from any meeting of the Board or committee as applicable, or any portion thereof. (h) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, the Company shall furnish PDL BioPharma, Inc. with all information provided to members of the board of directors of the Company; provided, however, that all such information derived under this Section 8.9(h) shall be subject to the Nondisclosure Agreement. (i) The provisions of this Section 8.9 shall apply solely to the extent permitted by applicable Commission and stock exchange requirements, including, but not limited to, Nasdaq Rule 5640 and any related guidance.

Board Representation Rights. (a) At or upon completion On the Closing Date, the Board of Directors of the Second Closing Company shall be reconstituted such that (i) the number of seats on the Board of Directors of the Company shall be eight, (ii) one of such eight directors shall be Xxxxx X. Xxxxxxx (or, in the event Xx. Xxxxxxx is unable or unwilling to serve as a director, another qualified person reasonably acceptable to the Investor Representative), (iii) seven of such eight directors shall be individuals designated by the Investor Representative (including Xxxxxxx X. Xxxxxx), (iv) each standing committee of the Board of Directors of the Company shall be reconstituted in a manner reasonably acceptable to the Investor Representative and provided that PDL BioPharma Inc., fully exercises its Purchase Right(v) Xxxxxxx X. Xxxxxx shall be appointed as the Chairman of the Board of Directors of the Company. Notwithstanding anything to the contrary, the board foregoing designations shall be made such that a majority of the Board of Directors of the Company and the members of each standing committee of the Board of Directors of the Company shall be independent as required in accordance with NYSE Amex Rule 803(A)(2) and applicable securities Law. In furtherance of the foregoing, the Company shall deliver to the Investor Representative prior to the Closing evidence reasonably satisfactory to the Investor Representative of the resignation of any directors of the Company shall take all actions necessary to cause Xxxxxxxxx Xxxxxx (in such capacitythat are not continuing directors, effective as of the “PDL BioPharma Director” and together with any successors or other directors Closing. Each director designated by PDL BioPharma, Inc. pursuant to the Investor Representative in accordance with this Section 8.9, the 5.06 is referred to herein as an “PDL BioPharma DirectorsInvestor Representative Appointee”) to be appointed to the board of directors of the Company as a class I director. Additionally, at or prior to the Second Closing, Xxxx Xxxx, Ph.D. shall be appointed as a non-voting observer to the board of directors of the Company (in such capacity, the “PDL BioPharma Observer”). (b) From Subject to Sections 5.06(d), 5.06(e) and after 5.06(f), in connection with each meeting of stockholders at which directors are to be elected to serve on the Second Closing Date and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, for as long as PDL BioPharma, Inc. beneficially own at least 12.5% Board of Directors of the total number of outstanding shares of Common Stock, PDL BioPharma, Inc. shall have the exclusive right (but not the obligation), to designate to the board of directors, one PDL BioPharma Director and one PDL BioPharma Observer. (c) The Company and the board of directors of the Company shall consider in good faith designating the PDL BioPharma Director to committees of the board of directors. (d) Following the Second Closing and provided that PDL BioPharma, Inc. fully exercises its Purchase RightCompany, the Company shall take all actions within necessary steps to nominate each Investor Representative Appointee (or such alternative persons who are proposed by the Investor Representative and notified to the Company on or prior to any date set forth in the Company Certificate, the Company Bylaws or applicable Law) and to use its power reasonable best efforts to cause any designee designated pursuant to this Section 8.9 to be included in the slate Board of nominees recommended by the board of directors Directors of the Company to the holders of Common Stock for election as directors at each meeting of unanimously recommend that the stockholders of the Company called for the purpose of electing directors (and/or in connection with any election by written consent) and the Company shall use commercially reasonable efforts to cause the election of each such designated PDL BioPharma Directors, including (i) voting or providing a written consent or proxy with respect to Common Stock, and soliciting proxies vote in favor of the each Investor Representative Appointee for election of such nominees, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents Board of Directors of the Company. If, (iii) executing required agreements and instrumentsfor any reason, (iv) making, or causing a candidate designated as an Investor Representative Appointee is determined to be madeunqualified to serve on the Board of Directors of the Company because such appointment would constitute a breach of the fiduciary duties of the Board of Directors of the Company or applicable Law or stock exchange requirements, with governmentalthe Investor Representative shall have the right to designate an alternative Investor Representative Appointee to be so appointed, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) for so long as PDL BioPharma, Inc. retain the rights described under provisions of this Section 8.85.06(b) shall apply, not nominating or recommending the election of any other candidates against or in replacement of mutatis mutandis, to such designated PDL BioPharma Directorsalternative Investor Representative Appointee. (ec) Each PDL BioPharma Director appointed or elected Investor Representative Appointee will hold his or her office as a director of the Company for such term as is provided in the Company Certificate and PDL BioPharma Observer designated pursuant to this Section 8.9 shall serve Company Bylaws or until his or her death, resignation or removal from the Board of Directors of the Company or until his or her successor is designated or his or her earlier deathhas been duly elected and qualified in accordance with the provisions of this Agreement, disabilitythe Company Certificate, resignation or removal; the Company Bylaws and applicable Law. If any vacancy or newly created directorship in the position of an PDL BioPharma Director may be filled only by PDL BioPharma, Inc., subject Investor Representative Appointee ceases to the fulfillment serve as a director of the requirements set forth in Section 8.9; and each PDL BioPharma Director and PDL BioPharma Observer may, Company for any reason during his or her term term, the Company will use its reasonable best efforts to cause the Board of officeDirectors of the Company to fill the vacancy created thereby with a replacement designated by the Investor Representative. (d) Subject to applicable Law and applicable stock exchange requirements, be removed at any time, without cause, by and only by PDL BioPharma, Inc. and with respect the Investor Representative shall have the right to the PDL BioPharma Director, with cause in accordance with the Delaware General Corporation Law, and with respect to the PDL BioPharma Observer, with cause as determined by designate (i) no less than a majority of the members of the Board of Directors. (f) At all times while a PDL BioPharma Director is serving as a member Directors of the board Company pursuant to this Section 5.06 for so long as the Investor Representative owns Preferred Stock, Company Common Stock or other voting securities, or Warrants exercisable for such securities, representing, in the aggregate, no less than 33% of directors the total voting power of the capital stock of the Company, calculated on a fully-diluted basis, and following any such PDL BioPharma Director’s death, disability, resignation or removal, such PDL BioPharma Director shall be entitled to all rights to indemnification and exculpation as are then made available to any other member (ii) no less than 25% of the board of directors of the Company. (g) During any period in which the Mutual Non-Disclosure Agreement, dated February 20, 2019, by and between the Company and PDL BioPharma, Inc. (the “Nondisclosure Agreement”) is not in effect, prior to the PDL Biopharma Observer’s attendance of any meeting of the Company’s board of directors or a committee thereof, the PDL Biopharma Observer will enter into a form of Observer Agreement in a form reasonably acceptable to the Company and PDL BioPharma, Inc. (the “Observer Agreement”). The Observer Agreement will provide, among other things, that the PDL BioPharma Observer shall agree to hold in confidence all information provided to the PDL BioPharma Observer by the Company or its representatives. Notwithstanding anything in this Agreement, the Nondisclosure Agreement or the Observer Agreement, the Board, or applicable committee of the Board, reserves the right in its sole discretion to exclude the PDL BioPharma Observer from any meeting members of the Board of Directors of the Company pursuant to this Section 5.06 for so long as the Investor Representative owns Preferred Stock, Company Common Stock or committee as applicableother voting securities, or any portion thereof. (h) At all times while a PDL BioPharma Director is serving as a member Warrants exercisable for such securities, representing, in the aggregate, less than 33% but greater than or equal to 20% of the board total voting power of directors the capital stock of the Company, calculated on a fully-diluted basis. (e) Nothing in this Section 5.06 shall prevent the Board of Directors of the Company from acting in accordance with its fiduciary duties or applicable Law or stock exchange requirements or from acting in good faith in accordance with the Company Certificate or Company Bylaws, while giving due consideration to the intent of this Agreement. The Board of Directors of the Company shall furnish PDL BioPharma, Inc. with all information provided have no obligation to members appoint or nominate any Investor Representative Appointee if such appointment or nomination would violate applicable Law or stock exchange requirements or result in a breach by the Board of Directors of the board Company of directors of the Companyits fiduciary duties to its stockholders; provided, however, that all such information derived under this Section 8.9(h) the foregoing shall be subject not affect the right of the Investor Representative to the Nondisclosure Agreementdesignate an alternate Investor Representative Appointee. (if) The provisions rights of the Investor Representative set forth in this Section 8.9 5.06 shall apply solely to the extent permitted by applicable Commission and stock exchange requirements, including, but not limited be in addition to, Nasdaq Rule 5640 and not in limitation of, such voting rights that the Investor Representative may otherwise have as a holder of capital stock of the Company (including any related guidanceshares of Preferred Stock held by the Investor Representative).

Board Representation Rights. For so long as the Purchasers and their Affiliates continue to jointly beneficially own, whether directly or indirectly, at least five percent (5.0%) of the Company’s total issued and outstanding share capital, the Company shall, subject to applicable Law and the Memorandum and Articles, take all necessary or desirable actions as may be required under applicable Law to, upon delivery of written notice from the Purchasers to the Company, (a) At cause an individual jointly designated by the Purchasers to be appointed as the initial Purchaser Director with immediate effect as soon as practicable but in no event later than the (x) the fifteenth (15th) Business Day after receiving written notice from the Purchasers or upon completion (y) such later date on which the Company receives the necessary shareholder approval if such shareholder approval is required pursuant to the then effective memorandum and articles of the Second Closing and provided that PDL BioPharma Inc., fully exercises its Purchase Right, the board of directors association of the Company shall take all actions necessary to cause Xxxxxxxxx Xxxxxx (in such capacity, and the “PDL BioPharma Director” and together with any successors or other directors designated by PDL BioPharma, Inc. pursuant to this Section 8.9, the “PDL BioPharma Directors”) to be appointed to the board of directors rules of the Company as a class I director. Additionally, at or prior to stock exchanges where the Second Closing, Xxxx Xxxx, Ph.D. shall be appointed as a non-voting observer to the board of directors of the Company (in such capacity, the “PDL BioPharma Observer”). (b) From and after the Second Closing Date and Company’s equity securities are listed; provided that PDL BioPharma, Inc. fully exercises its Purchase Right, for as long as PDL BioPharma, Inc. beneficially own at least 12.5% of the total number of outstanding shares of Common Stock, PDL BioPharma, Inc. shall have the exclusive right (but not the obligation), to designate to the board of directors, one PDL BioPharma Director and one PDL BioPharma Observer. (c) The Company and the board of directors of the Company shall consider in good faith designating the PDL BioPharma Director to committees of the board of directors. (d) Following the Second Closing and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, the Company shall take all actions within its power to cause any designee designated pursuant to this Section 8.9 to be included in the slate of nominees recommended by the board of directors of the Company to the holders of Common Stock for election as directors at each meeting of the stockholders of the Company called for the purpose of electing directors (and/or in connection with any election by written consent) and the Company shall use commercially its reasonable best efforts to cause the election of each obtain such designated PDL BioPharma Directors, including shareholder approval as soon as possible (i) voting or providing with a written consent or proxy with respect to Common Stock, and soliciting proxies in favor true copy of the election register of director of the Company reflecting such nomineesappointment, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents duly certified by a director of the Company, which shall be delivered to the Purchasers within five (iii5) executing required agreements Business Days after such appointment), and instruments, (ivb) making, cause the same individual or causing any other individual jointly designated by the Purchasers to be madereelected or appointed as the Purchaser Director from time to time thereafter, with governmentalprovided that, administrative or regulatory authoritiesin each case, all filings, registrations or similar actions that are required such individual jointly designated by the Purchasers shall be qualified to achieve such result serve as a director of the Company under applicable Laws and (v) for so long as PDL BioPharma, Inc. retain Nasdaq rules.” 2. Section 7.10 of the rights described under this Section 8.8, not nominating or recommending the election of any other candidates against or Subscription Agreement is hereby deleted in replacement of such designated PDL BioPharma Directorsits entirety. (e) Each PDL BioPharma Director 3. Except as expressly amended by this Amendment, the terms and PDL BioPharma Observer designated pursuant provisions of the Subscription Agreement shall continue in full force and effect. No reference to this Section 8.9 shall serve until his Amendment need be made in any instrument or her successor is designated or his or her earlier death, disability, resignation or removal; any vacancy or newly created directorship in the position of an PDL BioPharma Director may be filled only by PDL BioPharma, Inc., subject document making reference to the fulfillment of the requirements set forth in Section 8.9; and each PDL BioPharma Director and PDL BioPharma Observer may, during his or her term of office, be removed at any time, without cause, by and only by PDL BioPharma, Inc. and with respect to the PDL BioPharma Director, with cause in accordance with the Delaware General Corporation Law, and with respect to the PDL BioPharma Observer, with cause as determined by a majority of the members of the Board of Directors. (f) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, and following any such PDL BioPharma Director’s death, disability, resignation or removal, such PDL BioPharma Director shall be entitled to all rights to indemnification and exculpation as are then made available to any other member of the board of directors of the Company. (g) During any period in which the Mutual Non-Disclosure Agreement, dated February 20, 2019, by and between the Company and PDL BioPharma, Inc. (the “Nondisclosure Agreement”) is not in effect, prior to the PDL Biopharma Observer’s attendance of any meeting of the Company’s board of directors or a committee thereof, the PDL Biopharma Observer will enter into a form of Observer Agreement in a form reasonably acceptable to the Company and PDL BioPharma, Inc. (the “Observer Agreement”). The Observer Agreement will provide, among other things, that the PDL BioPharma Observer shall agree to hold in confidence all information provided to the PDL BioPharma Observer by the Company or its representatives. Notwithstanding anything in this Agreement, the Nondisclosure Agreement or the Observer Agreement, the Board, or applicable committee of the Board, reserves the right in its sole discretion to exclude the PDL BioPharma Observer from any meeting of the Board or committee as applicable, or any portion thereof. (h) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, the Company shall furnish PDL BioPharma, Inc. with all information provided to members of the board of directors of the Company; provided, however, that all such information derived under this Section 8.9(h) shall be subject to the Nondisclosure Subscription Agreement. (i) The provisions 4. This Amendment shall be governed by, and construed in accordance with, the laws of this the State of New York, without regard to principles of conflict of laws thereunder. 5. Section 8.9 shall apply solely to the extent permitted by applicable Commission and stock exchange requirements9.5 Arbitration, includingSection 9.6 Counterparts, but not limited to, Nasdaq Rule 5640 and any related guidance.Section 9.7

Board Representation Rights. (a) At or upon completion The Investor shall have the right as of the Second Closing and provided that PDL BioPharma Inc.date hereof to designate, fully exercises at its Purchase Rightoption, the board of directors of by notice to the Company shall take all actions necessary prior to cause Xxxxxxxxx Xxxxxx or after the date hereof, (in such capacity, i) one director (the “PDL BioPharma Director” Investor Nominee”) and together with any successors or other directors designated by PDL BioPharma, Inc. pursuant to this Section 8.9, (ii) one observer (the “PDL BioPharma DirectorsInvestor Observer”) to be appointed to the board Board of directors Directors and as of the date hereof the Board of Directors has elected one Investor Nominee and appointed one Investor Observer, as previously requested in writing by the Investor, pursuant to a valid resolution that has not been amended or revoked, a true and complete copy of which is attached hereto as Exhibit H. In addition, the Investor and the Board of Directors shall promptly select an independent director mutually agreed upon by the Company as a class I directorand the Investor (the “Mutual Director”) to serve on the Board of Directors. Additionally, at In the event that the Mutual Director has not been selected on or prior to the Second Closingdate hereof, Xxxx Xxxxthen the Board of Directors and the Investor shall use their best efforts to agree to appoint a Mutual Director as soon as practicable after the date hereof. Except as provided in the Company’s Certificate of Incorporation on the date hereof (a true and complete copy of which has been provided to the Investor prior to the execution of this Agreement), Ph.D. any Investor Nominee or the Mutual Director, as the case may be, may be removed, with or without cause, by the affirmative vote of the holders of at least 85% of the shares of common stock outstanding and entitled to vote at the election of directors; provided, however; that any vacancy on the Board of Directors created as a result of the resignation, removal or other discontinuation of service as a member of the Board of Directors of any Investor Nominee shall be appointed as a non-voting observer filled by an individual who shall have been (i) designated by the Investor Nominee prior to the board effectiveness of directors such vacancy, other than in the case of removal of the Company Investor Nominee for cause, or (ii) nominated or approved in writing by both a majority of the Board of Directors and the Investor, in the case of removal of the Investor Nominee for cause; provided, further, that the foregoing vote requirement shall be of no further force and effect on or after the date that the Investor’s aggregate shares of Common Stock, warrants to purchase shares of Common Stock, or any other equity securities convertible into, or exchangeable for, any Common Stock, shall be less than two (2) percent of the outstanding Common Stock of the Corporation (the “Outstanding Stock”), which Outstanding Stock shall include all shares of Common Stock, warrants to purchase shares of Common Stock whose exercise price is equal to or less than the closing price per share of Common Stock on the trading date immediately prior to such capacitycalculation, or any other equity securities convertible into, or exchangeable for, any Common Stock at a conversion price or exchange rate, respectively, that is equal to or less than the closing price per share of Common Stock on the trading date immediately prior to such calculation; provided, further, that the Mutual Director shall only be replaced by an individual who shall have been nominated or approved in writing by both a majority of the Board of Directors and the Investor. Notwithstanding anything contained herein to the contrary, the “PDL BioPharma Investor’s right to nominate an Investor Nominee or Mutual Director, or designate an Investor Observer”), shall terminate after the date that the Investor’s aggregate shares of Common Stock, warrants to purchase shares of Common Stock, or any other equity securities convertible into, or exchangeable for, any Common Stock, shall be less than two (2) percent of the Outstanding Stock. (b) From The Company shall use its best efforts to fulfill its obligations under this Section 3, and after shall take all necessary and desirable actions to cause the Second Closing Date nomination and provided that PDL BioPharmaelection of any Investor Nominee and the Mutual Director as a director at the Special Meeting and at any subsequent Stockholders’ meeting, Inc. fully exercises its Purchase Rightincluding, for as long as PDL BioPharmawithout limitation, Inc. beneficially own at least 12.5% to (i) call a special meeting of the total number Board of outstanding shares Directors, (ii) call a special meeting of Common Stockthe Stockholders and (iii) recommend to the Stockholders to vote in favor of the election of the Investor Nominee(s) and the Mutual Director at the Special Meeting, PDL BioPharma, Inc. shall have or any other meetings of the exclusive right (but not the obligation)Stockholders, to designate the class of directors that was most recently elected by the Stockholders or appointed by the Board of Directors, as the case may be, to the board Board of directorsDirectors; provided, one PDL BioPharma Director and one PDL BioPharma Observerhowever, that the Company shall not be obligated to make a payment to any of its stockholders for the purpose of obtaining such stockholder’s proxy in favor of the approval of the Proposals. (c) The Company and the board of directors Investor Observer shall be permitted to attend all meetings of the Company shall consider Board of Directors, including all committees thereof, solely in good faith designating the PDL BioPharma Director to committees of the board of directors. (d) Following the Second Closing and provided that PDL BioPharmaa non-voting capacity and, Inc. fully exercises its Purchase Rightin connection therewith, the Company shall take give such Investor Observer copies of all actions within its power to cause any designee designated pursuant to this Section 8.9 to be included in the slate of nominees recommended by the board of directors of the Company to the holders of Common Stock for election as directors at each meeting of the stockholders of the Company called for the purpose of electing directors notices, written materials and other information (and/or in connection with any election by written consent) and the Company shall use commercially reasonable efforts to cause the election of each such designated PDL BioPharma Directorsincluding, including (i) voting or providing a written consent or proxy with respect to Common Stockwithout limitation, and soliciting proxies in favor of the election of such nominees, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing required agreements and instruments, (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) for so long as PDL BioPharma, Inc. retain the rights described under this Section 8.8, not nominating or recommending the election advance notice of any other candidates against or in replacement committee meetings and copies of such designated PDL BioPharma Directors. (emeeting minutes) Each PDL BioPharma Director and PDL BioPharma Observer designated pursuant given to this Section 8.9 shall serve until his or her successor is designated or his or her earlier death, disability, resignation or removal; any vacancy or newly created directorship in the position of an PDL BioPharma Director may be filled only by PDL BioPharma, Inc., subject to the fulfillment of the requirements set forth in Section 8.9; and each PDL BioPharma Director and PDL BioPharma Observer may, during his or her term of office, be removed at any time, without cause, by and only by PDL BioPharma, Inc. and with respect to the PDL BioPharma Director, with cause in accordance with the Delaware General Corporation Law, and with respect to the PDL BioPharma Observer, with cause as determined by a majority of the members of the Board of Directors. (f) At all times while a PDL BioPharma Director is serving as a member Directors in connection with such meetings contemporaneously with any transmission, circulation or delivery of such materials and information to the board of directors of the Companydirectors, and following any such PDL BioPharma Director’s death, disability, resignation or removal, such PDL BioPharma Director shall be entitled to all rights to indemnification and exculpation as are then made available to any other member of the board of directors of the Company. (g) During any period in which the Mutual Non-Disclosure Agreement, dated February 20, 2019, by and between if the Company and PDL BioPharma, Inc. (the “Nondisclosure Agreement”) is not proposes to take any action by written consent in effect, prior to the PDL Biopharma Observer’s attendance lieu of a meeting of its Board of Directors or of any meeting of the Company’s board of directors or a committee thereof, the PDL Biopharma Company shall give written notice thereof to each such Investor Observer will enter into a form contemporaneously with any transmission, circulation or delivery of Observer Agreement in a form reasonably acceptable such written consent to the Company and PDL BioPharma, Inc. (the “Observer Agreement”). The Observer Agreement will provide, among other things, that the PDL BioPharma Observer shall agree to hold in confidence all information provided to the PDL BioPharma Observer by the Company or its representatives. Notwithstanding anything in this Agreement, the Nondisclosure Agreement or the Observer Agreement, the Board, or applicable committee of the Board, reserves the right in its sole discretion to exclude the PDL BioPharma Observer from any meeting of the Board or committee as applicable, or any portion thereof. (h) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, the Company shall furnish PDL BioPharma, Inc. with all information provided to members of the board of directors of the Companydirectors; provided, however, that all if the Board of Directors, based on the advice of outside legal counsel, determines that, with respect to a specific matter to be included on the agenda for the next meeting of the Board of Directors or any committee thereof, that the disclosure of information directly related to such information derived under this Section 8.9(hmatter and required to be discussed at such meeting (the “Privileged Information”) shall be subject to the Nondisclosure Agreement. Investor Observer would adversely affect the attorney-client privilege in effect at such time between the Board of Directors and its counsel, then the Board of Directors may withhold solely the Privileged Information from the Investor Observer and shall otherwise permit the Investor Observer to (i) The provisions participate in the portions of this Section 8.9 shall apply solely the meeting of the Board of Directors or any committee thereof that do not include discussions of the Privileged Information and (ii) receive any other information that the Investor Observer would be entitled to receive. Except as specifically provided in the prior sentence, the Investor Observer may participate in discussions of any and all matters brought to the extent permitted by applicable Commission and stock exchange requirements, including, but not limited to, Nasdaq Rule 5640 and any related guidanceBoard of Directors.

Board Representation Rights. (a) At or upon completion of the Second Closing and provided that PDL BioPharma Inc., fully exercises its Purchase Right, the board of directors of the Company shall take all actions necessary to cause Xxxxxxxxx Xxxxxx (in such capacity, the “PDL BioPharma Director” and together with any successors or other directors designated by PDL BioPharma, Inc. pursuant to this Section 8.9, the “PDL BioPharma Directors”) to be appointed Prior to the board of directors of the Company as a class I director. Additionally, at or prior to the Second Closing, Xxxx Xxxx, Ph.D. shall be appointed as a non-voting observer to the board of directors of the Company (in such capacity, the “PDL BioPharma Observer”). (b) From and after the Second Closing Date and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, for as long as PDL BioPharma, Inc. beneficially own at least 12.5% of the total number of outstanding shares of Common Stock, PDL BioPharma, Inc. shall have the exclusive right (but not the obligation), to designate to the board of directors, one PDL BioPharma Director and one PDL BioPharma Observer. (c) The Company and the board of directors of the Company shall consider in good faith designating the PDL BioPharma Director to committees of the board of directors. (d) Following the Second Closing and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, the Company shall take all actions within its power action necessary to cause any designee the following to occur: (a) effective as of the Closing, the Board of Directors of the Company shall be reconstituted (and the Company and the Board of Directors of the Company shall cause such reconstitution to occur) such that (i) the number of seats on the Board of Directors of the Company shall be as directed by the Principal Investor at least five (5) business days prior to the Closing, (ii) each of such directors (including Xxxxxxx X. Xxxxxx) shall be individuals designated pursuant by the Principal Investor at least five (5) business days prior to the Closing, (iii) each standing committee of the Board of Directors of the Company shall be reconstituted in a manner designated by the Principal Investor at least five (5) business days prior to the Closing and (iv) Xxxxxxx X. Xxxxxx shall be appointed as the Chairman of the Board of Directors of the Company and Chief Executive Officer of the Company. The foregoing designations shall be made such that a majority of the Board of Directors of the Company and the members of each standing committee of the Board of Directors of the Company shall be independent as required in accordance with Nasdaq rules and applicable securities Law. In furtherance of the foregoing, the Company shall deliver to the Principal Investor prior to the Closing evidence reasonably satisfactory to the Principal Investor of the resignation of each director of the Company that has not been designated by the Principal Investor as a director of the Company from and after the Closing, and the resignation of the Chief Executive Officer, which resignations shall be effective as of the Closing. Each director designated by the Principal Investor in accordance with this Section 8.9 5.06 is referred to herein as an “Principal Investor Appointee.” (b) Subject to Section 5.06(d), Section 5.06(e) and Section 5.06(f), in connection with each meeting of stockholders at which directors are to be included elected to serve on the Board of Directors of the Company, the Company shall take all necessary steps to nominate each Principal Investor Appointee (or such alternative persons who are proposed by the Principal Investor and notified to the Company on or prior to any date set forth in the slate Company Organizational Documents or applicable Law with respect to the nomination of nominees recommended by directors) and to use its reasonable best efforts to cause the board Board of directors Directors of the Company to the holders of Common Stock for election as directors at each meeting of unanimously recommend that the stockholders of the Company called for the purpose of electing directors (and/or in connection with any election by written consent) and the Company shall use commercially reasonable efforts to cause the election of each such designated PDL BioPharma Directors, including (i) voting or providing a written consent or proxy with respect to Common Stock, and soliciting proxies vote in favor of the each Principal Investor Appointee for election of such nominees, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents Board of Directors of the Company. If, (iii) executing required agreements and instrumentsfor any reason, (iv) making, or causing a candidate designated as an Principal Investor Appointee is determined to be madeunqualified to serve on the Board of Directors of the Company because such appointment would constitute a breach of the fiduciary duties of the Board of Directors of the Company or applicable Law or stock exchange requirements, with governmentalthe Principal Investor shall have the right to designate an alternative Principal Investor Appointee to be so appointed, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) for so long as PDL BioPharma, Inc. retain the rights described under provisions of this Section 8.85.06(b) shall apply, not nominating or recommending the election of any other candidates against or in replacement of mutatis mutandis, to such designated PDL BioPharma Directorsalternative Principal Investor Appointee. (ec) Each PDL BioPharma Director and PDL BioPharma Observer designated pursuant to this Section 8.9 shall serve appointed or elected Principal Investor Appointee will hold his or her office as a director of the Company for such term as is provided in the Company Organizational Documents or until his or her death, resignation or removal from the Board of Directors of the Company or until his or her successor is designated or his or her earlier deathhas been duly elected and qualified in accordance with the provisions of this Agreement, disability, resignation or removal; the Company Organizational Documents and applicable Law. If any vacancy or newly created directorship in the position of an PDL BioPharma Director may be filled only by PDL BioPharma, Inc., subject Principal Investor Appointee ceases to the fulfillment serve as a director of the requirements set forth in Section 8.9; and each PDL BioPharma Director and PDL BioPharma Observer may, Company for any reason during his or her term term, the Company will use its reasonable best efforts to cause the Board of officeDirectors of the Company to fill the vacancy created thereby with a replacement designated by the Principal Investor. (d) Subject to applicable Law and applicable stock exchange requirements, be removed at any time, without cause, by and only by PDL BioPharma, Inc. and with respect the Principal Investor shall have the right to designate directors to the PDL BioPharma Director, with cause in accordance with Board of Directors of the Delaware General Corporation Law, and with respect Company pursuant to the PDL BioPharma Observer, with cause this Section 5.06 as determined by a majority follows: (i) all of the members of the Board of DirectorsDirectors of the Company for so long as the Investors collectively own or control (together with their Affiliates) Preferred Stock, Company Common Stock or other voting securities, or Warrants exercisable for such securities, representing, in the aggregate, at least eighty percent (80%) of the total voting power of the capital stock of the Company, calculated on a fully-diluted, as-converted basis, (ii) seventy-five percent (75%) of the total number of seats (rounded up to the nearest whole number) on the Board of Directors of the Company for so long as the Investors collectively own or control (together with their Affiliates) Preferred Stock, Company Common Stock or other voting securities, or Warrants exercisable for such securities, representing, in the aggregate, at least sixty-five percent (65%) (but less than eighty percent (80%)) of the total voting power of the capital stock of the Company, calculated on a fully-diluted, as-converted basis, (iii) a majority of the total number of seats (rounded up to the nearest whole number) on the Board of Directors of the Company for so long as the Investors collectively own or control (together with their Affiliates) Preferred Stock, Company Common Stock or other voting securities, or Warrants exercisable for such securities, representing, in the aggregate, at least forty-five percent (45%) (but less than sixty-five percent (65%)) of the total voting power of the capital stock of the Company, calculated on a fully-diluted, as-converted basis, (iv) forty percent (40%) of the total number of seats (rounded up to the nearest whole number) on the Board of Directors of the Company for so long as the Investors collectively own or control (together with their Affiliates) Preferred Stock, Company Common Stock or other voting securities, or Warrants exercisable for such securities, representing, in the aggregate, at least thirty percent (30%) (but less than forty-five percent (45%)) of the total voting power of the capital stock of the Company, calculated on a fully-diluted, as-converted basis, (v) thirty-three percent (33%) of the total number of seats (rounded up to the nearest whole number) on the Board of Directors of the Company for so long as the Investors collectively own or control (together with their Affiliates) Preferred Stock, Company Common Stock or other voting securities, or Warrants exercisable for such securities, representing, in the aggregate, at least fifteen (15%) (but less than thirty percent (30%)) of the total voting power of the capital stock of the Company, calculated on a fully-diluted, as-converted basis, and (vi) two members of the Board of Directors of the Company for so long as the Investors collectively own or control (together with their Affiliates) Preferred Stock, Company Common Stock or other voting securities, or Warrants exercisable for such securities, representing, in the aggregate, at least five percent (5%) (but less than fifteen percent (15%)) of the total voting power of the capital stock of the Company, calculated on a fully-diluted, as converted basis. (e) The Board of Directors of the Company shall have no obligation to appoint or nominate any Principal Investor Appointee if such appointment or nomination would violate applicable Law or stock exchange requirements or result in a breach by the Board of Directors of the Company of its fiduciary duties to its stockholders; provided, that the foregoing shall not affect the right of the Principal Investor to designate an alternate Principal Investor Appointee. (f) At all times while a PDL BioPharma Director is serving The rights of the Principal Investor set forth in this Section 5.06 shall be in addition to, and not in limitation of, such voting rights that the Principal Investor may otherwise have as a member holder of capital stock of the board Company (including any shares of directors of the Company, and following any such PDL BioPharma Director’s death, disability, resignation or removal, such PDL BioPharma Director shall be entitled to all rights to indemnification and exculpation as are then made available to any other member of the board of directors of the Company. (g) During any period in which the Mutual Non-Disclosure Agreement, dated February 20, 2019, by and between the Company and PDL BioPharma, Inc. (the “Nondisclosure Agreement”) is not in effect, prior to the PDL Biopharma Observer’s attendance of any meeting of the Company’s board of directors or a committee thereof, the PDL Biopharma Observer will enter into a form of Observer Agreement in a form reasonably acceptable to the Company and PDL BioPharma, Inc. (the “Observer Agreement”). The Observer Agreement will provide, among other things, that the PDL BioPharma Observer shall agree to hold in confidence all information provided to the PDL BioPharma Observer Preferred Stock held by the Company or its representatives. Notwithstanding anything in this Agreement, the Nondisclosure Agreement or the Observer Agreement, the Board, or applicable committee of the Board, reserves the right in its sole discretion to exclude the PDL BioPharma Observer from any meeting of the Board or committee as applicable, or any portion thereofPrincipal Investor). (h) At all times while a PDL BioPharma Director is serving as a member of the board of directors of the Company, the Company shall furnish PDL BioPharma, Inc. with all information provided to members of the board of directors of the Company; provided, however, that all such information derived under this Section 8.9(h) shall be subject to the Nondisclosure Agreement. (i) The provisions of this Section 8.9 shall apply solely to the extent permitted by applicable Commission and stock exchange requirements, including, but not limited to, Nasdaq Rule 5640 and any related guidance.