Common use of CHANGES IN OBLIGATIONS, CERTAIN WAIVERS Clause in Contracts

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Company may at any time and from time to time, without notice to or further consent of the Guarantor, make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge, or release of any of the Obligations, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub without in any way impairing or affecting this Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub with respect to the Obligations; (ii) any agreement with Parent or Merger Sub with respect to (a) any change in the time, place or manner of payment of any of the Obligations, (b) any rescission, waiver, compromise, consolidation, or other amendment or modification of any of the terms or provisions of the Merger Agreement or (c) any other agreement evidencing, securing, or otherwise executed in connection with any of the Obligations; (iii) any change in the corporate existence, structure or ownership of Parent or Merger Sub; (v) any insolvency, bankruptcy, reorganization, or other similar proceeding affecting Parent or Merger Sub; (vi) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or Merger Sub, whether in connection with the Merger Agreement, the Obligations, or otherwise; or (vi) the adequacy of any other means the Company may have of obtaining repayment of any of the Obligations.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (ai) The Guarantor Parent agrees that the Company Licensee and Inhibrx may at any time and from time to time and at any time, without notice to or further consent of the GuarantorParent, extend or amend the time of payment of the Inhibrx Obligations, and Licensee may also make any agreement with Parent or Merger Sub Inhibrx, for the extension, renewal, payment, compromise, extension, discharge, renewal, or release of any of the Obligationsthereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub without in any way impairing or affecting the Parent’s obligations under this Guarantee. The Guarantor agrees that Section 12.15 (and in the event of any such extension or amendment the obligations of the Guarantor Parent under this Section 12.15 shall be deemed extended or amended accordingly); provided, however, that no such amendment shall increase the amount of the Inhibrx Obligations or decrease the amount of time within which Inhibrx must satisfy the Inhibrx Obligations without the Parent’s written consent. The Parent agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (iA) the existence of any claim, set-off or other right which the Parent may have at any time against Inhibrx, whether in connection with the Inhibrx Obligations or otherwise; (B) any insolvency, bankruptcy, reorganization or other similar proceeding of Inhibrx; (C) the failure of the Company Licensee to assert any claim or demand or to enforce any right or remedy against Parent Inhibrx or Merger Sub with respect any other Person interested in the transactions contemplated by this Agreement; (D) any change in the corporate existence, structure or ownership of Inhibrx or any other Person interested in the transactions contemplated by this Agreement; (E) the addition, substitution or release of any Person to or from this Section 12.15, this Agreement, or any related agreement or document (provided that any such addition, substitution or release shall, in the case of this Agreement or any such agreement or document, be subject to the prior written consent of Inhibrx and Parent); (F) the adequacy of any other means Licensee may have of obtaining fulfillment of the Inhibrx Obligations; or (ii) any agreement with Parent or Merger Sub with respect to (aG) any change in the time, place or manner of payment of any fulfillment of the Obligations, (b) Inhibrx Obligations or any rescission, waiver, compromise, consolidation, consolidation or other amendment or modification of any of the terms or provisions of the Merger this Agreement or (c) any other agreement evidencing, securing, securing or otherwise executed in connection with the Inhibrx Obligations (provided that any such change, rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the prior written consent of Inhibrx and Parent). To the fullest extent permitted by applicable Law and except as otherwise provided in this Section 12.15, the Parent hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by Licensee. The Parent waives promptness, diligence, notice of the acceptance of the Inhibrx Obligations; (iii) , presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of incurrence of the Inhibrx Obligations and all other notices of any change kind, any right to require the marshaling of assets of Inhibrx or any other Person interested in the corporate existencetransactions contemplated by this Agreement, structure or ownership all defenses which may be available by virtue of Parent or Merger Sub; (v) any insolvencystay, bankruptcy, reorganization, moratorium law or other similar proceeding affecting law now or hereafter in effect and all suretyship defenses generally (other than fraud or willful misconduct by Licensee or any of its subsidiaries, defenses to the payment of the Inhibrx Obligations that are available to Inhibrx under this Agreement or any other agreement contemplated by this Agreement or breach by Licensee or any of its Affiliates of this Section 12.15). The Parent hereby expressly waives any right to require Licensee to proceed against Inhibrx or Merger Sub; (vi) pursue any other remedy against Inhibrx in Licensee’s power whatsoever. The Parent acknowledges that it will receive substantial direct and indirect benefits from the existence of any claim, set-off or other right transactions contemplated by this Agreement and that the Guarantor may have at any time against Parent or Merger Sub, whether waivers set forth in connection with the Merger Agreement, the Obligations, or otherwise; or (vi) the adequacy this Section 12.15 are knowingly made in contemplation and in consideration of any other means the Company may have of obtaining repayment of such benefits and that if any of such waivers are determined contrary to any applicable Law or public policy, such waivers shall be effective only to the Obligationsmaximum extent permitted by applicable Law.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor Contributor agrees that the Company may at any time and from time to time, without notice to or further consent of the GuarantorContributor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge, discharge or release of any of the Obligationsthereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub Parent, without in any way impairing or affecting the Contributor’s obligations under this GuaranteeEquity Contribution Agreement. The Guarantor Contributor agrees that the obligations of the Guarantor Contributor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (ia) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub with respect to any other person interested in the Obligationstransactions contemplated by the Investment Agreement; (ii) any agreement with Parent or Merger Sub with respect to (ab) any change in the time, place or manner of payment of any of the Obligations, (b) Obligations or any rescission, waiver, compromise, consolidation, consolidation or other amendment or modification of any of the terms or provisions of the Merger Investment Agreement or (c) any other agreement evidencing, securing, securing or otherwise executed in connection with any of the ObligationsObligations (including the Contributor’s commitment letter to Parent); (iiic) any change in the corporate existence, structure or ownership of Parent or Merger SubParent; (vd) any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting Parent or Merger Subfor Parent; (vie) the existence of any claim, set-off off, right of recoupment or other right that the Guarantor Contributor may have at any time against Parent or Merger Subthe Company, whether in connection with the Merger Agreement, the Obligations, Obligations or otherwise; or (vif) the adequacy of any other means the Company may have of obtaining repayment payment of any of the Obligations; or (g) any assignment by Parent to any other person of its obligations under the Investment Agreement. To the fullest extent permitted by law, the Contributor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Contributor waives promptness, diligence, notice of the acceptance of this Equity Contribution Agreement and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligation incurred and all other notices of any kind (except for notices to be provided to Parent and its counsel in accordance with the Investment Agreement), all defenses that may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent or any other person interested in the transactions contemplated by the Investment Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Affiliates, defenses to the payment of the Obligations that are available to Parent under the Investment Agreement (which shall be available to the Contributor under this Equity Contribution Agreement) or breach by the Company of this Equity Contribution Agreement). The Contributor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Investment Agreement and that the waivers set forth in this Equity Contribution Agreement are knowingly made in contemplation of such benefits. The Company hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Investment Agreement or the transactions contemplated thereby, against any former, current or future director, officer, employee, agent, advisor, attorney, representative, affiliate, general or limited partner, securityholder, member, manager, trustee or controlling person of the Contributor (or any of their successors or assigns) or any affiliate thereof, or against any former, current or future director, officer, employee, agent, advisor, attorney, representative, affiliate, general or limited partner, securityholder, member, manager, trustee or controlling person of any of the foregoing (or any of their successors or assigns) or any affiliate thereof. The Contributor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent that arise from the existence, payment, performance, or enforcement of the Contributor’s Covered Obligations under or in respect of this Equity Contribution Agreement or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from Parent, directly or indirectly, in cash or other property or by set-off or right of recoupment or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Covered Obligations shall have been satisfied in full. If any amount shall be paid to the Contributor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Covered Obligations, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Contributor and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Covered Obligations, in accordance with the terms and conditions set forth or referred to in the Investment Agreement, whether matured or unmatured, or to be held as collateral for any Covered Obligations thereafter arising. Notwithstanding anything to the contrary contained in this Equity Contribution Agreement, the Company hereby agrees that to the extent Parent is relieved by the Company of any of its obligations under the Investment Agreement, the Contributor shall be similarly relieved of its obligations under this Equity Contribution Agreement.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Company may may, at any time and from time to time, without notice to or further consent of the Guarantor, make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge, or release of any of the Obligations, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub without in any way impairing or affecting this Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub with respect to the Obligations; (ii) any agreement with Parent or Merger Sub with respect to (a) any change in the time, place or manner of payment of any of the Obligations, (b) any rescission, waiver, compromise, consolidation, or other amendment or modification of any of the terms or provisions of the Merger Agreement or (c) any other agreement evidencing, securing, or otherwise executed in connection with any of the Obligations; (iii) any change in the corporate existence, structure or ownership of Parent or Merger Sub; (v) any insolvency, bankruptcy, reorganization, or other similar proceeding affecting Parent or Merger Sub; (vi) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or Merger Sub, whether in connection with the Merger Agreement, the Obligations, or otherwise; or (vi) the adequacy of any other means the Company may have of obtaining repayment payment of any of the Obligations.