Common use of Conditions Precedent to Tranche C Loan Clause in Contracts

Conditions Precedent to Tranche C Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche C Loan is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: (a) Such Lender’s receipt of the Tranche C Note, executed by Borrower, and the Collateral Agent’s and such Lender’s receipt of an updated Disclosure Letter, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) The Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or the Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)), in form and substance reasonably satisfactory to the Collateral Agent; (c) The Collateral Agent’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche C Loan for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; (d) payment of Lender Expenses and other fees then due as specified in Section 2.4 hereof; and (e) The Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(k) (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent) or advised prior to the Tranche B Closing Date pursuant to Section 5.2(b); (f) there should not have been any prepayment of the Tranche A Loan or the Tranche B Loan pursuant to Section 2.1(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii) or as a result of the acceleration of the maturity of the Tranche B Loan pursuant to Section 8.1(a); (g) the Contingent Obligation of the Borrower with respect to Regulatory Approval by the FDA for the commercialization of products to treat follicular lymphoma in the United States shall have become due and payable pursuant to the Amended and Restated Collaboration and License Agreement, dated as of March 12, 2015, by and between Borrower and Eisai Co., Ltd. (without taking into account any amendment, restatement, supplement or modification thereto); and (h) The Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.3 and in Section 3.4 and Section 3.6 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).

Conditions Precedent to Tranche C Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche C Loan Amount is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: : (a) Such each Lender’s receipt of the Tranche C Note, executed by Borrower, and the Collateral Agent’s and such LenderXxxxxx’s receipt of an updated Disclosure Letter, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); ; (b) The the Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or the Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)), in form and substance reasonably satisfactory to the Collateral Agent; (c) The Collateral Agent’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche C Loan for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; (d) payment of Lender Expenses and other fees then due as specified in Section 2.4 hereof; and (e) The Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(k) (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent) or advised prior to the Tranche B Closing Date pursuant to Section 5.2(b); (f) there should not have been any prepayment of the Tranche A Loan or the Tranche B Loan pursuant to Section 2.1(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii) or as a result of the acceleration of the maturity of the Tranche B Loan pursuant to Section 8.1(a); (g) the Contingent Obligation of the Borrower with respect to Regulatory Approval by the FDA for the commercialization of products to treat follicular lymphoma in the United States shall have become due and payable pursuant to the Amended and Restated Collaboration and License Agreement, dated as of March 12, 2015, by and between Borrower and Eisai Co., Ltd. (without taking into account any amendment, restatement, supplement or modification thereto); and (h) The Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.3 and in Section 3.4 and Section 3.6 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).; (c) the Collateral Agent’s receipt of a Secretary’s Certificate, or in the case of any Swiss Guarantor, a Director’s Certificate, in relation to each Credit Party, certifying either (i) that the Borrowing Resolutions adopted as of the Tranche A Closing Date authorizing the Tranche C Loan and previously delivered to the Collateral Agent pursuant to Section 3.1(d) have not been modified and remain in full force and effect, or (ii) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the Borrowing Resolutions then in full force and effect authorizing the Tranche C Loan, in form and substance reasonably satisfactory to the Collateral Agent; (d) concurrent with the funding of the Tranche C Loan, payment of the Tranche C Additional Consideration, which such payment shall be deducted from the proceeds of the Tranche C Loan; (e) concurrent with the funding of the Tranche C Loan, payment of any and all Lender Expenses then due as specified in Section 2.4 hereof, which such payment shall be deducted from the proceeds of the Tranche C Loan; (f) no prepayment of the Tranche A Loan or the Tranche B Loan has been made;

Conditions Precedent to Tranche C Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche C Loan Amount is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: (a) Such each Lender’s receipt of the Tranche C Note, executed by Borrower, and the Collateral Agent’s and such Lender’s receipt of an updated Disclosure Letter, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) The the Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or the Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)), ) (to be in form and substance reasonably satisfactory to the Collateral Agent); (c) The Collateral Agent’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche C Loan for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; (d) payment of any and all accrued and unpaid Lender Expenses and other fees then due as specified in Section 2.4 hereof; andhereof concurrent with the funding of the Tranche C Loan; (e) The no prepayment of the Tranche A Loan or the Tranche B Loan has been made; (f) the Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(k3.1(l) or, to the extent updated, clause (a) above (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent) or advised prior to the Tranche B Closing Date pursuant to Section 5.2(b); (f) there should not have been any prepayment of the Tranche A Loan or the Tranche B Loan pursuant to Section 2.1(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii) or as a result of the acceleration of the maturity of the Tranche B Loan pursuant to Section 8.1(a);; and (g) the Contingent Obligation of the Borrower with respect to Regulatory Approval by the FDA for the commercialization of products to treat follicular lymphoma in the United States shall have become due and payable pursuant to the Amended and Restated Collaboration and License Agreement, dated as of March 12, 2015, by and between Borrower and Eisai Co., Ltd. (without taking into account any amendment, restatement, supplement or modification thereto); and (h) The Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.3 and in Section 3.4 3.4, Section 3.5 and Section 3.6 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).

Conditions Precedent to Tranche C Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche C Loan Amount is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: : (a) Such each Lender’s receipt of the Tranche C Note, executed by Borrower, and the Collateral Agent’s and such LenderXxxxxx’s receipt of an updated Disclosure Letter, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); ; (b) The the Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or the Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)), ) (to be in form and substance reasonably satisfactory to the Collateral Agent; ); (c) The Collateral Agent’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche C Loan for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; ; (d) concurrent with the funding of the Tranche C Loan, payment of the Tranche C Additional Consideration, which such payment shall be deducted from the proceeds of the Tranche C Loan; (e) concurrent with the funding of the Tranche C Loan, payment of any and all Lender Expenses and other fees then due as specified in Section 2.4 hereof, which such payment shall be deducted from the proceeds of the Tranche C Loan; and (ef) The no prepayment of the Tranche A Loan or the Tranche B Loan has been made; (g) the Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(k3.1(l) or, to the extent updated, clause (a) above (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent) or advised prior to the Tranche B Closing Date pursuant to Section 5.2(b); (f) there should not have been any prepayment of the Tranche A Loan or the Tranche B Loan pursuant to Section 2.1(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii) or as a result of the acceleration of the maturity of the Tranche B Loan pursuant to Section 8.1(a); (g) the Contingent Obligation of the Borrower with respect to Regulatory Approval by the FDA for the commercialization of products to treat follicular lymphoma in the United States shall have become due and payable pursuant to the Amended and Restated Collaboration and License Agreement, dated as of March 12, 2015, by and between Borrower and Eisai Co., Ltd. (without taking into account any amendment, restatement, supplement or modification thereto); and (h) The trailing twelve-month Product Net Sales, tested at the date of the Advance Request Form for the Tranche C Loan delivered by Borrower in accordance with Section 3.7, exceed $90,000,000; and (i) the Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.3 and in Section 3.4 3.5, Section 3.6 and Section 3.6 3.7 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).

Conditions Precedent to Tranche C Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche C Loan Amount is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: (a) Such Lender’s receipt of the Tranche C Note, executed by Borrower, and the Collateral Agent’s and such each Lender’s receipt receipt, on the Tranche C Closing Date, of an updated Disclosure Letterthe Tranche C Note executed by Borrower, and, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date Date, an updated Disclosure Letter or Perfection Certificate (provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) The Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or the Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)), in form and substance reasonably satisfactory to the Collateral Agent; each case (cx) The Collateral Agent’s receipt dated as of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche C Loan for Closing Date, (y) executed (where applicable) and delivered by each applicable Credit Party, and (z) in form and substance reasonably satisfactory to the Collateral Agent; (b) the Collateral Agent’s receipt of a Secretary’s Certificate in relation to each Credit Party, dated the Tranche C Closing Date, certifying that the Borrowing Resolutions adopted as of the Tranche A Closing Date authorizing the Term Loans and previously delivered to the Collateral Agent pursuant to Section 3.1(d) have not been modified and remain in full force and effect; (c) the first FDA approval of a BLA for CHS-007 (toripalimab) shall have been obtained, by or on behalf of Borrower, for the introduction or delivery for introduction into interstate commerce of CHS-007 (toripalimab) in the United States prior to the date on which Borrower requests the Tranche C Loan pursuant to Section 3.7; (d) RESERVED; (e) concurrent with the funding of the Tranche C Loan, payment of Lender Expenses and other fees then due as specified in Section 2.4 hereof; and (ef) The the Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming confirming: (i) there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(k) (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent) or advised prior to the Tranche B Closing Date pursuant to Section 5.2(b); (f) there should not have been any prepayment of the Tranche A Loan or the Tranche B Loan pursuant to Section 2.1(c)(i), Section 2.2(c)(ii3.1(a)(i) or Section 2.2(c)(iii3.2(a), as applicable; and (ii) or as a result of the acceleration of the maturity of the Tranche B Loan pursuant to Section 8.1(a); (g) the Contingent Obligation of the Borrower with respect to Regulatory Approval by the FDA for the commercialization of products to treat follicular lymphoma in the United States shall have become due and payable pursuant to the Amended and Restated Collaboration and License Agreement, dated as of March 12, 2015, by and between Borrower and Eisai Co., Ltd. (without taking into account any amendment, restatement, supplement or modification thereto); and (h) The Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.3 and in Section 3.4 3.5, Section 3.6 and Section 3.6 3.7 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).

Conditions Precedent to Tranche C Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche C Loan Amount is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: (a) Such Lender’s receipt of the Tranche C Note, executed by Borrower, and the Collateral Agent’s and each Xxxxxx’s receipt: (i) on the Effective Date, of copies of this Amended and Restated Loan Agreement, an Israeli law-governed Fixed Charge Debenture (Unlimited in Amount), an Israeli law-governed Floating Charge Debenture (Unlimited in Amount), a Secretary’s Certificate in relation to each Credit Party, certifying that attached as Exhibit A to such Lender’s receipt certificate is a true, correct, and complete copy of an updated Disclosure Letterthe Borrowing Resolutions then in full force and effect authorizing the transactions contemplated by this Amended and Restated Loan Agreement, including the Tranche C Loan and such Israeli law-governed debentures, and opinions of Erdinast Xxx Xxxxx Xxxxxxxx & Co., counsel to the Parent, in each case (x) dated as of the Effective Date, (y) executed (where applicable) and delivered by each applicable Credit Party, and (z) in form and substance reasonably satisfactory to the Collateral Agent; (ii) promptly, and in no event later than five (5) Business Days following the Effective Date, of copies of a Patent Security Agreement by and between Parent and the Collateral Agent, (x) dated as of the Effective Date, (y) executed (where applicable) and delivered by Parent, and (z) in form and substance reasonably satisfactory to the Collateral Agent; and (iii) on the Tranche C Closing Date, of the Tranche C Note executed by Xxxxxxxx, and, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date Date, a Disclosure Letter or Perfection Certificate updated in reasonable detail (provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) The Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or the Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)), in each case (x) dated as of the Tranche C Closing Date, (y) executed (where applicable) and delivered by each applicable Credit Party, and (z) in form and substance reasonably satisfactory to the Collateral Agent; (cb) The if the Operating Documents of any of Parent or the Credit Parties delivered to the Collateral Agent pursuant to Section 3.1(b) have subsequently been amended, restated, supplemented or otherwise modified, the Collateral Agent’s receipt of (i) true, correct and complete copies of the Operating Documents of each such Credit Party, and (ii) a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and Certificate, dated the Tranche C Loan for each Credit PartyClosing Date, certifying that the foregoing copies are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent); (c) the Collateral Agent’s receipt of a good standing certificate for each Credit Party (where applicable in the subject jurisdiction), certified (where available) by the Secretary of State (or the equivalent thereof) of the jurisdiction of incorporation, formation or organization of such Person as of a date no earlier than thirty (30) days prior to the Tranche C Closing Date; (d) concurrent with the funding of the Tranche C Loan, payment of Lender Expenses and other fees then due as specified in Section 2.4 hereofhereof and for which an invoice has been received by Borrower at least (1) Business Day prior, and payment of the Tranche C Additional Consideration in accordance with Section 2.7, which such payments shall be deducted from the proceeds of the Tranche C Loan; (e) no prepayment of the principal amount of any Term Loan has been made pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of any Term Loan pursuant to Section 8.1(a); and (ef) The the Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of BorrowerParent, confirming confirming: (i) there is no Adverse Proceeding pending or, to the Knowledge of BorrowerParent, threatenedthreatened in writing, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(k3.1(a)(i) or Section 3.2(a) or Section 3.3(a), as applicable; and (ii) satisfaction of the conditions precedent set forth in this Section 3.3 and in Section 3.5, Section 3.6 and Section 3.7 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent) or advised prior to the Tranche B Closing Date pursuant to Section 5.2(b); (f) there should not have been any prepayment of the Tranche A Loan or the Tranche B Loan pursuant to Section 2.1(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii) or as a result of the acceleration of the maturity of the Tranche B Loan pursuant to Section 8.1(a); (g) the Contingent Obligation of the Borrower with respect to Regulatory Approval by the FDA for the commercialization of products to treat follicular lymphoma in the United States shall have become due and payable pursuant to the Amended and Restated Collaboration and License Agreement, dated as of March 12, 2015, by and between Borrower and Eisai Co., Ltd. (without taking into account any amendment, restatement, supplement or modification thereto); and (h) The Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.3 and in Section 3.4 and Section 3.6 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).

Conditions Precedent to Tranche C Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche C Loan is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: (a) Such Lender’s receipt of the Tranche C Note, executed by Borrower, and the Collateral Agent’s and such Lender’s receipt of an updated Disclosure Letter, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) The Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or the Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)), in form and substance reasonably satisfactory to the Collateral Agent; (c) The Collateral Agent’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche C Loan for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; (d) payment of Lender Expenses and other fees then due as specified in Section 2.4 hereof; and; (e) The Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(k3.1(a) (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent) or advised prior to the Tranche B Closing Date pursuant to Section 5.2(b); (f) there should not have been any prepayment of the Tranche A Loan or the Tranche B Loan pursuant to Section 2.1(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii) of the Original Loan Agreement or as a result of the acceleration of the maturity of the Tranche B Loan pursuant to Section 8.1(a); (g) the Contingent Obligation of the Borrower with respect to Regulatory Approval by the FDA for the commercialization of products to treat follicular lymphoma in the United States shall have become due and payable pursuant to the Amended and Restated Collaboration and License Agreement, dated as of March 12, 2015, by and between Borrower and Eisai Co., Ltd. (without taking into account any amendment, restatement, supplement or modification thereto); and (h) The Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.3 and in Section 3.4 and Section 3.6 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).

Conditions Precedent to Tranche C Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche C Loan Amount is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: (a) Such Lender’s receipt of the Tranche C Note, executed by Borrower, and the Collateral Agent’s and such each Lender’s receipt receipt, on the Tranche C Closing Date, of an updated Disclosure Letterthe Tranche C Note executed by Borrower, and, if and to the extent any update thereto is necessary between the Tranche B prior Closing Date (or Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date Date, an updated Disclosure Letter or Perfection Certificate (provided, that that, in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) The Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche B Closing Date (or the Tranche A Closing Date if the Tranche B Loan is not funded) and the Tranche C Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)), in form and substance reasonably satisfactory to the Collateral Agent; each case (cx) The Collateral Agent’s receipt dated as of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche C Loan for Closing Date, (y) executed (where applicable) and delivered by each applicable Credit Party, and (z) in form and substance reasonably satisfactory to the Collateral Agent; (db) the Collateral Agent’s receipt of a Secretary’s Certificate in relation to each Credit Party, dated the Tranche C Closing Date, certifying that: (i) (A) the Borrowing Resolutions (and, if applicable, resolutions of the holders of all of its issued shares) adopted as of the Tranche A Closing Date authorizing the Term Loans and previously delivered to the Collateral Agent pursuant to Section 3.1(d) have not been modified and remain in full force and effect or, alternatively, (B) attached to such certificate is a true, correct, and complete copy of the Borrowing Resolutions then in full force and effect authorizing the Tranche B Loan; and (ii) the Collateral Agent and each Lender may conclusively rely on such certificate with respect to the authority of such officers unless and until such Credit Party shall have delivered to the Collateral Agent a further certificate canceling or amending such prior certificate; (c) concurrent with the funding of the Tranche C Loan, payment of Lender Expenses and other fees then due as specified in Section 2.4 hereof; andhereof for which Borrower has received an invoice at least one (1) Business Day prior, and payment of the Tranche C Additional Consideration in accordance with Section 2.7, which such payments shall be deducted from the proceeds of the Tranche C Loan; (d) the Tranche A Loan has been funded on the Tranche A Closing Date; (e) The the Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming confirming: (i) the Tranche C Net Sales Trigger has occurred; (ii) there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(k) (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent) or advised prior to the Tranche B Closing Date pursuant to Section 5.2(b); (f) there should not have been any prepayment of the Tranche A Loan or the Tranche B Loan pursuant to Section 2.1(c)(i3.1(a)(i), Section 2.2(c)(ii3.2(a)(i) or Section 2.2(c)(iii3.3(a)(i), as applicable; and (iii) or as a result of the acceleration of the maturity of the Tranche B Loan pursuant to Section 8.1(a); (g) the Contingent Obligation of the Borrower with respect to Regulatory Approval by the FDA for the commercialization of products to treat follicular lymphoma in the United States shall have become due and payable pursuant to the Amended and Restated Collaboration and License Agreement, dated as of March 12, 2015, by and between Borrower and Eisai Co., Ltd. (without taking into account any amendment, restatement, supplement or modification thereto); and (h) The Collateral Agent’s receipt of a certificate, dated the Tranche C Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.3 and in Section 3.4 3.4, Section 3.5 and Section 3.6 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent). For the avoidance of doubt, Borrower shall not be permitted to deliver an Advance Request Form with respect to, and no Lender shall have any obligation to fund, the Tranche C Loan (or any portion thereof), unless and until the Tranche C Net Sales Trigger has occurred; and (f) concurrent with the funding of the Tranche C Loan, payment of Lender Expenses then due as specified in Section 2.4 hereof for which Borrower has received an invoice at least one (1) Business Day prior, and payment of the Tranche C Additional Consideration in accordance with Section 2.7, which such payments shall be deducted from the proceeds of the Tranche C Loan.