Common use of Entire Agreement; Amendments; Waivers Clause in Contracts

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent securing the Obligations, (vi) release Borrower from its obligations hereunder and under the other Debt Documents or any guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite LenderFinance Parties. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Security Trustee or Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property, in each case, except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent or Security Trustee securing the Obligations, (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b11.8(b) or (c)) or the definition of “Pro Rata Share”. (d) Notwithstanding any provision in this Section 10.8 11.9 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, no approval or consent thereunder, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by AgentBorrower, Borrower Agent and the Required Lenders having more than provided that (xi) 60% no such amendment, waiver or other modification that would have the effect of the aggregate Commitments of all Lenders increasing or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the reducing a Lender’s Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Loan Commitment or Term Loan, Pro Rata Share shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Agent shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the effective without Agent’s written consent of Requisite Lenders.or signature; (ciii) No no such amendment, modification, termination waiver or waiver of any provision of this Agreement or any other Debt Document modification shall, unless in writing and signed by Agent and each Lender all the Lenders directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (iiA) reduce the principal of or of, rate of interest on any Obligation or the amount of any fees payable hereunderwith respect to any Term Loan or forgive any principal, interest (iiiother than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for ,for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan, Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for Lenders to take any action hereunder, ; (ivD) release all or substantially all or any material portion of the Collateral, except authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Debt Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 10.7 or the definitions of the terms used in this Section 10.7 insofar as the definitions affect the substance of this Section 8.4; (F) consent to the assignment, delegation or other transfer by any Borrower or any Guarantor of any of its rights and obligations under any Debt DocumentsDocument or release Borrower or any Guarantor of its payment obligations under any Debt Document, except, in each case with respect to this clause (vF), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 8.4 or amend any of the definitions Pro Rata Share, Term Loan Commitment, or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the lien Liens granted in favor of the Agent securing the Obligations, ; or (viI) release Borrower from its obligations hereunder and under the other Debt Documents or amend any guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations provisions of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower . It is hereby understood and agreed that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence; (iv) the provisions of the foregoing clauses (i), (ii) and (iii) are subject to the provisions of any interlender or waiveragency agreement among the Lenders and Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Debt Documents only in the event of the unanimous agreement of all Lenders.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 6050% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 6050% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property, in each case, except as otherwise expressly permitted in the Debt DocumentsDocuments (which shall be deemed to affect all Lenders), (v) subordinate the lien on all or substantially all of the Collateral granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations (which shall be deemed to affect all Lenders) or (vivii) amend, modify, terminate or waive Section 8.4 8.4, 9.7 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject Each Lender hereby consents to the terms release by Agent of any Lien held by the Agent for the benefit of itself and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent Lenders in any or all of the Requisite Lenders Collateral to a proposed acquisition by Borrower that is not permitted under secure the Obligations upon (i) the occurrence of any Permitted Disposition pursuant to Section 7.5 or requesting 7.3 and (ii) the consent termination of the Requisite Lenders to a proposed amendment, modification or waiver Commitments and the payment and satisfaction in full of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiverObligations.

Entire Agreement; Amendments; Waivers. (a) This Agreement Agreement, the Warrants and the other Debt Documents constitute instruments referenced herein contain the entire agreement between understanding of the parties with respect to the subject matter hereof matters covered herein and thereof and supersede all prior understandings (whether writtentherein and, verbal except as specifically set forth herein or implied) therein, neither the Company nor the Buyers makes any representation, warranty, covenant or undertaking with respect to such subject mattermatters. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company, the Lead Investor and Buyers which purchased at least 50.0% plus $1.00, of the Securities based on Purchase Price paid hereunder or, in the case of a waiver, by the party against whom enforcement of any other Debt Documentsuch waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Buyer (or group of Buyer), the consent of such disproportionately impacted Buyer (or group of Buyers) shall also be required. No waiver of any consent default with respect to any departure by Borrower therefromprovision, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% condition or requirement of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender this Agreement shall be deemed to be a Requisite Lender. Except as set forth continuing waiver in clause (c) below, all such amendments, modifications, terminations the future or waivers requiring the consent a waiver of any Lenders subsequent default or a waiver of any other provision, condition, or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially, and adversely affects the rights and obligations of any Buyer relative to the comparable rights and obligations of the other Buyers shall require the prior written consent of Requisite Lenders. (csuch adversely affected Buyer. Any amendment effected in accordance with this Section 7(e) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce binding upon each Buyer and holder of Securities and the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent securing the Obligations, (vi) release Borrower from its obligations hereunder and under the other Debt Documents or any guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c)Company. (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans Loan (the “Requisite Lenders”); , provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or the Term Loan, the “Requisite Lenders” shall include such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Borrower, Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment of principal of or interest on any the Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property, in each case except as otherwise expressly permitted in the Debt DocumentsDocuments (which shall be deemed to affect all Lenders), (v) subordinate the lien Lien on all or substantially all of the Collateral granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations (which shall be deemed to affect all Lenders) or (vivii) amend, modify, terminate or waive Section 8.4 8.4, 9.7 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject Each Lender hereby consents to the terms release by Agent of any Lien held by the Agent for the benefit of itself and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent Lenders in any or all of the Requisite Lenders Collateral to a proposed acquisition by Borrower that is not permitted under secure the Obligations upon (i) the occurrence of any Permitted Disposition pursuant to Section 7.5 or requesting 7.3 (but only with respect to any Collateral disposed of pursuant to such Permitted Disposition) and (ii) the consent termination of the Requisite Lenders to a proposed amendment, modification or waiver Commitments and the payment and satisfaction in full of the Maxygen License Agreement to the extent required under Obligations as described in Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver3.4.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower Borrower, and Lenders having more than (x) 6050% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 6050% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Revolving Loan Commitment Amount or Total Term Loan Commitment Amount (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in the Debt DocumentsDocuments (which shall be deemed to affect all Lenders), (v) subordinate the lien Lien on all or substantially all of the Collateral granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations or (viwhich shall be deemed to affect all Lenders), (vii) amend, modify, terminate or waive Section 8.4 8.3, 9.7 or 10.8(b) or (c), or (viii) amend or modify the definition of “Requisite Lenders”. (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject Each Lender hereby consents to the terms release by Agent of any Lien held by Agent for the benefit of itself and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent Lenders in any or all of the Requisite Lenders Collateral to a proposed acquisition by Borrower that is not permitted under secure the Obligations upon (i) the occurrence of any Permitted Disposition pursuant to Section 7.5 or requesting 7.3 and (ii) the consent termination of the Requisite Lenders to a proposed amendment, modification or waiver Commitments and the payment and satisfaction in full of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiverObligations.

Entire Agreement; Amendments; Waivers. (a) This Agreement Agreement, the Notes and the other Debt Documents constitute instruments referenced herein contain the entire agreement between understanding of the parties with respect to the subject matter hereof matters covered herein and thereof and supersede all prior understandings (whether writtentherein and, verbal except as specifically set forth herein or implied) therein, neither the Company nor the Buyers makes any representation, warranty, covenant or undertaking with respect to such subject mattermatters. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Buyers which purchased at least 50.0% plus $1.00, of the Notes based on the initial Principal Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any other Debt Documentsuch waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Buyer (or group of Buyer), the consent of such disproportionately impacted Buyer (or group of Buyers) shall also be required. No waiver of any consent default with respect to any departure by Borrower therefromprovision, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% condition or requirement of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender this Agreement shall be deemed to be a Requisite Lender. Except as set forth continuing waiver in clause (c) below, all such amendments, modifications, terminations the future or waivers requiring the consent a waiver of any Lenders subsequent default or a waiver of any other provision, condition, or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially, and adversely affects the rights and obligations of any Buyer relative to the comparable rights and obligations of the other Buyers shall require the prior written consent of Requisite Lenders. (csuch adversely affected Buyer. Any amendment effected in accordance with this Section 7(e) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce binding upon each Buyer and holder of Securities and the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent securing the Obligations, (vi) release Borrower from its obligations hereunder and under the other Debt Documents or any guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c)Company. (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower Borrower, and Lenders having more than (x) 6050% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans Pro Rata Shares (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Term Loan Commitment or Term LoanLoan (other than an assignment to any Affiliate of such Lender), the “Requisite Lenders” shall include such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease decrease, or extend the term of, any Commitment of any Lender (which shall be deemed to affect only such Lender) or increase or decrease the Total Term Loan Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in the Debt DocumentsDocuments (which shall be deemed to affect all Lenders), (v) subordinate the lien Lien on all or substantially all of the Collateral granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents Documents, or any guarantor Guarantor from its guaranty of the Obligations or (viwhich shall be deemed to affect all Lenders) other than pursuant to Section 10.8(f) below, (vii) amend, modify, terminate or waive Section 8.4 8.3, 9.7 or 10.8(b) or (c), or (viii) amend or modify the definition of “Requisite Lenders”. (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject Each Lender hereby consents to the terms release by Agent of any Lien held by Agent for the benefit of itself and conditions the Lenders in any or all of the Collateral to secure the Obligations upon (i) the occurrence of any Permitted Disposition pursuant to Section 7.3, (ii) the sale or other disposition of Collateral by a Loan Party in a transaction expressly permitted by the Debt Documents (including pursuant to a valid waiver or consent), (iii) the sale or disposition by a Loan Party of Collateral which is subject to a Lien that is expressly permitted under clause (d) of the definition of Permitted Liens, and (iv) the termination of the Commitments and the payment and satisfaction in full of the Obligations (other than contingent indemnity obligations that survive termination of this Section 10.8, Agreement and for which no claim has been asserted). (f) Each Lender hereby consents to the release by Agent of any Guarantor if Agent receives a written notice from Borrower requesting the consent all of the Requisite Lenders voting capital stock (or other voting equity interest) of such Subsidiary owned by any Loan Party is sold or transferred in a transaction permitted under the Debt Documents (including pursuant to a proposed acquisition by Borrower that is not permitted under Section 7.5 valid waiver or requesting the consent of the Requisite Lenders to a proposed amendmentconsent), modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a)that, then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders giving effect to such acquisition or transaction, such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does Subsidiary would not receive a Response from Agent on or prior be required to the Response Date, Agent and all Lenders shall be deemed guaranty any Obligations pursuant to have not consented to such acquisition or such amendment, modification or waiverany Debt Document.

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements among each Buyer, the Company and the other Debt Documents constitute the entire agreement between the parties Subsidiaries, their affiliates and Persons acting on their behalf with respect to the subject matter hereof matters discussed herein, and thereof this Agreement and supersede all prior understandings (whether written, verbal or implied) the instruments referenced herein contain the entire understanding of the parties hereto with respect to such subject matterthe matters covered herein and therein. Section headings contained in No provision of this Agreement have been included for convenience onlymay be waived, modified, supplemented or amended other than by an instrument in writing signed by the Company and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by AgentRequisite Buyers; provided, that no amendmentsuch waiver, modification, termination supplement or amendment shall be binding on any Buyer without the written consent of such Buyer (i) to the extent that such waiver, modification, supplement or amendment changes (A) the Purchase Price to be paid by such Buyer hereunder, (B) the number of Preferred Shares to be purchased by such Buyer hereunder or (C) the number of Conversion Shares issuable upon conversion of such Preferred Shares by such Buyer and (ii) unless such modification, supplement, amendment or waiver applies to all Buyers in the same fashion. Any such waiver, modification, supplement or amendment effected in accordance with this Section 10(e) shall be binding upon all holders of the Preferred Shares. No failure or delay on the part of a party in either exercising or enforcing any right under this Agreement shall operate as a waiver of, or impair, any such right. No single or partial exercise or enforcement of any such right shall preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right. No waiver of any such right shall be deemed a waiver of any other right. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification or supplement of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective of the Transaction Documents unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that consideration also is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed offered to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in parties hereto or to the Debt Documents, (v) subordinate the lien granted in favor other Transaction Documents or holders of the Agent securing Preferred Shares, as the Obligationscase may be. For clarification purposes, (vi) release Borrower from its obligations hereunder this provision constitutes a separate right granted to each Buyer and under is not intended for the other Debt Documents Company to treat the Buyers as a class and shall not be construed in any way as the Buyers acting in concert or any guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 otherwise as a group with respect to the contrarypurchase, no amendment, modification, termination disposition or waiver affecting voting of securities or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lendersotherwise. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 6050% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 6050% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property, in each case, except as otherwise expressly permitted in the Debt DocumentsDocuments (which shall be deemed to affect all Lenders), (v) subordinate the lien on all or substantially all of the Collateral granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) other than in connection with a merger of Loan Parties permitted pursuant to Section 7.5, release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations (which shall be deemed to affect all Lenders) or (vivii) amend, modify, terminate or waive Section 8.4 8.4, 9.7 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject Each Lender hereby consents to the terms release by Agent of any Lien held by the Agent for the benefit of itself and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent Lenders in any or all of the Requisite Lenders Collateral to a proposed acquisition by Borrower that is not permitted under secure the Obligations upon (i) the occurrence of any Permitted Disposition pursuant to Section 7.5 or requesting 7.3 and (ii) the consent termination of the Requisite Lenders to a proposed amendment, modification or waiver Commitments and the payment and satisfaction in full of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiverObligations.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 6050% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or any Term Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent securing the Obligations, (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, the “Requisite Lenders” shall include such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property, in each case, except as otherwise expressly permitted in the Debt DocumentsDocuments (which shall be deemed to affect all Lenders), (v) subordinate the lien granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations (which shall be deemed to affect all Lenders) or (vivii) amend, modify, terminate or waive Section 8.4 8.4, 9.7 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Transaction Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Transaction Document, or any consent to any departure by Borrower a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower Borrower, and Lenders having more than (x) 6050% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 6050% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Transaction Document shall, unless in writing and signed by Borrower, Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment of principal of or interest on any the Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property, in each case except as otherwise expressly permitted in the Debt DocumentsTransaction Documents (which shall be deemed to affect all Lenders), (v) subordinate the lien Lien on all or substantially all of the Collateral granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Transaction Documents or any guarantor Guarantor from its guaranty of the Obligations or (viwhich shall be deemed to affect all Lenders), (vii) amend, modify, terminate or waive Section 8.4 8.3, 9.7 or 10.8(b10.9(b) or (c), or (viii) amend or modify the definition of “Requisite Lenders”. (d) Notwithstanding any provision in this Section 10.8 10.9 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject Each Lender hereby consents to the terms release by Agent of any Lien held by Agent for the benefit of itself and conditions the Lenders in any or all of the Collateral to secure the Obligations upon (i) the occurrence of any Permitted Disposition pursuant to Section 7.3 and (ii) the termination of the Commitments and the payment and satisfaction in full of the Obligations. Notwithstanding the foregoing, this Section 10.8, if Agent receives a Agreement may be amended without the written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting and solely with the consent of the Requisite Lenders Agent, Parent and Borrower in order to a proposed amendment, modification effect technical amendments to this Agreement in connection with or waiver arising out of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on Parent Redomestication or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiverany Subsidiary Redomestication.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, and except as provided in clauses (c) and (d) below, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 6050% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 6050% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term any Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Revolving Loan Commitment Amount or Total Term Loan Commitment Amount (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive or reduce any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property, in each case, except as otherwise expressly permitted in the Debt DocumentsDocuments (which shall be deemed to affect all Lenders), (v) subordinate the lien granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations (which shall be deemed to affect all Lenders) or (vi) amend, modify, terminate or waive Section 8.4 8.4, 9.7 or 10.8(b) or (c). (d) No amendment, modification, termination or waiver of or consent with respect to any provision of this Agreement that increases the percentage advance rates set forth in the definition “Borrowing Base” set forth in Schedule C, or that makes less restrictive the nondiscretionary criteria for exclusion from Qualified Accounts set forth in Schedule C, or that amends this clause (d), shall be effective unless the same shall be in writing and signed by Agent, Borrower and the Revolving Lenders having more than 50% of the aggregate Revolving Loan Commitments of all Revolving Lenders; provided, however, that so long as any Revolving Lender hereunder on the Closing Date does not assign any portion of its Revolving Loan Commitment, such Revolving Lender’s consent shall be required for any amendment, modification, termination, waiver or consent under this clause (d). (e) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans Loan (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a Transfer of all or substantially all of the Intellectual Property, in each case except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent securing the Obligations, (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor from its guaranty of the Obligations or (vivii) amend, modify, terminate or waive Section 8.4 or 8.4, 10.8(b), 10.8(c) or the definition of “Pro Rata Share”; provided that all Lenders shall be deemed to be directly affected by the matters set forth in the preceding clauses (civ), (vi) and (vii). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a)7.5, then, on or before the 15th 30th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiveracquisition.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, and except as provided in clauses (c) and (d) below, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 6050% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 6050% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Revolving Loan Commitment Amount or Total Term Loan Commitment Amount (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property, in each case, except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent securing the Obligations, (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c). (d) No amendment, modification, termination or waiver of or consent with respect to any provision of this Agreement that increases the percentage advance rates set forth in the definition “Borrowing Base” set forth in Schedule C, or that makes less restrictive the nondiscretionary criteria for exclusion from Qualified Accounts set forth in Schedule C, or that amends this clause (d), shall be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than 50% of the aggregate Revolving Loan Commitments of all Lenders. (e) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, the “Requisite Lenders” shall include such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property, in each case, except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent securing the Obligations, (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 10.7 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement Agreement, the Warrants, the Notes and the other Debt Documents constitute instruments referenced herein contain the entire agreement between understanding of the parties with respect to the subject matter hereof matters covered herein and thereof and supersede all prior understandings (whether writtentherein and, verbal except as specifically set forth herein or implied) therein, neither the Company nor the Buyers makes any representation, warranty, covenant or undertaking with respect to such subject mattermatters. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company, the Lead Investor and Buyers which purchased at least 50.0% plus $1.00, of the Notes based on the initial Principal Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any other Debt Documentsuch waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Buyer (or group of Buyer), the consent of such disproportionately impacted Buyer (or group of Buyers) shall also be required. No waiver of any consent default with respect to any departure by Borrower therefromprovision, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% condition or requirement of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender this Agreement shall be deemed to be a Requisite Lender. Except as set forth continuing waiver in clause (c) below, all such amendments, modifications, terminations the future or waivers requiring the consent a waiver of any Lenders subsequent default or a waiver of any other provision, condition, or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially, and adversely affects the rights and obligations of any Buyer relative to the comparable rights and obligations of the other Buyers shall require the prior written consent of Requisite Lenders. (csuch adversely affected Buyer. Any amendment effected in accordance with this Section 7(e) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce binding upon each Buyer and holder of Securities and the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent securing the Obligations, (vi) release Borrower from its obligations hereunder and under the other Debt Documents or any guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c)Company. (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 6050.1% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 6050.1% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Borrower, Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in the Debt DocumentsDocuments (which shall be deemed to affect all Lenders), (v) subordinate the lien Lien granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations (which shall be deemed to affect all Lenders) or (vivii) amend, modify, terminate or waive Section 8.4 8.4, 9.7 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject Each Lender hereby consents to the terms release by Agent of any Lien held by the Agent for the benefit of itself and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent Lenders in any or all of the Requisite Lenders Collateral to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting secure the consent Obligations upon the termination of the Requisite Lenders to a proposed amendment, modification or waiver Commitments and the payment and satisfaction in full of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiverObligations.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 6050% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 6050% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in the Debt DocumentsDocuments (which shall be deemed to affect all Lenders), (v) subordinate the lien on all or substantially all of the Collateral granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents Documents, or any guarantor Guarantor from its guaranty of the Obligations or any VC Guarantor from its obligations under the VC Guaranty (viwhich shall be deemed to affect all Lenders) or (vii) amend, modify, terminate or waive Section 8.4 8.4, 9.7 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject Each Lender hereby consents to the terms release by Agent of any Lien held by the Agent for the benefit of itself and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent Lenders in any or all of the Requisite Lenders Collateral to a proposed acquisition by Borrower that is not permitted under secure the Obligations upon (i) the occurrence of any Permitted Disposition pursuant to Section 7.5 or requesting 7.3 and (ii) the consent termination of the Requisite Lenders to a proposed amendment, modification or waiver Commitments and the payment and satisfaction in full of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiverObligations.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter, including the Proposal Letter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date Lender does not assign any portion of its Commitment or Term LoanLoan (other than an assignment to any affiliate of such Closing Date Lender), the “Requisite Lenders” shall include such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property, in each case, except as otherwise expressly permitted in the Debt DocumentsDocuments (which shall be deemed to affect all Lenders), (v) subordinate the lien on all or substantially all of the Collateral granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations or (viwhich shall be deemed to affect all Lenders), (vii) amend, modify, terminate or waive Section 8.4 8.4, 9.7 or 10.8(b) or (c)) or (viii) amend or modify the definition of “Requisite Lenders”. (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject Each Lender hereby consents to the terms release by Agent of any Lien held by the Agent for the benefit of itself and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent Lenders in any or all of the Requisite Lenders Collateral to a proposed acquisition by Borrower that is not permitted under secure the Obligations upon (i) the occurrence of any Permitted Disposition pursuant to Section 7.5 or requesting 7.3 and (ii) the consent termination of the Requisite Lenders to a proposed amendment, modification or waiver Commitments and the payment and satisfaction in full of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiverObligations.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Transaction Documents constitute supersede all other prior oral or written agreements between the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire agreement between understanding of the parties with respect to the subject matter hereof matters covered herein and thereof and supersede all prior understandings (whether writtentherein and, verbal except as specifically set forth herein or implied) therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such subject mattermatters. Section headings contained in No provision of this Agreement have been included for convenience onlymay be amended or waived other than by an instrument in writing signed, in the case of an amendment, by the Company and the Required Holders and, in the case of a waiver by the Company, signed by the Company and, in the case of a waiver by the Buyers, signed by the Required Holders, and shall not affect any amendment or waiver to this Agreement made in conformity with the construction or interpretation provisions of this Agreement. (bSection 9(e) Except for actions expressly permitted to shall be taken by Agent, no amendment, modification, termination binding on all Buyers and holders of Securities and the Company; provided that any such amendment or waiver that complies with the foregoing but that disproportionately, materially and adversely affects the rights and obligations of any Buyer relative to the comparable rights and obligations of the other Buyers shall require the prior written consent of such adversely affected Buyer. No such amendment or waiver shall be effective to the extent that it applies to less than all of the Buyers or holders of the applicable Securities then outstanding. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective of the Transaction Documents unless the same shall be in writing and signed by Agent, Borrower and Lenders having more consideration (other than (xthe reimbursement of legal fees) 60% also is offered to all of the aggregate Commitments parties to the Transaction Documents, holders of all Lenders Common Shares or (y) if such Commitments have expired or been terminated, 60% holders of the aggregate outstanding principal amount Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the Term Loans (transactions contemplated by the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite Lender. Except Transaction Documents except as set forth in clause (c) belowthe Transaction Documents. Without limiting the foregoing, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the CollateralCompany confirms that, except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent securing the Obligations, (vi) release Borrower from its obligations hereunder and under the other Debt Documents or any guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c). (d) Notwithstanding any provision set forth in this Section 10.8 Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing to the contrary, no amendment, modification, termination Company or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lendersotherwise. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party. (b) This Agreement Agreement, together with the Exhibits and Schedules hereto and the other Debt Documents constitute documents referred to herein and therein, sets forth the entire understanding and agreement between of the parties with respect to the subject matter hereof and thereof and supersede supersedes all prior oral and written understandings (whether and agreements. There are no representations, agreements, arrangements or understandings, oral or written, verbal among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. (c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or impliedfuture statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. (d) This Agreement shall inure to the benefit of and be enforceable by Executive and his heirs, executors, administrators and legal representatives, by the Company and its successors and assigns, by Parent and its successors and assigns and, with respect to such subject matterXxxxxxxxx 00, Xxxxxx Partners and its successors and assigns. Section headings contained in this This Agreement have been included for convenience only, and all rights hereunder are personal to Executive and shall not affect be assignable. Each of the construction Company and Parent may assign its rights under this Agreement to any successor by merger, consolidation, purchase of all or interpretation substantially all of its and its subsidiaries' assets, or otherwise; provided that such successor assumes all of the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law. (be) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of If any provision of this Agreement or any the application thereof is held invalid, the invalidity shall not affect the other Debt Document, provisions or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision application of this Agreement that can be given effect without the invalid provisions or any other Debt Document shallapplication, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease to this end the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent securing the Obligations, (vi) release Borrower from its obligations hereunder and under the other Debt Documents or any guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions provisions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders Agreement are declared to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiverseverable.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Transaction Documents constitute supersede all other prior oral or written agreements between the Purchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire agreement between understanding of the parties with respect to the subject matter hereof matters covered herein and thereof and supersede all prior understandings (whether writtentherein and, verbal except as specifically set forth herein or implied) therein, neither the Company nor the Purchasers makes any representation, warranty, covenant or undertaking with respect to such subject mattermatters. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any No provision of this Agreement or any of the other Debt Document, or any consent to any departure Transaction Documents may be amended other than by Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by Agent, Borrower the Company and Lenders having more than (x) the holders of Debentures representing at least 60% of the aggregate Commitments principal amount of all Lenders or (y) the Debentures, or, if such Commitments have expired or been terminatedprior to the Closing Date, the Company and the Purchasers listed on the Schedule of Purchasers as being obligated to purchase at least 60% of the aggregate outstanding principal amount of the Term Loans Debentures, and any amendment to this Agreement or any of the other Transaction Documents made in conformity with the provisions of this Section 9.5(a) shall be binding on all Purchasers and holders of Debentures, as applicable. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Debentures then outstanding. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of Debentures or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any Purchasers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. (b) Each Purchaser may, as to itself only, at any time elect, by notice to the “Requisite Lenders”)Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Purchaser may specify in such notice) any of its rights under any of the Transaction Documents to acquire Common Shares from the Company, in which event such waiver shall be binding against such Purchaser in accordance with its terms; provided, however, that so long as a party that is a Lender hereunder on the Closing Date does voluntary waiver contemplated by this sentence may not assign any portion of its Commitment or Term Loan, reduce such Lender shall be deemed Purchaser's obligations to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent securing the Obligations, (vi) release Borrower from its obligations hereunder and Company under the other Debt Documents or any guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c)Transaction Documents. (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans Loan (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, the “Requisite Lenders” shall include such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property, in each case, except as otherwise expressly permitted in the Debt DocumentsDocuments (which shall be deemed to affect all Lenders), (v) subordinate the lien on all or substantially all of the Collateral granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations (which shall be deemed to affect all Lenders) or (vivii) amend, modify, terminate or waive Section 8.4 8.4, 9.7 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject Each Lender hereby consents to the terms release by Agent of any lien held by the Agent for the benefit of itself and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent Lenders in any or all of the Requisite Lenders Collateral to a proposed acquisition by Borrower that is not permitted under secure the Obligations upon (i) the occurrence of any Permitted Disposition pursuant to Section 7.5 or requesting 7.3 and (ii) the consent termination of the Requisite Lenders to a proposed amendment, modification or waiver Commitments and the payment and satisfaction in full of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiverObligations.

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements among each Buyer, the Company and the other Debt Documents constitute the entire agreement between the parties Subsidiaries, their affiliates and Persons acting on their behalf with respect to the subject matter hereof matters discussed herein, and thereof this Agreement and supersede all prior understandings (whether written, verbal or implied) the instruments referenced herein contain the entire understanding of the parties hereto with respect to such subject matterthe matters covered herein and therein. Section headings contained in No provision of this Agreement have been included may be waived, modified, supplemented or amended other than by an instrument in writing signed by (i) the Company, (ii) the holders of at least a majority in interest of the then-outstanding Securities, or if prior to the Closing, by the Buyers listed on the Schedule of Buyers as being obligated to purchase at least a majority in interest of the Securities (in either case, the “Required Buyers”) and (iii) Redmile Group, LLC, but only to the extent that the Required Buyers are not funds, accounts or entities managed by Redmile Group, LLC or any of its Affiliates. Any such amendment shall bind all holders of the Securities; provided that any such amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Buyer relative to the comparable rights and obligations of the other Buyers shall require the prior written consent of such adversely affected Buyer (for convenience onlythe avoidance of doubt, and participation by any Buyer in an unrelated financing by the Company shall not be deemed to disproportionately affect the construction Buyers who do not participate in such financing). No failure or interpretation delay on the part of a party in either exercising or enforcing any right under this Agreement. (b) Except for actions expressly permitted Agreement shall operate as a waiver of, or impair, any such right. No single or partial exercise or enforcement of any such right shall preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right. No waiver of any such right shall be deemed a waiver of any other right. No consideration shall be offered or paid to be taken by Agent, no amendment, modification, termination any Person to amend or consent to a waiver or modification or supplement of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective of the Transaction Documents unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that consideration also is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed offered to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in parties hereto or to the Debt Documents, (v) subordinate the lien granted in favor other Transaction Documents or holders of the Agent securing Securities, as the Obligationscase may be. For clarification purposes, (vi) release Borrower from its obligations hereunder this provision constitutes a separate right granted to each Buyer and under is not intended for the other Debt Documents Company to treat the Buyers as a class and shall not be construed in any way as the Buyers acting in concert or any guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 otherwise as a group with respect to the contrarypurchase, no amendment, modification, termination disposition or waiver affecting voting of securities or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lendersotherwise. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

Entire Agreement; Amendments; Waivers. (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, and except as provided in clauses (c) and (d) below, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 6050% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 6050% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term any Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. [*] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Revolving Loan Commitment Amount or Total Term Loan Commitment Amount (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunderhereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive or reduce any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property, in each case, except as otherwise expressly permitted in the Debt DocumentsDocuments (which shall be deemed to affect all Lenders), (v) subordinate the lien granted in favor of the Agent securing the ObligationsObligations (which shall be deemed to affect all Lenders), (vi) release Borrower from its a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder and under the other Debt Documents or any guarantor Guarantor from its guaranty of the Obligations (which shall be deemed to affect all Lenders) or (vi) amend, modify, terminate or waive Section 8.4 8.4, 9.7 or 10.8(b) or (c). (d) No amendment, modification, termination or waiver of or consent with respect to any provision of this Agreement that increases the percentage advance rates set forth in the definition “Borrowing Base” set forth in Schedule C, or that makes less restrictive the nondiscretionary criteria for exclusion from Qualified Accounts set forth in Schedule C, or that amends this clause (d), shall be effective unless the same shall be in writing and signed by Agent, Borrower and the Revolving Lenders having more than 50% of the aggregate Revolving Loan Commitments of all Revolving Lenders; provided, however, that so long as any Revolving Lender hereunder on the Closing Date does not assign any portion of its Revolving Loan Commitment, such Revolving Lender’s consent shall be required for any amendment, modification, termination, waiver or consent under this clause (d). (e) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.