New Section 4. 8 Appendix H is inserted as follows:
New Section 4. 16. New Section 4.16 of the Agreement is hereby inserted and reads in its entirety as follows:
New Section 4. 7. Immediately after Section 4.6, insert the following:
New Section 4. 1: New Section
4.1 JPMorgan’s Right Over Securities,; Set-off is hereby added as follows:
(a) Without prejudice to X.X. Xxxxxx’x rights under Applicable Law, X.X. Xxxxxx and its Affiliates shall have, and the Customer grants to X.X. Xxxxxx a security interest in and a lien on the Financial Assets held in the Securities Account as security for any and all Liabilities outstanding from time to time (whether actual or contingent) of the Customer to X.X. Xxxxxx or any of its Affiliates, and X.X. Xxxxxx shall be entitled without notice to the Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities. For this purpose, X.X. Xxxxxx may make such currency conversions as may be necessary at its then current rates for the sale and purchase of relevant currencies.
(b) Without prejudice to JPMorgan’s rights under Applicable Law, JPMorgan may set off against any liabilities of the Customer to JPMorgan or any of its Affiliates any amount in any currency standing to the credit of any of the Customer’s accounts (whether deposit or otherwise) with any JPMorgan branch or office or with any Affiliate of JPMorgan. For this purpose, JPMorgan shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies.
New Section 4. 4. Article 4 of the Original SBC Merger Agreement is hereby amended to insert the following new Section 4.4 immediately following Section 4.3:
New Section 4. I. Section 4 of the Master Agreement is hereby amended by adding Sections 4.I and as follows:
I. To the extent that Novartis or any Affiliate of Novartis desires to assign, sell, license or otherwise transfer any right or interest by any means (including granting an option) in or to the Correlation IP to any person or entity other than an Affiliate of Novartis (a “Transaction”), or decides not to pursue the commercialization of such Correlation IP by responding to a specific request in writing from Foundation concerning the commercialization of such Correlation IP, then
1. Novartis will grant to Institution [...***...]
2. [...***...] FIRST AMENDMENT
New Section 4. 07. Article IV of the Guaranty is hereby amended by inserting the following as a new Section 4.07: “[***]. Guarantor shall promptly, but in no event later than three (3) Business Days after the earlier of its or any Subsidiary’s receipt or Knowledge thereof, deliver, or cause to be delivered, to the Administrative Agent, notice of any expiration or termination of, or default or event of default under, the [***].”
New Section 4. I. Section 4 of the Master Agreement is hereby amended by adding Sections 4.I and as follows: […***…]
1. Novartis will grant to Institution […***…].
2. […***…] FIRST AMENDMENT
New Section 4. 2. Section 4 of the Transition Agreement is hereby amended to add the following new Section 4.2: “In the event the services or assistance of any former employees of Holdings or its Affiliates who have become employees of Buyer are reasonably requested by Holdings in connection with the Transition Services, Buyer shall make such employees available at its sole cost and expense. Buyer shall reasonably cooperate with Holdings with respect to the Transition Services to be provided hereunder.”
