Common use of Additional Conditions to Obligations of Parent and Merger Sub Clause in Contracts

Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated herein are also subject to the following conditions: (a) Each of the representations and warranties of the Company set forth in the Agreement (without giving effect to any “Company Material Adverse Effect” or other materiality qualifications contained in such representations and warranties) shall be true and correct as of the Effective Time as though made on and as of the Effective Time (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), except for such inaccuracies, individually or in the aggregate, that would not reasonably be expected to have a Company Material Adverse Effect, and Parent shall have received a certificate of an executive officer of the Company to that effect. (b) The covenants of the Company contained in the Agreement that are required to have been performed by the Company before the Effective Time shall have been performed in all material respects, and Parent shall have received a certificate of an executive officer of the Company to that effect and to the effect that Section 6.02(c), Section 6.02(d) and Section 6.02(e) have been satisfied. (c) Since the date of this Agreement, there shall not have occurred and be continuing any event or development which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. (d) No more than 6,800,000 Outstanding Company Shares shall be eligible to be Dissenting Shares. (e) The Company shall have delivered to Parent the resignations of each director and officer of the Company and each Company Subsidiary, as such, each effective as of the Effective Time. (f) Parent shall have received from the Company (i) a properly executed statement, dated as of the Effective Time, stating under penalties of perjury that the Company is not, and has not been, a “United States real property holding corporation” as defined in Section 897(c)(2) of the Code during the applicable period described in Section 897(c)(1)(A)(ii) of the Code, in form and substance reasonably acceptable to Parent, and (ii) proof reasonably satisfactory to Parent that the Company has provided notice of such verification to the Internal Revenue Service in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

Additional Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect consummate the Merger and the other transactions contemplated herein are also subject to the fulfillment, on the Closing Date, of each of the following conditions:conditions (any or all of which may be waived by Parent in whole or in part in its sole discretion): (a) Each of (i) the representations and warranties of the Company set forth in the Agreement (without giving effect to any “Company Material Adverse Effect” or other materiality qualifications contained in such representations Section 4.1, Section 4.2, Section 4.3, and warranties) Section 4.16 shall be true and correct in all respects (except, with respect to the representations and warranties set forth in Section 4.2, where the failure of such representations or warranties to be true and correct individually or in the aggregate is de minimis with respect to any increase in the aggregate amount of Required Payments or any liability to the Company or any of its Subsidiaries from and after the Closing as compared to the aggregate amount of such Required Payments or such liability absent such failure to be true and correct) as of the Effective Time Closing Date as though made on and as of the Effective Time Closing Date (except that those or, in the case of representations and warranties which that address matters only as of a particular date need only date, as of such date) and (ii) all other representations and warranties of the Company contained in Article IV shall be true and correct in all respects (without (other than in the case of the representation contained in the last sentence of Section 4.7) giving effect to any materiality or “Material Adverse Effect” qualifications set forth therein) as of the date hereof and as of the Closing Date as though made as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except for such inaccuraciesexcept, individually or in the aggregatecase of this clause (ii), that where the failure of such representations or warranties to be true and correct has not had, and would not be reasonably be expected to have have, a Company Material Adverse Effect; (b) the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date; (c) since the date of this Agreement, and there shall not have been a Material Adverse Effect; and (d) Parent shall have received a certificate of an executive officer of the Company to the effect that effect. the conditions set forth in subsections (a), (b) The covenants of the Company contained in the Agreement that are required to have been performed by the Company before the Effective Time shall have been performed in all material respects, and Parent shall have received a certificate of an executive officer of the Company to that effect and to the effect that Section 6.02(c), Section 6.02(d) and Section 6.02(e) have been satisfied. (c) Since the date of this Agreement, there shall not Section 7.2 have occurred been satisfied and be continuing any event or development which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effectcertificate contemplated by Section 6.13 hereof. (d) No more than 6,800,000 Outstanding Company Shares shall be eligible to be Dissenting Shares. (e) The Company shall have delivered to Parent the resignations of each director and officer of the Company and each Company Subsidiary, as such, each effective as of the Effective Time. (f) Parent shall have received from the Company (i) a properly executed statement, dated as of the Effective Time, stating under penalties of perjury that the Company is not, and has not been, a “United States real property holding corporation” as defined in Section 897(c)(2) of the Code during the applicable period described in Section 897(c)(1)(A)(ii) of the Code, in form and substance reasonably acceptable to Parent, and (ii) proof reasonably satisfactory to Parent that the Company has provided notice of such verification to the Internal Revenue Service in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated herein are also shall be further subject to the satisfaction (or waiver, if permissible under Legal Requirements, by Parent and Merger Sub) as of the Effective Time of each of the following conditions: (a) Each of (i) the representations and warranties of the Company set forth in Section 2.1 (Due Organization; Subsidiaries, Etc.), Section 2.3 (Capitalization) (other than Section 2.3(a) and the Agreement first sentence of Section 2.3(c)), Section 2.20 (without giving effect to Authority; Binding Nature of Agreement), Section 2.23 (Opinions of Financial Advisor), Section 2.24 (Financial Advisors) and Section 2.25 (Other Regulatory Matters) (A) that are not qualified by the words “materially” or “material” or any qualifications based on the term “Company Material Adverse Effect” or other materiality qualifications contained shall have been accurate in such representations all material respects on and warranties) shall be true and correct as of the Effective Time date of this Agreement and shall be accurate in all material respects on and as though of the Closing Date as if made on and as of such date and (B) that are qualified by the Effective Time words “materially” or “material” or any qualifications based on the term “Material Adverse Effect” shall have been accurate in all respects on and as of the date of this Agreement and shall be accurate in all respects on and as of the Closing Date as if made on and as of such date (except it being understood, in each case, that the accuracy of those representations and or warranties which that address matters only as of a particular specific date need shall be measured (subject to the applicable materiality standard as set forth in this clause (i)) only be true and correct as of such date); (ii) the representations and warranties of the Company set forth in Section 2.5(a) (Absence of Changes) shall have been accurate in all respects on and as of the date of this Agreement and shall be accurate in all respects on and as of the Closing Date as if made on and as of such date (in each case with respect to the time period covered therein); (iii) the representations and warranties of the Company set forth in Section 2.3(a) and the first sentence of Section 2.3(c) (Capitalization) shall have been accurate in all respects on and as of the date of this Agreement and shall be accurate in all respects on and as of the Closing Date as if made on and as of such date, except for other than de minimis inaccuracies (it being understood that the accuracy of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable de minimis standard as set forth in this clause (ii)) only as of such inaccuraciesdate); and (iv) the representations and warranties of the Company set forth in this Agreement (other than those referred to in the foregoing clauses (i), (ii) and (iii)) shall have been accurate in all respects on and as of the date of this Agreement and shall be accurate in all respects on and as of the Closing Date as if made on and as of such date, other than inaccuracies that, individually or in the aggregate, that do not constitute, and would not reasonably be expected to have have, a Company Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (A) the words “materially” or “material” or qualifications based on the term “Material Adverse Effect, ” contained in such representations and Parent warranties shall have received a certificate of an executive officer be disregarded (except in the case of the Company standard for what constitutes a defined term hereunder and the use of such defined term herein) and (B) the accuracy of those representations or warranties that address matters only as of a specific date shall be measured (subject to that effectthe applicable materiality standard as set forth in this clause (iii)) only as of such date). (b) The covenants of the Company contained in the Agreement that are required to have been performed by the Company before the Effective Time shall have been performed complied with, or performed, in all material respects, and Parent shall have received a certificate of an executive officer respects all of the Company Company’s covenants and agreements it is required to that effect and comply with or perform at or prior to the effect that Section 6.02(c), Section 6.02(d) and Section 6.02(e) have been satisfiedClosing. (c) Since After the date of this Agreement, there shall not have occurred and be continuing any event or development which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse EffectEffect that is continuing. (d) No more than 6,800,000 Outstanding ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub shall have received a certificate executed on behalf of the Company Shares shall be eligible to be Dissenting Sharesby an executive officer of the Company confirming that the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been duly satisfied. (e) The Company There shall have delivered to Parent not be any Legal Proceeding pending brought by a Governmental Body under any Antitrust Law challenging the resignations of each director and officer of Merger or seeking the Company and each Company Subsidiary, as such, each effective as of the Effective Timeoutcome described in Section 6.1(b). (fi) Parent The Amgen Consent shall be in full force and effect, and no amendment, termination, breach, recission or repudiation by Amgen or the Company under or relating to the Amgen Consent shall have received from the Company (i) a properly executed statement, dated as of the Effective Time, stating under penalties of perjury that the Company is not, and has not been, a “United States real property holding corporation” as defined in Section 897(c)(2) of the Code during the applicable period described in Section 897(c)(1)(A)(ii) of the Code, in form and substance reasonably acceptable to Parent, occurred and (ii) proof reasonably satisfactory to Parent that (A) the Exclusive License Agreement, dated July 9, 2020 (including the related Letter Agreement, dated June 29, 2021) by and between the Company has provided notice of such verification and Amgen shall have been validly terminated solely with respect to the Internal Revenue Service MAB Program (it being understood that such termination shall be effective immediately prior to the Closing), (B) in the event of an Amgen Wind-Down Election, the Wind-Down Activities shall have been completed (other than to the extent such Wind-Down Activities are, by their nature, automatically effective upon the Closing; provided that such Wind-Down Activities occur at the Closing) and (C) whether or not an Amgen Wind-Down Election has occurred, the transfer to Amgen of all Regulatory Filings pursuant to the terms of the Amgen Consent shall have occurred (other than to the extent such transfer is, by its nature, automatically effective upon the Closing; provided that such transfer occurs at the Closing), in each case, as provided in and in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2)Amgen Consent.

Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the other transactions contemplated herein Contemplated Transactions are also subject to the satisfaction (or waiver by Parent), at or prior to the Closing, of each of the following conditions: (a) Each of the The representations and warranties of the Company set forth in the Agreement Company: (without giving effect to any “Company Material Adverse Effect” or other materiality qualifications i) contained in such representations and warranties) this Agreement, other than the Specified Representations, shall be true and correct have been accurate in all respects as of the Effective Time date of this Agreement and shall be accurate in all respects as though of the Closing Date as if made on and as of the Effective Time Closing Date (except that those representations and warranties which address matters only other than any such representation or warranty made as of a particular date need only be true and correct specific earlier date, which shall have been accurate in all respects as of such earlier date), except for to the extent that any inaccuracies in such inaccuraciesrepresentations and warranties (at any such time) do not have, individually or in the aggregate, that and would not reasonably be expected to have, a Material Adverse Effect on the Company; (ii) contained in Sections 2.20, 2.21, 2.22, 2.24 and 2.25 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation or warranty made as of a Company specific earlier date, which shall have been accurate in all material respects as of such earlier date); (iii) contained in Section 2.3(a), the first sentence of Section 2.3(b) and Section 2.3(d) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except, that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis will be disregarded; and (iv) contained in clause “(a)” of Section 2.5 shall have been accurate in all respects of the date of this Agreement; provided, however, that (x) in the case of each of clauses “(i)” and “(ii)”, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties (other than dollar thresholds) shall be disregarded, and Parent shall have received a certificate (y) in the case of an executive officer each of clauses “(i)”, “(ii)”, “(iii)” and “(iv)”, that any update of or modification to the Company Disclosure Schedule made or purported to that effecthave been made after the execution and delivery of this Agreement shall be disregarded. (b) The covenants of and obligations in this Agreement that the Company contained in the Agreement that are is required to have been performed by comply with or to perform at or prior to the Company before the Effective Time Closing shall have been complied with and performed in all material respects, and . (c) Parent shall have received a certificate of an executive officer executed on behalf of the Company to by the Chief Executive Officer and Chief Financial Officer of the Company confirming that effect and to the effect that Section 6.02(c), Section 6.02(dconditions set forth in Sections 6.2(a) and Section 6.02(e6.2(b) have been duly satisfied. (cd) Since the date of this Agreement, there shall not have occurred and be continuing any event or development which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. (d) No more than 6,800,000 Outstanding Company Shares shall be eligible to be Dissenting Shares. (e) The Company shall have delivered to Parent the resignations of each director and officer of Effect on the Company and each Company Subsidiary, as such, each effective as of the Effective Timethat is continuing. (f) Parent shall have received from the Company (i) a properly executed statement, dated as of the Effective Time, stating under penalties of perjury that the Company is not, and has not been, a “United States real property holding corporation” as defined in Section 897(c)(2) of the Code during the applicable period described in Section 897(c)(1)(A)(ii) of the Code, in form and substance reasonably acceptable to Parent, and (ii) proof reasonably satisfactory to Parent that the Company has provided notice of such verification to the Internal Revenue Service in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate the Merger and the other transactions contemplated herein are also subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law: (a) Each Representations and Warranties of the Company. (i) The representations and warranties of the Company set forth in the first sentence of Section 4.1 (Organization, Standing and Power), Section 4.2(a) (Capital Structure), the third and fifth sentences of Section 4.2(b) (Capital Structure), Section 4.3(a) (Authority), and Section 4.6(a) (Absence of Certain Changes or Events) shall have been true and correct as of the date of this Agreement (without giving effect to any “Company Material Adverse Effect” or other materiality qualifications contained in such representations and warranties) shall be true and correct as of the Effective Time Closing Date, as though made on and as of the Effective Time Closing Date (except, with respect to Section 4.2(a) and the third and fifth sentences of Section 4.2(b), for any De Minimis Inaccuracies) (except that those representations and warranties which address matters that speak as of a specified date or period of time shall have been true and correct only as of such date or period of time), (ii) all other representations and warranties of the Company set forth in Section 4.2(b) (Capital Structure) (except for the second sentence of Section 4.2(b)) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a particular specified date need or period of time shall have been true and correct in all material respects only as of such date or period of time), and (iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or period of time shall have been true and correct only as of such datedate or period of time), except for except, in the case of this clause (iii), where the failure of such inaccuraciesrepresentations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, that would not reasonably be expected to have a Company Material Adverse Effect, and Parent shall have received a certificate of an executive officer of the Company to that effect. (b) The covenants of the Company contained in the Agreement that are required to have been performed by the Company before the Effective Time shall have been performed in all material respects, and Parent shall have received a certificate of an executive officer of the Company to that effect and to the effect that Section 6.02(c), Section 6.02(d) and Section 6.02(e) have been satisfied. (c) Since the date of this Agreement, there shall not have occurred and be continuing any event or development which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. (db) No more than 6,800,000 Outstanding Company Shares shall be eligible to be Dissenting Shares. (e) Performance of Obligations of the Company. The Company shall have delivered performed, or complied with, in all material respects all agreements and covenants required to Parent the resignations of each director and officer of the Company and each Company Subsidiary, as such, each effective as of be performed or complied with by it under this Agreement at or prior to the Effective Time. (f) Parent shall have received from the Company (i) a properly executed statement, dated as of the Effective Time, stating under penalties of perjury that the Company is not, and has not been, a “United States real property holding corporation” as defined in Section 897(c)(2) of the Code during the applicable period described in Section 897(c)(1)(A)(ii) of the Code, in form and substance reasonably acceptable to Parent, and (ii) proof reasonably satisfactory to Parent that the Company has provided notice of such verification to the Internal Revenue Service in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

Additional Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect consummate the Merger and the other transactions contemplated herein are also subject to the fulfillment, on the Closing Date, of each of the following conditions:conditions (any or all of which may be waived by Parent in whole or in part in its sole discretion): (ai) Each of the Fundamental Representations (except for the representations and warranties of the Company set forth contained in the Agreement last sentence of Section 4.3(a), the first sentence of Section 4.3(b), the second sentence of Section 4.3(c), and Section 4.5(a)) shall each be true and correct in all material respects (without giving effect to any materiality, “Company Material Adverse Effect” or other materiality similar qualifications contained in such representations and warrantiesset forth therein) shall be true and correct as of the Effective Time Closing Date as though made on and as of the Effective Time Closing Date (except that those or, in the case of representations and warranties which that address matters only as of a particular date need only be true and correct date, as of such date), except for such inaccuracies, individually or (ii) the representations and warranties of the Company contained in the aggregatelast sentence of Section 4.3(a), that would not reasonably the first sentence of Section 4.3(b), the second sentence of Section 4.3(c) (without giving effect to any representation and warranty relating to the Subsidiary Joint Ventures set forth therein), and Section 4.5(a), shall each be expected true and correct in all respects as of the Closing Date as though made as of the Closing Date (without (other than in the case of the representations and warranties contained in Section 4.5(a)) giving effect to have a Company any materiality, “Material Adverse Effect” or similar qualifications set forth therein), (iii) each of the other representations and warranties of the Company contained in Article IV shall be true and correct (without giving effect to any materiality, “Material Adverse Effect” or similar qualifications set forth therein) as of the Closing Date as though made as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except, in the case of clause (iii), where the failure of such representations or warranties to be so true and correct has not had, and would not be reasonably expected to have, a Material Adverse Effect and (iv) each of the other representations and warranties of Seller contained in Article V shall be true and correct (without giving effect to any materiality, “Material Adverse Effect” or similar qualifications set forth therein) as of the Closing Date as though made as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except, in the case of clause (iv), where the failure of such representations and warranties to be so true and correct would not prevent or materially delay the Closing; (b) the Company and Seller shall each have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Company or Seller, as applicable, on or prior to the Closing Date; (c) Parent shall have received a certificate from Seller certifying that Seller is not a foreign person within the meaning of an executive officer of the Company to that effect. (b) The covenants of the Company contained in the Agreement that are required to have been performed by the Company before the Effective Time shall have been performed in all material respects, and Parent shall have received a certificate of an executive officer of the Company to that effect and to the effect that Treasury Regulation Section 6.02(c), Section 6.02(d1.1445-2(b) and Section 6.02(e1446(f) have been satisfied.of the Code; provided, that, in the event Seller fails to deliver such certification, the sole recourse of Parent and Merger Sub shall be to withhold on payments of Merger Consideration to the extent required by Law to the extent that any recipient of Merger Consideration does not deliver an acceptable alternative certification exempting such recipient from withholding; (cd) Since since the date of this Agreement, there shall not have occurred and be continuing any event or development which, individually or in the aggregate, has had or would reasonably be expected to have a Company no Material Adverse Effect. (d) No more than 6,800,000 Outstanding Company Shares Effect shall be eligible to be Dissenting Shares.have occurred; (e) The Company the FCA Approval shall have delivered to Parent the resignations of each director and officer of the Company and each Company Subsidiary, as such, each effective as of the Effective Time.been obtained; and (f) Parent shall have received from a certificate duly executed by an executive officer of the Company (i) a properly executed statement, dated as of the Effective Time, stating under penalties of perjury certifying that the Company is notconditions set forth in subsections (a), (b) and has not been, a “United States real property holding corporation” as defined in Section 897(c)(2(d) of the Code during the applicable period described in this Section 897(c)(1)(A)(ii) of the Code, in form and substance reasonably acceptable to Parent, and (ii) proof reasonably satisfactory to Parent that the Company has provided notice of such verification to the Internal Revenue Service in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2)8.2 have been satisfied.