Amendment and Restatement of Section 3 Clause Samples

Amendment and Restatement of Section 3. 2(d). Section 3.2(d) of the Contribution Agreement is hereby amended and restated in its entirety as follows:

Amendment and Restatement of Section 3. 15. Section 3.15 of the Note shall be and it hereby is amended and restated to read in its entirety as follows:

Amendment and Restatement of Section 3. 9. Section 3.9 (Conduct of Business) of the Investment Agreement is hereby amended and restated to read in its entirety as follows:

Amendment and Restatement of Section 3. 6(b)(ii). Section 3.6(b)(ii) of the Operating Agreement is hereby amended and restated as follows:

Amendment and Restatement of Section 3. 2(j) and 3.2(k). Sections 3.2(j) and 3.2(k) of the Contribution Agreement are hereby amended and restated in their entirety as follows:

Amendment and Restatement of Section 3. 6(b)(i). Section 3.6(b)(i) of the Operating Agreement is hereby amended and restated as follows: (i) CNXC shall not, and shall not cause or permit any of its subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Liens on any property or assets of CNXC or any of its subsidiaries, other than (A) liens securing the Obligations (as defined in the Affiliated Company Loan Agreement); (B) liens permitted by the Affiliated Company Loan Agreement; and (C) from and after the Affiliated Company Loan Facility Repayment Date, (x) liens securing (1) Permitted Debt, (2) capital leases up to $5,000,000 (the “Capital Lease Cap”) in aggregate principal amount; provided that such liens under this subclause (2) shall attach only to the property which is the subject of such capital leases and (3) if the Affiliated Company Loan Facility Repayment Date occurs in connection with a Specified Refinancing Facility, the obligations in respect of the Specified Refinancing Facility and (y) Permitted Encumbrances.

Amendment and Restatement of Section 3. 04(b)(ii). From and after the Third Amendment Effective Date, Section 3.04(b)(ii) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

Amendment and Restatement of Section 3. Section 3 of the Agreement is hereby deleted in its entirety and replaced with the following: “The Company shall employ Executive and Executive agrees to work for the Company as its Chairman and Chief Executive Officer. Executive shall perform the duties and responsibilities inherent in the position in which Executive serves and such other duties and responsibilities as the Board of Directors or its designee shall from time to time reasonably assign to Executive. In addition, it is the Company’s intention that the Executive continue to serve as Chairman of the Company’ Board of Directors.”

Amendment and Restatement of Section 3. 9(a). Section 3.9(a) is hereby amended and restated in its entirety to read as follows: (a) The Development under each Co-Commercialized Program, Split Program, or Buy-In Program shall be governed by a Development Plan (the “Development Plan”) that describes the proposed overall objectives of such Licensed Program, as well as the activities to be performed, the Party responsible for performance of an activity (which shall be as provided in Section 3.8), [****] budget of Development Costs (“Development Budget”), and anticipated timelines for performance; provided that the Development Budget will only be applicable for periods following the Development Cost Initiation Date for such Licensed Program. In addition, if Celgene requests that Agios perform any Development activities for a Celgene Picked Validated Program and Agios consents to perform such activities, or that Agios perform any Phase I MAD Study and additional activities pursuant to Section 3.6(b)(iii)(A)(2), such activities shall also be governed by a Development Plan, with Development Budget; provided that the Development Budget for any such Phase I MAD Study or additional activities pursuant to Section 3.6(b)(iii)(A)(2) must be approved by the JDC, except that Celgene shall have final decision-making authority with respect to any dispute regarding the Development Budget for any such Phase I MAD Study and additional activities for Co-Commercialized Programs.