Common use of Effect of Exercise Clause in Contracts

Effect of Exercise. If Enanta exercises the Co-Development and Profit Share Option with respect to a Compound or Candidate, as the case may be, as described in Section 5.1 then: (a) that Compound or Candidate, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) ▇▇▇▇▇▇ shall provide Enanta, as promptly as possible thereafter, with ▇▇▇▇▇▇’▇ revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development Territory; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and ▇▇▇▇▇▇ will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement.

Effect of Exercise. If Enanta exercises the Co-Development and Profit Share Option with respect to a Compound or Candidate, as the case may be, as described in Section 5.1 then: (a) that Compound or Candidate, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) ▇▇▇▇▇▇ Abbott shall provide Enanta, as promptly as possible thereafter, with ▇▇▇▇▇▇’▇ revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Shared Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development TerritoryDate; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product, such number to equal the Enanta Co-Development Percentage of the total sales force the JDCC has reasonably determined is appropriate for the successful commercialization of the Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development PercentageTerritory; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and ▇▇▇▇▇▇ Abbott will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement. M. Section 5.3.1 (Reconciliation of Development Costs) of the Agreement is hereby deleted in its entirety, and the following Section 5.3.1 is inserted in lieu of the deleted Section:

Effect of Exercise. If Enanta exercises Upon receipt by the Co-Development and Profit Share Option Company of a Notice of Exercise, together with respect to a Compound or Candidateproper payment of the Exercise Price, as provided in this Section 2, the case may be, as described in Section 5.1 then: (a) Company agrees that Compound or Candidate, as the case may be, will thereafter such Warrant Shares shall be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide issued to the JSC for its review Holder as the record holder of such Warrant Shares as of the close of business on the date on which the Notice of Exercise has been delivered and approval a Marketing and Sales Plan payment has been made for such Co-Developed Product within Warrant Shares in accordance with this Agreement and the Co-Development Territory which Holder shall be updated and submitted by deemed to be the Parties holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the JSC not less than annually; Holder. On or before the fifth business day following the date on which the Company has received each of the Notice of Exercise, the Aggregate Exercise Price (cor notice of a cashless exercise) ▇▇▇▇▇▇ shall provide Enanta, as promptly as possible thereafter, with ▇▇▇▇▇▇’▇ revised non-binding, good faith estimate of Development Costs it expects to incur and this Warrant (or an indemnification undertaking with respect to that Co-Developed Product within this Warrant in the Co-Development Territory for each Calendar Quarter case of its loss, theft or destruction) (the "Exercise Delivery Documents"), the Company shall (X) issue and deliver to the address as specified in the Notice of Exercise, a certificate, registered in the name of the holder of this Warrant or its designee, for the next number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise, or (Y) provided that the Company's transfer agent (the "Transfer Agent") is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder of this Warrant is entitled pursuant to such exercise to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the Warrant Shares subject to purchase hereunder within five (5) Calendar Years; (d) except with respect to business days of receipt of the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development Territory; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and ▇▇▇▇▇▇ will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this AgreementWarrant.

Effect of Exercise. If Enanta exercises Provided this Lease shall be in full force and effect and Tenant shall not be in default hereunder, Tenant shall have the Co-Development right, exercisable by notice to Landlord given within ten (10) days of the date of Landlord's Notice, the time of giving of such notice to be of the essence of this agreement, to lease such portion of the ROFO Space upon the terms and Profit conditions contained in Landlord's Notice, in which event Landlord and Tenant shall enter into an amendment of this Lease acceptable to Landlord and Tenant to provide for (i) the inclusion of such portion of the ROFO Space in the Premises; (ii) an increase in the Rent by an amount equal to the fair market thereof as determined by Landlord in its sole but reasonable judgment; and (iii) a modification of the definition of Tenant's Share Option to accurately represent the percentage that the rentable area deemed to be in the Premises, together with respect the rentable area deemed to a Compound be in the ROFO Space, bears to the total rentable area deemed to be contained in the Facility. In all other respects, the terms and conditions contained in this Lease (including escalations and base years) shall remain unmodified. In the event that Tenant fails to exercise its right as aforesaid within ten (10) days of the date of Landlord's Notice or, in the event Tenant shall have exercised its right and Landlord and Tenant shall not have executed an amendment of this Lease as aforesaid within twenty (20) days from the date of Landlord's Notice or Candidatewithin ten (10) days of Landlord's providing the amendment to Tenant for execution, as the case may bewhichever is later, as described in Section 5.1 then: (a) that Compound or Candidate, as the case may be, will thereafter Tenant shall be deemed to be a Co-Developed Product for purposes of have waived its rights under this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) ▇▇▇▇▇▇ shall provide EnantaArticle XXXIII, as promptly as possible thereafter, with ▇▇▇▇▇▇’▇ revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development Territory; (e) Enanta Landlord shall have the absolute right to employ a number lease such portion or any other portion of Enanta Representatives the ROFO Space to Co-Promote such Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; any other person or entity and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party Tenant shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and ▇▇▇▇▇▇ will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in no further rights under this AgreementArticle XXXIII.

Effect of Exercise. If Enanta exercises the Co-Development and Profit Share Option with respect to a Compound or Candidate, as the case may be, as described in Section 5.1 then: (a) Upon receipt by the Company of this Warrant, a Notice of Exercise and proper payment of the Exercise Price as provided in Section 2 and Section 3 (or a Notice of Exercise designating a cashless exercise as provided in Section 4), the Company agrees that Compound or Candidate, as the case may be, will thereafter such Warrant Shares shall be deemed to be a Co-Developed Product issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which such receipt occurs, and the Holder shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. A stock certificate or certificates for purposes the Warrant Shares issuable upon such exercise of this Agreement; Warrant shall be delivered to the Holder as promptly as practicable, and in any event within three (3) Business Days, thereafter. The stock certificate(s) so delivered shall be in any such denominations as may be reasonably specified by the Holder in the Notice of Exercise. (b) The Company understands that a delay in the Parties shall prepare and provide delivery of the certificates representing the Warrant Shares upon exercise of this Warrant could result in economic loss to the JSC for its review and approval a Marketing and Sales Plan Holder. As compensation to the Holder for such Co-Developed Product within loss, the Co-Development Territory Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for such late delivery of Warrant Shares upon exercise of this Warrant the amount of $100 per Business Day after the third Business Day after the Holder has properly exercised this Warrant for each $10,000 of Common Stock (measured by the Current Market Price as of the date the Holder has properly exercised this Warrant and pro rated for amounts other than $10,000), and continuing until the date on which the certificate representing such Warrant Shares are delivered to the Holder (or its designee). The Company shall pay any payments incurred under this Section 5(b) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery as stated in Section 5(a), the Holder will be entitled to revoke all or part of the relevant notice of exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be updated and submitted by payable through the Parties date notice of revocation is given to the JSC not less than annually; Company. (c) ▇▇▇▇▇▇ In addition to any other rights available to the Holder, if the Company fails to make timely delivery in accordance with the provisions of Section 5(b) to the Holder of a certificate or certificates representing the Warrant Shares for which this Warrant has been exercised, and if within seven (7) Business Days thereafter the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Common Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall provide Enanta, as promptly as possible thereafter, with ▇▇▇▇▇▇’▇ revised non-binding, good faith estimate of Development Costs it expects pay in cash to incur with respect the Holder (in addition to that Co-Developed Product any remedies available to or elected by the Holder) within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; Business Days after written notice from the Holder, the amount by which (di) except with respect to the allocation Holder’s total purchase price (including brokerage commissions, if any) for the shares of Shared Clinical Trial Costs Common Stock so purchased exceeds (ii) the aggregate Exercise Price of the Common Stock for which such exercise was not timely honored (as in effect on the date the Warrant Shares are deemed issued in accordance with Section 5.45(a)) together with interest thereon at a rate of fifteen percent (15%) per annum, Enanta accruing from such dated of deemed issue until such amount and any accrued interest thereon is paid in full (which amount shall be responsible for paid as liquidated damages and not as a penalty). For example, if the Enanta CoHolder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-Development Percentage In with respect to an attempted exercise of all Development Costs applicable Warrant Shares having an aggregate Exercise Price of $10,000 on the date of exercise, the Company shall be required to that Co-Developed Product incurred on and after pay the Co-Development and Profit Share Option Exercise Date within Holder $1,000, plus interest. The Holder shall provide the Co-Development Territory; (e) Enanta shall have Company written notice indicating the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product in the Co-Development Territory equal amounts payable to the Enanta CoHolder in respect of the Buy-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and ▇▇▇▇▇▇ will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this AgreementIn.

Effect of Exercise. If Enanta exercises Provided this Lease shall be in full force and effect and Tenant shall not be in default hereunder beyond the Co-Development expiration of any applicable grace or cure period, either at the time of the exercise of the option or upon the inclusion of such ROFO Space in the Premises, Tenant shall have the right, exercisable by notice to Landlord given within ten (10) business days of the date of Landlord's Notice, the time of giving of such notice to be of the essence of this agreement, to lease the entire ROFO Space identified in Landlord's notice, upon the terms and Profit conditions contained in Landlord's Notice, in which event Landlord and Tenant shall enter into an amendment of this Lease reasonably acceptable to Landlord and Tenant to provide for (i) the inclusion of such ROFO Space in the Premises; (ii) an increase in the Rent by an amount equal to the fair market value of the ROFO Space as determined by Landlord in its sole but reasonable judgment, (iii) a modification of the definition of Tenant's Share Option to accurately represent the percentage that the rentable area deemed to be in the Premises, together with respect the rentable area deemed to a Compound or Candidatebe in the ROFO Space; it being understood and agreed that such rentable area shall be determined in accordance with BOMAI Standards, as modified pursuant to the case may beterms of Section 2.02 hereof, bears to the total rentable area deemed to be contained in the Facility, and (iv) an increase in the number of non-exclusive, un-reserved surface parking spaces by an amount equal to four (4) such spaces per one thousand (1000) usable square feet of space in any such ROFO Space included in the Premises. In all other respects, the terms and conditions contained in this Lease (including the Term, escalations and base years) shall remain unmodified. In the event that Tenant fails to exercise its right as described aforesaid within ten (10) business days of the date of Landlord's Notice or, in Section 5.1 then: the event Tenant shall have exercised its right and Landlord and Tenant shall not have executed an amendment of this Lease as aforesaid within thirty (a30) that Compound days from the date of Landlord's Notice or Candidatewithin ten (10) business days of Landlord's providing the amendment to Tenant for execution, as the case may bewhichever is later, will thereafter Tenant shall be deemed to be a Co-Developed Product for purposes of have waived its rights under this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) ▇▇▇▇▇▇ shall provide EnantaArticle XXX, as promptly as possible thereafter, with ▇▇▇▇▇▇’▇ revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development Territory; (e) Enanta Landlord shall have the absolute right to employ a number of Enanta Representatives lease such ROFO Space to Co-Promote such Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; any other person or entity and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party Tenant shall have no further rights under this Article XXX. Notwithstanding the right foregoing, if Tenant shall not exercise its rights to propose lease any portion of the addition ROFO Space solely as a result of other therapeutically or biologically active ingredients for inclusion Tenant's disagreement with a Co-Developed Product Landlord's determination of the Fair Market Rental Value thereof, then provided that Tenant shall have notified Landlord of such disagreement within ten (10) days of the date of Landlord's Notice, the time of giving such notice to create a Combination Product. Enanta and ▇▇▇▇▇▇ will negotiate in good faith on be of the terms for the development and commercialization essence of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement.agreement, then

Effect of Exercise. If Enanta exercises (a) Upon receipt by the Co-Development Company of (i) this Warrant, a Notice of Exercise and Profit Share Option proper payment of the Exercise Price as provided in Section 2 and Section 4 (or a Notice of Exercise designating a cashless exercise as provided in Section 5) or (ii) this Warrant and proper payment of the Exercise Price as provided in Section 3 and Section 4 (or a Notice of Exercise designating a cashless exercise as provided in Section 5), the Company agrees that such Warrant Shares shall be deemed to be issued to the Holder or its designee as the record holder of such Warrant Shares as of the close of business on the date on which such receipt occurs, and the Holder or such designee shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder or its designee. As promptly as practicable, and in any event within three (3) Business Days after such Warrant Shares are deemed issued, (i) provided that the Company’s transfer agent is then participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, the Company will cause to be credited such aggregate number of such Warrant Shares to the balance account with respect DTC of the Holder or its designee through the Deposit Withdrawal Agent Commission system, or (B) if the Company’s transfer agent is not then participating in the DTC Fast Automated Securities Transfer Program, the Company will issue and deliver to the address as specified in the Notice of Exercise or in a Compound or Candidatenotice accompanying delivery of this Warrant to the Company pursuant to Section 3, as the case may be, a stock certificate or certificates for the Warrant Shares issuable upon such exercise of this Warrant, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. The stock certificate(s) so delivered shall be in any such denominations as described may be reasonably specified by the Holder in the Notice of Exercise or in a notice accompanying delivery of this Warrant to the Company pursuant to Section 5.1 then: (a) that Compound or Candidate3, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; . (b) The Company understands that a delay in the Parties shall prepare and provide delivery of the certificates representing the Warrant Shares upon exercise of this Warrant could result in economic loss to the JSC for its review and approval a Marketing and Sales Plan Holder. As compensation to the Holder for such Co-Developed Product within loss, the Co-Development Territory Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for such late delivery of Warrant Shares upon exercise of this Warrant the amount of $100 per Business Day after the third Business Day after the Holder has properly exercised this Warrant for each $10,000 of Common Stock (measured by the Current Market Price as of the date the Holder has properly exercised this Warrant and pro rated for amounts other than $10,000), and continuing until the date on which the certificate representing such Warrant Shares are delivered to the Holder (or its designee). The Company shall pay any payments incurred under this Section 5(b) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery as stated in Section 5a), the Holder will be entitled to revoke all or part of the relevant notice of exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be updated and submitted by payable through the Parties date notice of revocation is given to the JSC not less than annually; Company. (c) ▇▇▇▇▇▇ In addition to any other rights available to the Holder, if the Company fails to make timely delivery in accordance with the provisions of Section 6(b) to the Holder of a certificate or certificates representing the Warrant Shares for which this Warrant has been exercised, and if within seven (7) Business Days thereafter the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Common Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall provide Enanta, as promptly as possible thereafter, with ▇▇▇▇▇▇’▇ revised non-binding, good faith estimate of Development Costs it expects pay in cash to incur with respect the Holder (in addition to that Co-Developed Product any remedies available to or elected by the Holder) within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; Business Days after written notice from the Holder, the amount by which (di) except with respect to the allocation Holder’s total purchase price (including brokerage commissions, if any) for the shares of Shared Clinical Trial Costs Common Stock so purchased exceeds (ii) the aggregate Current Market Price of the Common Stock for which such exercise was not timely honored (as in effect on the date the Warrant Shares are deemed issued in accordance with Section 5.45(a)) together with interest thereon at a rate of fifteen percent (15%) per annum, Enanta accruing from such dated of deemed issue until such amount and any accrued interest thereon is paid in full (which amount shall be responsible for paid as liquidated damages and not as a penalty). For example, if the Enanta CoHolder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-Development Percentage In with respect to an attempted exercise of all Development Costs applicable Warrant Shares having an aggregate Current Market Price of $10,000 on the date of exercise, the Company shall be required to that Co-Developed Product incurred on and after pay the Co-Development and Profit Share Option Exercise Date within Holder $1,000, plus interest. The Holder shall provide the Co-Development Territory; (e) Enanta shall have Company written notice indicating the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product in the Co-Development Territory equal amounts payable to the Enanta CoHolder in respect of the Buy-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and ▇▇▇▇▇▇ will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this AgreementIn.

Effect of Exercise. If Enanta exercises the Co-Development and Profit Share Option with respect to a Compound or Candidate, as the case may be, as described in Section 5.1 then: (a) that Compound or Candidate, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) ▇▇▇▇▇▇ Abbott shall provide Enanta, as promptly as possible thereafter, with ▇▇▇▇▇▇’▇ revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Shared Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development TerritoryDate; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product, such number to equal the Enanta Co-Development Percentage of the total sales force the JDCC has reasonably determined is appropriate for the successful commercialization of the Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development PercentageTerritory; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and ▇▇▇▇▇▇ Abbott will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement.. 5 B4915203.1 M. Section 5.3.1 (Reconciliation of Development Costs) of the Agreement is hereby deleted in its entirety, and the following Section 5.3.1 is inserted in lieu of the deleted Section:

Effect of Exercise. If Enanta exercises the Co-Development and Profit Share Option with respect to a Compound or Candidate, as the case may be, as described in Section 5.1 then: (a) that Compound or Candidate, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) ▇▇▇▇▇▇ Abbott shall provide Enanta, as promptly as possible thereafter, with ▇▇▇▇▇▇’▇ revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Shared Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development TerritoryDate; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product, such number to equal the Enanta Co-Development Percentage of the total sales force the JDCC has reasonably determined is appropriate for the successful commercialization of the Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development PercentageTerritory; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and ▇▇▇▇▇▇ Abbott will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement. M. Section 5.3.1 (Reconciliation of Development Costs) of the Agreement is hereby deleted in its entirety, and the following Section 5.3.1 is inserted in lieu of the deleted Section: B4915206.2

Effect of Exercise. If Enanta exercises (a) Upon receipt by the Co-Development Company of (i) this Warrant, a Notice of Exercise and Profit Share Option proper payment of the Exercise Price as provided in Section 2 and Section 4 (or a Notice of Exercise designating a cashless exercise as provided in Section 5) or (ii) this Warrant and proper payment of the Exercise Price as provided in Section 3 and Section 4 (or a Notice of Exercise designating a cashless exercise as provided in Section 5), the Company agrees that such Warrant Shares shall be deemed to be issued to the Holder or its designee as the record holder of such Warrant Shares as of the close of business on the date on which such receipt occurs, and the Holder or such designee shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder or its designee. As promptly as practicable, and in any event within three (3) Business Days after such Warrant Shares are deemed issued, (i) provided that the Company’s transfer agent is then participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, the Company will cause to be credited such aggregate number of such Warrant Shares to the balance account with respect DTC of the Holder or its designee through the Deposit Withdrawal Agent Commission system, or (B) if the Company’s transfer agent is not then participating in the DTC Fast Automated Securities Transfer Program, the Company will issue and deliver to the address as specified in the Notice of Exercise or in a Compound or Candidatenotice accompanying delivery of this Warrant to the Company pursuant to Section 3, as the case may be, a stock certificate or certificates for the Warrant Shares issuable upon such exercise of this Warrant, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. The stock certificate(s) so delivered shall be in any such denominations as described may be reasonably specified by the Holder in the Notice of Exercise or in a notice accompanying delivery of this Warrant to the Company pursuant to Section 5.1 then: (a) that Compound or Candidate3, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; . (b) The Company understands that a delay in the Parties shall prepare and provide delivery of the certificates representing the Warrant Shares upon exercise of this Warrant could result in economic loss to the JSC for its review and approval a Marketing and Sales Plan Holder. As compensation to the Holder for such Co-Developed Product within loss, the Co-Development Territory Company agrees to pay (as liquidated damages and not as a penalty) to the Holder, at the option of the Holder, either: (i) the amount of $100 per Business Day after the third Business Day after the Holder has properly exercised this Warrant for each $10,000 of Common Stock (measured by the volume weighted average price of one share as of the date the Holder has properly exercised this Warrant and pro rated for amounts other than $10,000), and continuing until the date on which the certificate representing such Warrant Shares are delivered to the Holder (or its designee) or (ii) the amount by which the Current Market Price of the Warrant Shares (on the exercise date) subject to such exercise exceeds the aggregate Exercise Price for such Warrant Shares, whichever is greater. The Company shall pay any payments incurred under this Section 5(b) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery as stated in Section 5a), the Holder will be entitled to revoke all or part of the relevant notice of exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be updated and submitted by payable through the Parties date notice of revocation is given to the JSC not less than annually; Company. (c) ▇▇▇▇▇▇ In addition to any other rights available to the Holder, if the Company fails to make timely delivery in accordance with the provisions of Section 6(b) to the Holder of a certificate or certificates representing the Warrant Shares for which this Warrant has been exercised, and if within three (3) Business Days thereafter the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Common Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall provide Enantapay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (i) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ii) the aggregate Current Market Price of the Common Stock for which such exercise was not timely honored (as promptly in effect on the date the Warrant Shares are deemed issued in accordance with Section 5(a)) together with interest thereon at a rate of fifteen percent (15%) per annum, accruing from such dated of deemed issue until such amount and any accrued interest thereon is paid in full (which amount shall be paid as possible thereafterliquidated damages and not as a penalty). For example, with ▇▇▇▇▇▇’▇ revised nonif the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-binding, good faith estimate of Development Costs it expects to incur In with respect to that Coan attempted exercise of Warrant Shares having an aggregate Current Market Price of $10,000 on the date of exercise, the Company shall be required to pay the Holder $1,000, plus interest. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; In. (d) except Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the allocation Company’s failure to timely deliver certificates representing common shares upon exercise of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development Territory; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product in the Co-Development Territory equal Warrant as required pursuant to the Enanta Co-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and ▇▇▇▇▇▇ will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreementhereof.