Subject to Section 11 Clause Samples

Subject to Section 11. 8(1) above, the Lead Arranger may syndicate the Loan and the other Obligations held by the Lenders hereunder before or after the Closing Date, and the Lead Arranger (or its designated Affiliates) shall manage all aspects of such syndication, including the number and identity of the potential Lenders participating in the syndication and the Loan amounts and compensation offered in connection therewith. Each Borrower Party agrees to take all actions as the Lead Arranger (or its designated Affiliates) may reasonably request to assist in the syndication, including: (i) making its senior management and representatives available to participate in informational meetings with potential Lenders at such times and places as the Lead Arranger (or its designated Affiliates) may reasonably request; (ii) using its reasonable efforts to ensure that the syndication efforts benefit from such Borrower Party’s lending relationships; and (iii) providing the Lead Arranger (or its designated Affiliates) with all information reasonably deemed necessary to successfully complete the syndication.

Subject to Section 11. 9(a), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE IX. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Party and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE IX.

Subject to Section 11. 2, the Partnership may merge with, or consolidate into, any Person or Entity in accordance with Section 17-211 of the Act.

Subject to Section 11. 1.2, as between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Intellectual Property Rights and Know-How that is conceived, reduced to practice, discovered, developed, or otherwise made solely by or on behalf such Party (or its Affiliates or Sublicensees). Subject to Section 11.1.2, the Parties shall jointly own, on an equal and undivided basis any Intellectual Property Rights and Know-How that is conceived, reduced to practice, discovered, developed, or otherwise made jointly by both (i) Context, its Affiliates or Third Parties acting on Context’s behalf and (ii) BioAtla, its Affiliates or Third Parties acting on BioAtla’s behalf (“Joint Intellectual Property Rights” and “Joint Know-How”, as applicable). Except as expressly provided in this Agreement, neither Party will have any obligation to account to the other Party for profits with respect to, or to obtain any consent of the other Party to license or exploit any such jointly owned Intellectual Property Rights or Know-How by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting.

Subject to Section 11. 3 of this Agreement, the Defaulting Party shall indemnify, hold harmless and reimburse the Indemnified Parties and their respective successors in title, affiliates and representatives (collectively, the “Indemnified Parties”) from and against the following: (1) the breach by the breaching party of any of its representations and warranties made in this Agreement or the misrepresentation or misrepresentation of such representations and warranties; or (2) a breach or failure by the breaching party to fully perform a promise, agreement, warranty or obligation under this Agreement, except to the extent that it has been waived in writing by the other parties. The defaulting party shall indemnify or reimburse the indemnified party for any and all losses, debts, liabilities, impairments, costs (including investigation and defense costs and reasonable attorney’s and accountant’s fees), or other damages of any kind whatsoever (whether or not involving third party claims) suffered by the indemnified party as a result of any of the foregoing, whether directly or indirectly.

Subject to Section 11. 1(l), the issuance of common stock (or common partnership interests) upon conversion of any Preferred Equity Interests;

Subject to Section 11. 3.2, GSK will pay Vir a one-time milestone payment of $200 Million USD ($200,000,000) upon [***] (the “Milestone Payment”). GSK shall make the Milestone Payment (or where applicable pursuant to Section 11.3.2, each applicable milestone payment) in accordance with [***].

Subject to Section 11. 4 but notwithstanding any other provision of this Agreement to the contrary, if the obligations with respect to any Portfolio Segment are validly terminated pursuant to Section 10.1(b) by the Purchaser as a result of a breach by the Seller, the Purchaser shall be entitled to all rights and remedies available to it.

Subject to Section 11. 6, the Parties acknowledge and agree that from and after the Closing their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement (other than with respect to the Transition Services Agreement, Maumee Office License Agreement, Fleet Management Agreement and the Railcar Repair Services Agreement), shall be pursuant to the indemnification provisions set forth in this ARTICLE 10, and except as otherwise expressly provided in this Agreement, from and after the Closing, none of the Parties hereto shall be liable or responsible in any manner whatsoever to any other Party or other Person within the definition of a Buyer Indemnified Party or a Seller Indemnified Party, whether for indemnification or otherwise, with respect to any and all claims relating to the subject matter of this Agreement, regardless of whether such claims arise in contract, tort, breach of warranty or any other legal or equitable theory, including any type of fraud not meeting the definition of Fraud herein. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under any Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this ARTICLE 10, provided however, that nothing in this Section 10.2(c) shall limit or apply: (i) in the event of Fraud, (ii) to any claim under the R&W Insurance Policy or against the insurer thereunder, (iii) to any Action to obtain specific enforcement of the covenants in this Agreement, or (iv) to any remedies in connection with or arising out of the other Transaction Agreements.