Common use of Board Materials Clause in Contracts

Board Materials. Following the occurrence and continuance of an Event of Default and if requested by any Lender that was a Lender as of the Effective Date (or any Lender which is an Affiliate thereof), deliver to such Lender (A) copies of any agenda and other written materials provided to the Board of Directors (or any committee thereof) of the Borrower prior to any meeting of the Board of Directors (or such committee thereof), at the time or promptly (but no later than two (2) Business Days) after such materials are furnished to the members of the Board of Directors (or such committee thereof), (B) copies of all minutes of meetings of the Board of Directors (or any committee thereof) of the Borrower at the time or promptly (but no later than two (2) Business Days) after such minutes are furnished to the members of the Board of Directors (or such committee thereof), (C) copies of all material written consents duly passed by the Board of Directors (or any committee thereof) of the Borrower, and (D) promptly (but no later than two (2) Business Days) upon presentation of any regular periodic materials to the Board of Directors (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Investments, Real Estate (including the Collateral Properties), and updates with respect to material events relating to other Material Contracts), copies of all such materials; provided, that any such materials may be redacted by the Borrower to preserve attorney-client privilege; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude such information.

Board Materials. Following the occurrence and continuance of an Event of Default and if requested by any Lender that was a Lender as of the Effective Date (or any Lender which is an Affiliate thereof), The Borrower shall deliver to such Lender the Administrative Agent (Ai) copies of any agenda and other written materials provided to the Board of Directors (or any committee thereof) of the Borrower prior to any meeting of the Board of Directors (or such committee thereof), at on the time or promptly (but no later than two (2) Business Days) after same day such materials are furnished to the members of the Board or if the written materials are presented at a Board meeting, the date of Directors (or such committee thereof), (B) copies of all minutes of meetings of the Board of Directors (or any committee thereof) of the Borrower at the time or promptly (but no later than two (2) Business Days) after such minutes are furnished to the members of the Board of Directors (or such committee thereof), (C) copies of all material written consents duly passed by the Board of Directors (or any committee thereof) of the Borrower, meeting and (Dii) promptly (but no later than two (2) Business Days) upon presentation of any regular periodic materials to the Board of Directors (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Investments, Real Estate (including the Collateral Properties)Taletrectinib, and updates with respect to material events relating to other Material ContractsAgreements), copies of all such materialsmaterials on the same day provided to the Board; provided, provided that any such materials material may be redacted by the Borrower to preserve (A) exclude information relating to the Borrower’s strategy regarding the Loans or performance or non-performance under the Loan Documents or to matters of conflict of interest to the Administrative Agent or any Lender, (B) exclude information that does not relate to Taletrectinib (other than scientific trade secrets with respect to Taletrectinib), or other information that constitutes non-financial trade secrets or non-financial proprietary information (in each case other than with respect to Taletrectinib), (C) exclude information relating Ordinary Course corporate governance, (D) exclude information relating that is subject to attorney-client or similar privilege; provided, further that such redactions are restricted so as which could reasonably be expected to be only as extensive as is reasonably necessary in order lost or forfeited if disclosed to exclude such information.the Administrative Agent or any Lender or (E) protect

Board Materials. Following the occurrence and continuance of an Event of Default and if requested by any Lender that was a Lender as of the Effective Date (or any Lender which is an Affiliate thereof), The Borrower shall deliver to such Lender the Administrative Agent: (Ai) copies of any agenda and other written materials provided to the Board board of Directors directors (or any committee thereof) of the Borrower prior to any meeting of the Board board of Directors directors (or such committee thereof), at the time or promptly (but no later than two (2) Business Days) after such materials are furnished to the members of the Board board of Directors directors (or such committee thereof), (Bii) copies of all minutes of meetings of the Board board of Directors directors (or any committee thereof) of the Borrower at the time or promptly (but no later than two (2) Business Days) after such minutes are furnished to the members of the Board board of Directors directors (or such committee thereof), (Ciii) copies of all material written consents duly passed by the Board board of Directors directors (or any committee thereof) of the Borrower, Borrower and (Div) promptly (but no later than two (2) Business Days) upon presentation of any regular periodic materials to the Board board of Directors directors (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Investments, Real Estate (including the Collateral Properties)Products, and updates with respect to material events relating to other Material ContractsAgreements), copies of all such materials; provided, provided that any such materials material may be redacted by the Borrower to (A) exclude information relating to the performance of the Administrative Agent or any Lender, to the Borrower’s strategy regarding the Loans or performance or non-performance under the Loan Documents or to matters of conflict of interest to the Administrative Agent or any Lender, (B) preserve attorney-client privilegeor work-product privilege or (C) protect proprietary information, trade secrets, or individually identifiable health information (as defined under HIPAA) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude information described in clauses (A), (B) or (C); provided, further that documents required to be furnished pursuant to this Section 8.14 shall be deemed furnished on the date that such informationdocuments are posted to the Borrower’s board portal to which the Administrative Agent has been granted access so long as the Administrative Agent receives notice when documents are posted to such portal.

Board Materials. Following Upon request by the occurrence and continuance of an Event of Default and if requested by any Lender that was a Lender as of Administrative Agent the Effective Date (or any Lender which is an Affiliate thereof), Borrower shall deliver to such Lender the Administrative Agent: (Ai) copies of any agenda and other written materials provided to the Board board of Directors directors (or any committee thereof) of the Borrower prior to any meeting of the Board board of Directors directors (or such committee thereof), at the time or promptly (but no later than two (2) Business Days) after such materials are furnished to the members of the Board board of Directors directors (or such committee thereof), (Bii) copies of all minutes of meetings of the Board board of Directors directors (or any committee thereof) of the Borrower at the time or promptly (but no later than two (2) Business Days) after such minutes are furnished to the members of the Board board of Directors directors (or such committee thereof), (Ciii) copies of all material written consents duly passed by the Board board of Directors directors (or any committee thereof) of the Borrower, Borrower and (Div) promptly (but no later than two (2) Business Days) upon presentation of any regular periodic materials to the Board board of Directors directors (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Investments, Real Estate (including the Collateral Properties)Products, and updates with respect to material events relating to other Material ContractsAgreements), copies of all such materials; provided, provided that any such materials material may be redacted by the Borrower to (A) exclude information relating to the performance of the Administrative Agent or any Lender, to the Borrower’s strategy regarding the Loans or performance or non-performance under the Loan Documents or to matters of conflict of interest to the Administrative Agent or any Lender, (B) preserve attorney-client privilegeor work-product privilege or (C) protect proprietary information, trade secrets, or individually identifiable health information (as defined under HIPAA) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude such informationinformation described in clauses (A) or (B).

Board Materials. Following the occurrence and continuance of an Event of Default and if requested by any Lender that was a Lender as of the Effective Date (or any Lender which is an Affiliate thereof), The Borrower shall deliver to such Lender the Administrative Agent: (Ai) copies of any agenda and other written materials provided to the Board board of Directors directors (or any committee thereof) of the Borrower prior to any meeting of the Board board of Directors directors (or such committee thereof), at the time or reasonably promptly (but no later than two (2) Business Days) after such materials are furnished to the members of the Board board of Directors directors (or such committee thereof), (Bii) copies of all minutes of meetings of the Board board of Directors directors (or any committee thereof) of the Borrower at the time or promptly (but no later than two (2) Business Days) after such minutes are furnished to the members of the Board board of Directors directors (or such committee thereof), (Ciii) copies of all material written consents duly passed by the Board board of Directors directors (or any committee thereof) of the Borrower, Borrower and (Div) promptly (but no later than two (2) Business Days) upon presentation copies of any regular periodic materials presented to the Board board of Directors directors (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Investments, Real Estate (including the Collateral Properties)Products, and updates with respect to material events relating to other Material ContractsAgreements), copies at or promptly upon presentation of all such materialsmaterials to the board of directors (or such committee thereof); provided, provided that any such materials material may be redacted by the Borrower to exclude (A) any confidential information relating to executive compensation, (B) minutes and other materials prepared exclusively for executive sessions of the independent directors of the board of directors or any committee thereof, (C) information to the extent this Agreement, the transactions contemplated by this Agreement, the Oaktree Lender or the Administrative Agent is the subject of such information, (D) any information with respect to which the Borrower has determined in good faith such exclusion or redaction is reasonably necessary to preserve attorney-client privilegeprivilege with respect to any matter, or such exclusion or redaction is otherwise required to comply with applicable laws or regulations, (E) any information that would raise a conflict of interest with the Oaktree Lender or the Administrative Agent or (F) individually identifiable health information (as defined by HIPAA) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude such informationinformation described in clauses (A) through (F).

Board Materials. Following the occurrence and continuance of an Event of Default and if requested by any Lender that was a Lender as of the Effective Date (or any Lender which is an Affiliate thereof), The Borrower shall deliver to such Lender the Administrative Agent: (Ai) copies of any agenda and other written materials provided to the Board board of Directors directors (or any committee thereof) of the Borrower prior to any meeting of the Board board of Directors directors (or such committee thereof), at the time or reasonably promptly (but no later than two (2) Business Days) after such materials are furnished to the members of the Board board of Directors directors (or such committee thereof), (Bii) copies of all minutes of meetings of the Board board of Directors directors (or any committee thereof) of the Borrower at the time or promptly (but no later than two (2) Business Days) after such minutes are furnished to the members of the Board board of Directors directors (or such committee thereof), (Ciii) copies of all material written consents duly passed by the Board board of Directors directors (or any committee thereof) of the Borrower, Borrower and (Div) promptly (but no later than two (2) Business Days) upon presentation copies of any regular periodic materials presented to the Board board of Directors directors (or any committee thereof) of the Borrower reporting on the current, past or future -107- 4882-5123-7900 v.12 financial -108- 4882-5123-7900 v.12 performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Investments, Real Estate (including the Collateral Properties)Products, and updates with respect to material events relating to other Material ContractsAgreements), copies at or promptly upon presentation of all such materialsmaterials to the board of directors (or such committee thereof); provided, provided that any such materials material may be redacted by the Borrower to exclude (A) any confidential information relating to executive compensation, (B) minutes and other materials prepared exclusively for executive sessions of the independent directors of the board of directors or any committee thereof, (C) information to the extent the Royalty Interest Financing Agreement, the Royalty Interest Financing, this Agreement, the transactions contemplated by this Agreement, the Oaktree Lender, the Administrative Agent, or any lender or investor in the Royalty Interest Financing is the subject of such information, (D) any information with respect to which the Borrower has determined in good faith such exclusion or redaction is reasonably necessary to preserve attorney-client privilegeprivilege with respect to any matter, or such exclusion or redaction is otherwise required to comply with applicable laws or regulations, (E) any information that would raise a conflict of interest with the Oaktree Lender, the Administrative Agent or any lenders or any investor in the Royalty Interest Financing or (F) individually identifiable health information (as defined by HIPAA) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude such informationinformation described in clauses (A) through (F).

Board Materials. Following the occurrence and continuance of an Event of Default and if requested by any Lender that was a Lender as of the Effective Date (or any Lender which is an Affiliate thereof), The Borrower shall deliver to such Lender the Administrative Agent (Afor distribution to any Lenders at their request): (i) copies of any agenda and other written materials provided to the Board of Directors (or any committee thereof) of the Borrower prior to any meeting of the such Board of Directors (or such committee thereof), at or promptly after the time or promptly (but no later than two (2) Business Days) after such materials are furnished to the members of the such Board of Directors (or such committee thereof)) but in any event within five (5) Business Days, (Bii) copies of all minutes of meetings of the Board of Directors (or any committee thereof) of the Borrower at or promptly after the time or promptly (but no later than two (2) Business Days) after such minutes are furnished to the members of the such Board of Directors (or such committee thereof)) but in any event within five (5) Business Days, (Ciii) copies of all material written consents duly passed by the Board of Directors (or any committee thereof) of the Borrower, Borrower and (Div) promptly after presentation (but no later than two in any event within five (25) Business Days) upon presentation of any regular periodic materials to the Board of Directors (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Investments, Real Estate (including the Collateral Properties)Products, and updates with respect to material events relating to other Material ContractsAgreements), copies of all such materials; provided, provided that any such materials material may be redacted by the Borrower to (A) exclude information relating to the performance of the Administrative Agent or any Lender hereunder or to the Borrower’s strategy regarding the Loans (including any potential refinancing thereof), (B) preserve attorney-client privilegeprivilege or (C) protect individually identifiable health information (as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA)) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude such informationinformation described in clauses (A), (B) or (C).

Board Materials. Following the occurrence and continuance of an Event of Default and if requested by any Lender that was a Lender as of the Effective Date (or any Lender which is an Affiliate thereof), The Borrower shall deliver to such Lender the Administrative Agent: (Ai) copies of any agenda and other written materials provided to the Board board of Directors directors (or any committee thereof) of the Borrower prior to any meeting of the Board board of Directors directors (or such committee thereof), at the time or reasonably promptly (but no later than two (2) Business Days) after such materials are furnished to the members of the Board board of Directors directors (or such committee thereof), (Bii) copies of all minutes of meetings of the Board board of Directors directors (or any committee thereof) of the Borrower at the time or promptly (but no later than two (2) Business Days) after such minutes are furnished to the members of the Board board of Directors directors (or such committee thereof), (Ciii) copies of all material written consents duly passed by the Board board of Directors directors (or any committee thereof) of the Borrower, Borrower and (Div) promptly (but no later than two (2) Business Days) upon presentation copies of any regular periodic materials presented to the Board board of Directors directors (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Investments, Real Estate (including the Collateral Properties)Products, and updates with respect to material events relating to other Material ContractsAgreements), copies at or promptly upon presentation of all such materialsmaterials to the board of directors (or such committee thereof); provided, provided that any such materials material may be redacted by the Borrower to exclude (A) any confidential information relating to executive compensation, (B) minutes and other materials prepared exclusively for executive sessions of the independent directors of the board of directors or any committee thereof, (C) information to the extent the Royalty Interest Financing Agreement, the Royalty Interest Financing, this Agreement, the transactions contemplated by this Agreement, the Oaktree -83- 4882-5123-79004861-6868-3896 v.123 Lender, the Administrative Agent, or any lender or investor in the Royalty Interest Financing is the subject of such information, (D) any information with respect to which the Borrower has determined in good faith such exclusion or redaction is reasonably necessary to preserve attorney-client privilegeprivilege with respect to any matter, or such exclusion or redaction is otherwise required to comply with applicable laws or regulations, (E) any information that would raise a conflict of interest with the Oaktree Lender, the Administrative Agent or any lenderslender or any investor in the Royalty Interest Financing or (F) individually identifiable health information (as defined by HIPAA) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude such informationinformation described in clauses (A) through (F).