Common use of Other Exceptions Clause in Contracts

Other Exceptions. In addition, a Receiving Party may, notwithstanding the obligations of Section 5.1, disclose Confidential Information: (a) that the Receiving Party can establish by clear and convincing evidence is permitted to be disclosed by the prior written consent of the Providing Party; (b) that the Receiving Party can establish by clear and convincing evidence is required to be disclosed by the Receiving Party to defend litigation or to comply with applicable laws or regulations (including without limitation disclosure obligations under applicable securities laws or the regulations of any stock exchange or NASDAQ), or in connection with filings with the FDA, the United States Patent and Trademark Office or other similar governmental agencies, provided that the Receiving Party provides prior written notice of such disclosure to the Providing Party and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure; or (c) concerning the existence and terms of this Agreement and the status of transactions described herein, under obligations of confidentiality, to the Receiving Party's existing and potential advisors, investors that are bona fide venture capital or institutional investors that make such investments for the potential financial return and not for strategic purposes (so long as such investor does not have more than $1 billion in world-wide pharmaceutical revenue in the most recently completed calendar year) and any Person considering to acquire Hybridon or a controlling interest in Hybridon (a "Potential Acquirer"). Notwithstanding the foregoing, Hybridon shall not make any such disclosure to any Potential Acquirer (i) until discussions with such Potential Acquirer progress to a stage at which the Potential Acquirer is engaged in comprehensive due diligence of Hybridon's business and Hybridon has a good faith belief that the consummation of the proposed acquisition has become reasonably likely to occur and (ii) unless the Potential Acquirer has entered into a confidentiality agreement at least as strict as the provisions of this Section 5.2.2(c), designating Novartis as a third party beneficiary and prohibiting the Potential Acquirer from disclosing or using for its own purposes (other than evaluation of the proposed transaction with Hybridon) any such information. Hybridon shall notify Novartis in writing prior to any disclosure pursuant to this Section 5.2.2(c), but shall not be required to disclose the identity of any Potential Acquirer until after consummation or abandonment of the transaction, at which time Hybridon shall provide Novartis with a copy of the confidentiality agreement executed by such Potential Acquirer.

Other Exceptions. In addition, a Receiving Party may, notwithstanding (a) An amendment or waiver which adversely affects the rights or obligations of Section 5.1the Agent, disclose Confidential Informationthe Security Agent, any Ancillary Lender, or a Reference Bank (each in their capacity as such) may not be effected without the consent of the Agent, the Security Agent, that Ancillary Lender or that Reference Bank, as the case may be. This paragraph ‎(a) shall not entitle any Party to refuse its consent to any release of a guarantee or Transaction Security which would otherwise be permitted under Clause ‎39.5 (Super Majority Lender Matters) or another provision of the Finance Documents. (b) Subject to the other provisions of this Clause ‎39 (Amendments and waivers), the Transaction Security Documents may be amended, varied, waived or modified with the agreement of the Company or the relevant Obligor and the Security Agent acting in accordance with the Intercreditor Agreement. (c) A Structural Adjustment shall only require the prior consent of the Company and each Lender that is participating in that Structural Adjustment and shall not require the consent of any other Lender unless such Structural Adjustment is to: (ai) increase the Total Commitments; and (ii) subject to paragraph ‎(b) of Clause ‎2.2 (Incremental Facilities) to reduce the tenor of any of the Facilities, in which case, such Structural Adjustment shall also require the consent of: (A) the Majority Lenders (including those Lenders participating in the Structural Adjustment); and (B) (only to the extent that such Structural Adjustment is a matter specified in Clause ‎39.4 (Majority Super Senior Facility Lender Matters)), the Receiving Party can establish Majority Super Senior Facility Lenders. (d) Any Permitted Structural Adjustment may be effected pursuant to an amendment to this Agreement (a “Structural Adjustment Amendment Agreement”) executed and delivered by clear the Company and convincing evidence is permitted each consenting Lender in respect of the Permitted Structural Adjustment (the “Consenting Lenders”). The Company shall promptly notify the Agent and the Agent shall promptly notify each Lender as to the effectiveness of any Structural Adjustment Amendment Agreement. Each Structural Adjustment Amendment Agreement may without the consent of any Lender other than the applicable Consenting Lenders, effect such amendments to this Agreement and the other Finance Documents as may be disclosed by necessary or appropriate, in the opinion of the Consenting Lenders and the Company, to give effect to the provisions of this paragraph ‎(d) including any amendments necessary to treat the applicable Loans and/or Commitments of the Consenting Lenders as a new “class” of loans and/or commitments hereunder. (e) With the prior written consent of the Providing PartyCompany, each individual Lender may waive in writing its right to a prepayment (including by way of amendment or waiver to any of the provisions) under Clause ‎10 (Mandatory Prepayment and Cancellation) or any other amounts which have become due and payable to it under this Agreement or any other Finance Documents. (f) Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally, in writing, waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of the Company. (g) No amendment or waiver of a term of any Fee Letter or other side letter shall require the consent of any Finance Party other than any such person which is party to such letter. (h) Any term of the Finance Documents (other than any Ancillary Document or any Fee Letter) may be amended or waived by the Company and the Agent without the consent, sanction, authority or further confirmation of any other Party if that amendment or waiver is: (i) to cure defects or omissions, resolve ambiguities or inconsistencies (including a manifest inconsistency between a term of a Transaction Security Document which is executed after the first date on which any of the Facilities are utilised and a provision of the Agreed Security Principles regarding the times and frequency for the delivery of notices, the extent of perfection and/or any other administrative matters not requiring the release of security or a change to the scope of the Charged Property) or reflect changes of a minor, technical or administrative nature; (bii) that the Receiving Party can establish by clear and convincing evidence is consequential on, incidental to, or required to be disclosed by the Receiving Party to defend litigation implement an approved amendment, waiver, consent or to comply with applicable laws or regulations (including without limitation disclosure obligations under applicable securities laws or the regulations of any stock exchange or NASDAQ), or in connection with filings with the FDA, the United States Patent and Trademark Office or other similar governmental agencies, release provided that such waiver or amendment does not adversely affect the Receiving Party provides prior written notice interests of such disclosure to the Providing Party and takes reasonable and lawful actions to avoid other Lenders whose consent is not required for the applicable amendment or minimize the degree of such disclosurewaiver; or (ciii) concerning otherwise for the existence benefit of all the Lenders as a class. (i) Any Declared Default, Default, Event of Default, Major Event of Default, Margin Event of Default, Material Event of Default or Relevant Event of Default or any notice, demand, declaration and/or other step or action taken under or pursuant to Clause ‎26.15 (Acceleration) or Clause ‎26.16 (Super Senior Acceleration) applicable to all Lenders may be revoked or, as the case may be, waived with the consent of the Majority Lenders (and, if applicable, the Majority Super Senior Facility Lenders) and any other Lender whose consent would have been required to waive the relevant provision breach of which has given rise to the relevant Declared Default, Default, Event of Default, Margin Event of Default, Major Event of Default, Material Event of Default or Relevant Event of Default. (j) If the Company or the Agent (at the request of the Company) has requested the Finance Parties (or any of them) to give a consent in relation to, or to agree a release, waiver or amendment of, any provision of the Finance Documents or other vote of Lenders under the terms of this Agreement Agreement, then in the case of: (i) any Finance Party who has delivered a consent or agreement to such request, on and from the status date of transactions described herein, under obligations of confidentiality, notification thereof to the Receiving Party's existing Agent; and (ii) any other Replaced Finance Party and potential advisorsits applicable participation, investors that are bona fide venture capital (without prejudice to paragraph ‎(i) above), on and from the date such Replaced Finance Party is replaced in accordance with the provisions of Clause ‎39.8 (Replacement of Lender), a consent or institutional investors that make agreement to such investments for request shall be treated and deemed as having been made by such Finance Party and Replaced Finance Party and received by the potential financial return Agent and not for strategic purposes (so long unless otherwise agreed by the Company or stipulated by the relevant Lender), subject to paragraph ‎(k) below, such consent or agreement shall from such time be irrevocable and binding on such Finance Party and Replaced Finance Party (as such investor does not have more than $1 billion in world-wide pharmaceutical revenue in the most recently completed calendar yearapplicable) and any Person considering permitted assignee, transferee or counterparty to acquire Hybridon a sub-participation. (k) If and only to the extent the Company agrees or stipulates to this effect in connection with any consent, release, waiver, amendment or vote under this Agreement, any Finance Party or its permitted assignee or transferee that has expressly not consented or not agreed to a request for an amendment, waiver, consent or release shall, unless it is (and only until it becomes) a Non-Consenting Lender, always have the right to change or revoke their decision and subsequently deliver to the Agent a consent or agreement, or rejection of, to such request at any time during the period for which the vote and request process is open for consents and acceptances as determined by the Company and notified by the Agent to such Lender (and subject to any extension of such period as agreed between the Company and the Agent). Unless the Company stipulates or agrees otherwise, the period for any such process shall end as soon as the requisite Lender consent is received as provided in paragraph ‎(j) above. (l) Any amendment, agreement, replacement or waiver which relates to the rights or obligations applicable to a particular Loan, Facility or class of Lenders and which does not materially and adversely affect the rights or interests of Lenders in respect of other Loan, Facilities or another class of Lender shall only require the consent of the Majority Lenders, Super Majority Lenders, all Lenders or all Lenders forming part of that affected class (as applicable) as if references in this paragraph ‎(f) to “Majority Lenders”, “Majority Revolving Facility Lenders”, “Majority Super Senior Facility Lenders”, “Super Majority Lenders”, “Majority Lenders”, “Majority Revolving Facility Lenders” or “Lenders” were only to Lenders participating in that Loan, Facility or forming part of that affected class; and, if so elected, any amendment, agreement, replacement or waiver relating to a Benchmark Rate Change; or any document, supplement, proposal or request in connection with a Super Majority Lender Objection; or a controlling interest in Hybridon (a "Potential Acquirer"). Notwithstanding Reference Rate Supplement shall be deemed only to relate to rights and obligations applicable to the foregoingspecific Loan and Facilities being amended, Hybridon shall not make any such disclosure to any Potential Acquirer (i) until discussions with such Potential Acquirer progress to a stage at which the Potential Acquirer is engaged in comprehensive due diligence of Hybridon's business replaced or waived and Hybridon has a good faith belief that the consummation of the proposed acquisition has become reasonably likely to occur and (ii) unless the Potential Acquirer has entered into a confidentiality agreement at least as strict as the provisions of this Section 5.2.2(c), designating Novartis as a third party beneficiary and prohibiting the Potential Acquirer from disclosing or using for its own purposes (other than evaluation of the proposed transaction with Hybridon) any such information. Hybridon shall notify Novartis in writing prior to any disclosure pursuant to this Section 5.2.2(c), but shall not be required deemed to disclose materially and adversely affect the identity rights or interests of Lenders in respect of other Loan or Facilities by virtue of such amendments, replacements or waivers. This paragraph (l) is without prejudice to the ability to effect, make or grant any Potential Acquirer until after consummation amendment, waiver, consent or abandonment of the transaction, at which time Hybridon shall provide Novartis release pursuant to or in accordance with a copy of the confidentiality agreement executed by such Potential Acquirerparagraph ‎(a) above.

Other Exceptions. In addition, a Receiving Party may, notwithstanding the obligations of Section 5.1, disclose Confidential Information: (a) Except for a Permitted Structural Adjustment, a Structural Adjustment by any Lender shall only require the prior consent of the Company and each Lender that is participating in that Structural Adjustment and shall not require the Receiving consent of any other Lender unless such Structural Adjustment is to increase the Commitments to an extent not otherwise permitted under this Agreement or reduce the tenor of any of the Facilities, in which case, such Structural Adjustment shall also require the consent of the Majority Lenders (including those Lenders participating in the Structural Adjustment). 153 Project Meria: Senior Facilties Agreement (b) Any Permitted Structural Adjustment may be effected pursuant to an amendment to this Agreement (a "Structural Adjustment Amendment Agreement") executed and delivered by the Company and each consenting Lender in respect of the Permitted Structural Adjustment (the "Consenting Lenders"). The Company shall promptly notify the Agent and the Agent shall promptly notify each Lender as to the effectiveness of any Structural Adjustment Amendment Agreement. Each Structural Adjustment Amendment Agreement may, without the consent of any Lender other than the applicable Consenting Lenders, effect such amendments to this Agreement and the other Finance Documents as may be necessary or appropriate, in the opinion of the Consenting Lenders and the Company, to give effect to the provisions of this paragraph (b) including any amendments necessary to treat the applicable Loans and/or Commitments of the Consenting Lenders as a new "class" of loans and/or commitments hereunder. (c) No consent from any Finance Party can establish by clear shall be required in connection with the implementation of (and convincing evidence any related amendment or waiver as part of the implementation of) any Permitted Indebtedness (other than the consent of the relevant person(s) providing the Permitted Indebtedness). (d) Any amendment or waiver which relates adversely to the specific rights or obligations of the Agent, any Mandated Lead Arranger, a Reference Bank, the Security Agent or a Restricted Finance Party (in each case in such capacity) respectively may not be effected without the consent of the Agent, the relevant Mandated Lead Arranger, the relevant Reference Bank, the Security Agent or the relevant Restricted Finance Party (as the case may be). For the avoidance of doubt, this paragraph (d) shall not entitle any Party to refuse its consent to any release of a guarantee or Transaction Security which would otherwise be permitted under another provision of the Finance Documents. (e) Any amendment, agreement, replacement or waiver which relates to the rights or obligations applicable to a particular Utilisation, Facility or class of Lenders and which does not materially and adversely affect the rights or interests of Lenders in respect of other Utilisations, Facilities or another class of Lender shall, if the Company so elects, only require the consent of the Majority Lenders, Super Majority Lenders or all Lenders (as applicable) as if references in this paragraph (e) to "Majority Lenders", "Majority Revolving Facility Lenders", "Super Majority Lenders" or "Lenders" were only to Lenders participating in that Utilisation, Facility or forming part of that affected class. For the avoidance of doubt, this paragraph (e) is permitted without prejudice to the ability to effect, make or grant any amendment, waiver, consent or release pursuant to or in accordance with paragraph (d) above. (f) Where the Company requests the consent of the Majority Lenders, Majority Revolving Facility Lenders or Super Majority Lenders in relation to any amendment or waiver, if the relevant Total Commitments have been reduced to zero (0) at the time of such request, at the Company's option, the consent of the Majority Lenders, Majority Revolving Facility Lenders or Super Majority Lenders shall be disclosed by deemed to have been given in respect of such amendment or waiver. (g) With the prior written consent of the Providing Party;Company, each individual Lender may waive its right to a prepayment (including by way of amendment or waiver to any of the provisions) under this Agreement (including Clause 8 (Mandatory Prepayment)) or any other amounts which have become due and payable to it under this Agreement or any other Finance Documents. (bh) Any amendment to Clause 8.1 (Change of Control) or waiver thereof may be approved with the consent of the Majority Lenders provided that any waiver of a Change of Control shall be at the option of each individual Lender. (i) Any amendment or waiver which relates only to the provisions governing transfers, assignments or sub-participations by ▇▇▇▇▇▇▇ and which makes such provisions more restrictive for any of the Lenders (including any amendment to Clause 24 (Changes to the Lenders) to the extent further restricting the rights of the Lenders to assign, transfer or sub-participate their rights or obligations under the Finance Documents) shall only require the consent of each Lender who will be subject to the resulting additional restrictions. 154 Project Meria: Senior Facilties Agreement (j) Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of the Company. (k) If the Company or the Agent (at the request of the Company) has requested the Finance Parties (or any of them) to give a consent in relation to, or to agree a release, waiver or amendment of, any provision of the Finance Documents or other vote of Lenders under the terms of this Agreement, then in the case of any Finance Party who has delivered a consent or agreement to such request, on and from the date of notification thereof to the Agent, (i) that Finance Party shall be deemed to have given its consent or agreement to such request, (ii) such consent or agreement shall be deemed to have been received by the Agent and (iii) such consent or agreement shall, unless otherwise agreed or stipulated by the Company, from such time be irrevocable and binding on such Finance Party and any permitted assignee, transferee or counterparty to a sub-participation. (l) If and only to the extent the Company agrees or stipulates to this effect in connection with any consent, release, waiver, amendment or vote under this Agreement, any Finance Party or its permitted assignee or transferee that has expressly rejected, not consented or not agreed to a request for an amendment, waiver, consent or release shall, unless it is (and only until it becomes) a Non-Consenting Lender, have the right to change or revoke its decision and subsequently deliver to the Agent a consent or agreement to such request at any time during the period for which the vote and request process is open for consents and acceptances as determined by the Company and notified by the Agent to such Lender (and subject to any extension of such period as agreed between the Company and the Agent). For the avoidance of doubt, unless the Company stipulates or agrees otherwise, the period for any such process shall end as soon as the requisite Lender consent is received as provided in paragraph (k) above. (m) No amendment or waiver of a term of any Fee Letter or other side letter shall require the consent of any Finance Party other than any such person which is party to such letter. (n) Notwithstanding anything to the contrary, any amendment, waiver, consent or release of a Finance Document made in accordance with Clause 2.3 (Increase), Clause 36.5 (Replacement of a Lender), Clause 36.9 (Implementation of Permitted Structural Adjustment) or the Intercreditor Agreement shall be binding on all Parties without further consent of any Party. (o) Any term of the Finance Documents may be amended or waived by the Company and the Agent (or, if applicable, the Security Agent) without the consent of any other Party if that amendment or waiver is to cure defects or omissions; resolve ambiguities or inconsistencies (including any defects, omissions, ambiguities or manifest inconsistency between a term of a Transaction Security Document and a provision of the Agreed Security Principles); reflect changes of a minor, technical or administrative nature or manifest error; is otherwise only for the benefit of all or any of the Lenders; or (provided that such waiver or amendment does not adversely affect the interests of the other Lenders whose consent is not required for the applicable amendment) is consequential on, incidental to, or required to implement an approved amendment, waiver, consent or release. (p) Any amendment, waiver, consent or release made or effected in accordance with any of the paragraphs of this Clause 36.4, or in accordance with any other term of any of the Finance Documents, shall be binding on all Parties. Each Secured Party irrevocably and unconditionally authorises and instructs the Agent (for the benefit of the Agent and the Company) to execute any documentation relating to a proposed amendment or waiver as soon as the requisite Lender consent is received (or on such later date as may be agreed by the Agent and the Company). Without prejudice to the foregoing, the Finance Parties shall enter into any documentation necessary to implement an amendment or waiver once that amendment or waiver has been approved by the requisite number of Lenders determined in accordance with this Clause 36. 155 Project Meria: Senior Facilties Agreement (q) Any Default, Event of Default or any notice, demand, declaration and/or other step or action taken under or pursuant to Clause 23.7 (Acceleration) may be revoked or, as the case may be, waived with the consent of the Majority Lenders. (r) Notwithstanding anything to the contrary in the Finance Documents, any re-designation or transfer of all or any part of a Commitment and/or a participation in any Utilisation to a new tranche or facility established pursuant to a Structural Adjustment or any other term of any of the Finance Documents (or any other similar or equivalent transaction) may be approved with the consent of the Lender holding that Commitment and/or, as the case may be, participation (or part thereof) and the Company (without any requirement for any consent or approval from any other person). (s) To the extent disenfranchised in accordance with paragraph (g) of Clause 25 (Debt Purchase Transactions) the Commitment and/or participation of any member of the Group, any Investor Affiliate shall not be included for the purpose of calculating the Total Commitments or participations under the relevant Facility or Facilities when ascertaining whether any relevant percentage (including, for the avoidance of doubt, Accelerating Majority Lenders, Majority Lenders and Super Majority Lenders) of Total Commitments and/or participations has been obtained to approve that request. (t) Each Finance Party authorises and instructs the Agent to enter into any amendment or waiver of any term of any Finance Document requested by the Company for the purpose of granting additional rights and benefits to the Lenders and/or any group of Lenders and which does not impose material additional liabilities or obligations on such Lenders and/or group of Lenders (as applicable), in each case without the requirement for any consent of any other Finance Party. (u) For the avoidance of doubt, any amendment, waiver, consent or release shall require the prior written consent of the Company. (v) Notwithstanding anything in any Finance Document, the Company may request that the requirement in the IH Share Security (as defined hereafter) that the Receiving Party can establish financial securities issued by clear Iliad Holding pledged pursuant to the securities account pledge agreement (the "IH Share Security") represent at least 25% (or such lower percentage corresponding to the percentage of pledged shares pursuant to the share pledge granted by the children of Initial Investor following the Donation (as defined therein)) of the ordinary shares of Iliad Holding be disapplied, reduced or otherwise waived. Within five (5) Business Days of receipt of such request from the Company, the Security Agent shall, subject to the Agent having received the consent of the Majority Lenders (acting reasonably and convincing evidence is in good faith), execute any documentation required by the Company in order for such requirement to be disclosed by disapplied, reduced or otherwise waived and the Receiving Party Security Agent is irrevocably authorised and instructed to defend litigation execute such documentation and take any other steps or to comply with applicable laws or regulations (including without limitation disclosure obligations under applicable securities laws or the regulations of any stock exchange or NASDAQ), or actions in connection with filings with the FDAtherewith without any further consent, the United States Patent and Trademark Office sanction, authority or other similar governmental agencies, provided that the Receiving Party provides prior written notice of such disclosure to the Providing Party and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure; or (c) concerning the existence and terms of this Agreement and the status of transactions described herein, under obligations of confidentiality, to the Receiving confirmation from any Secured Party's existing and potential advisors, investors that are bona fide venture capital or institutional investors that make such investments for the potential financial return and not for strategic purposes (so long as such investor does not have more than $1 billion in world-wide pharmaceutical revenue in the most recently completed calendar year) and any Person considering to acquire Hybridon or a controlling interest in Hybridon (a "Potential Acquirer"). Notwithstanding the foregoing, Hybridon shall not make any such disclosure to any Potential Acquirer (i) until discussions with such Potential Acquirer progress to a stage at which the Potential Acquirer is engaged in comprehensive due diligence of Hybridon's business and Hybridon has a good faith belief that the consummation of the proposed acquisition has become reasonably likely to occur and (ii) unless the Potential Acquirer has entered into a confidentiality agreement at least as strict as the provisions of this Section 5.2.2(c), designating Novartis as a third party beneficiary and prohibiting the Potential Acquirer from disclosing or using for its own purposes (other than evaluation of the proposed transaction with Hybridon) any such information. Hybridon shall notify Novartis in writing prior to any disclosure pursuant to this Section 5.2.2(c), but shall not be required to disclose the identity of any Potential Acquirer until after consummation or abandonment of the transaction, at which time Hybridon shall provide Novartis with a copy of the confidentiality agreement executed by such Potential Acquirer.

Other Exceptions. In addition, a Receiving Party may, notwithstanding the obligations of Section 5.1, disclose Confidential Information: (a) Except for a Permitted Structural Adjustment, a Structural Adjustment by any Lender shall only require the prior consent of the Company and each Lender that is participating in that Structural Adjustment and shall not require the Receiving consent of any other Lender unless such Structural Adjustment is to increase the Commitments to an extent not otherwise permitted under this Agreement or reduce the tenor of any of the Facilities, in which case, such Structural Adjustment shall also require the consent of the Majority Lenders (including those Lenders participating in the Structural Adjustment). (b) Any Permitted Structural Adjustment may be effected pursuant to an amendment to this Agreement (a "Structural Adjustment Amendment Agreement") executed and delivered by the Company and each consenting Lender in respect of the Permitted Structural Adjustment (the "Consenting Lenders"). The Company shall promptly notify the Agent and the Agent shall promptly notify each Lender as to the effectiveness of any Structural Adjustment Amendment Agreement. Each Structural Adjustment Amendment Agreement may, without the consent of any Lender other than the applicable Consenting Lenders, effect such amendments to this Agreement and the other Finance Documents as may be necessary or appropriate, in the opinion of the Consenting Lenders and the Company, to give effect to the provisions of this paragraph (b) including any amendments necessary to treat the applicable Loans and/or Commitments of the Consenting Lenders as a new "class" of loans and/or commitments hereunder. (c) No consent from any Finance Party can establish by clear shall be required in connection with the implementation of (and convincing evidence any related amendment or waiver as part of the implementation of) an Additional Facility pursuant to Clause 2.2 (Additional Facilities) or any Permitted Indebtedness and/or Additional Facility Notice (other than the consent of the relevant Additional Facility Lender(s) or person(s) providing the Additional Facility or Permitted Indebtedness). (d) Any amendment or waiver which relates adversely to the specific rights or obligations of the Agent, any Mandated Lead Arranger, a Reference Bank, the Security Agent or a Restricted Finance Party (in each case in such capacity) respectively may not be effected without the consent of the Agent, the relevant Mandated Lead Arranger, the relevant Reference Bank, the Security Agent or the relevant Restricted Finance Party (as the case may be). For the avoidance of doubt, this paragraph (d) shall not entitle any Party to refuse its consent to any release of a guarantee or Transaction Security which would otherwise be permitted under another provision of the Finance Documents. (e) Any amendment, agreement, replacement or waiver which relates to the rights or obligations applicable to a particular Utilisation, Facility or class of Lenders and which does not materially and adversely affect the rights or interests of Lenders in respect of other Utilisations, Facilities or another class of Lender shall, if the Company so elects, only require the consent of the Majority Lenders, Super Majority Lenders or all Lenders (as applicable) as if references in this paragraph (e) to "Majority Lenders", "Majority Revolving Facility Lenders", "Super Majority Lenders" or "Lenders" were only to Lenders participating in that Utilisation, Facility or forming part of that affected class. For the avoidance of doubt, this paragraph (e) is permitted without prejudice to the ability to effect, make or grant any amendment, waiver, consent or release pursuant to or in accordance with paragraph (d) above. (f) Where the Company requests the consent of the Majority Lenders, Majority Revolving Facility Lenders or Super Majority Lenders in relation to any amendment or waiver, if the relevant Total Commitments have been reduced to zero (0) at the time of such request, at the Company's option, the consent of the Majority Lenders, Majority Revolving Facility Lenders or Super Majority Lenders shall be disclosed by deemed to have been given in respect of such amendment or waiver. (g) With the prior written consent of the Providing Party;Company, each individual Lender may waive its right to a prepayment (including by way of amendment or waiver to any of the provisions) under this Agreement (including Clause 8 (Mandatory Prepayment)) or any other amounts which have become due and payable to it under this Agreement or any other Finance Documents. (bh) Any amendment to Clause 8.1 (Change of Control) or waiver thereof may be approved with the consent of the Majority Lenders provided that any waiver of a Change of Control shall be at the option of each individual Lender. (i) Any amendment or waiver which relates only to the provisions governing transfers, assignments or sub-participations by L▇▇▇▇▇▇ and which makes such provisions more restrictive for any of the Lenders (including any amendment to Clause 24 (Changes to the Lenders) to the extent further restricting the rights of the Lenders to assign, transfer or sub-participate their rights or obligations under the Finance Documents) shall only require the consent of each Lender who will be subject to the resulting additional restrictions. (j) Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of the Company. (k) If the Company or the Agent (at the request of the Company) has requested the Finance Parties (or any of them) to give a consent in relation to, or to agree a release, waiver or amendment of, any provision of the Finance Documents or other vote of Lenders under the terms of this Agreement, then in the case of any Finance Party who has delivered a consent or agreement to such request, on and from the date of notification thereof to the Agent, (i) that Finance Party shall be deemed to have given its consent or agreement to such request, (ii) such consent or agreement shall be deemed to have been received by the Agent and (iii) such consent or agreement shall, unless otherwise agreed or stipulated by the Company, from such time be irrevocable and binding on such Finance Party and any permitted assignee, transferee or counterparty to a sub-participation. (l) If and only to the extent the Company agrees or stipulates to this effect in connection with any consent, release, waiver, amendment or vote under this Agreement, any Finance Party or its permitted assignee or transferee that has expressly rejected, not consented or not agreed to a request for an amendment, waiver, consent or release shall, unless it is (and only until it becomes) a Non-Consenting Lender, have the right to change or revoke its decision and subsequently deliver to the Agent a consent or agreement to such request at any time during the period for which the vote and request process is open for consents and acceptances as determined by the Company and notified by the Agent to such Lender (and subject to any extension of such period as agreed between the Company and the Agent). For the avoidance of doubt, unless the Company stipulates or agrees otherwise, the period for any such process shall end as soon as the requisite Lender consent is received as provided in paragraph (k) above. (m) No amendment or waiver of a term of any Fee Letter or other side letter shall require the consent of any Finance Party other than any such person which is party to such letter. (n) Notwithstanding anything to the contrary, any amendment, waiver, consent or release of a Finance Document made in accordance with Clause 2.3 (Increase), Clause 36.5 (Replacement of a Lender), Clause 36.9 (Implementation of Additional Facilities and Permitted Structural Adjustment) or the Intercreditor Agreement shall be binding on all Parties without further consent of any Party. (o) Any term of the Finance Documents may be amended or waived by the Company and the Agent (or, if applicable, the Security Agent) without the consent of any other Party if that amendment or waiver is to cure defects or omissions; resolve ambiguities or inconsistencies (including any defects, omissions, ambiguities or manifest inconsistency between a term of a Transaction Security Document and a provision of the Agreed Security Principles); reflect changes of a minor, technical or administrative nature or manifest error; is otherwise only for the benefit of all or any of the Lenders; or (provided that such waiver or amendment does not adversely affect the interests of the other Lenders whose consent is not required for the applicable amendment) is consequential on, incidental to, or required to implement an approved amendment, waiver, consent or release. (p) Any amendment, waiver, consent or release made or effected in accordance with any of the paragraphs of this Clause 36.4, or in accordance with any other term of any of the Finance Documents, shall be binding on all Parties. Each Secured Party irrevocably and unconditionally authorises and instructs the Agent (for the benefit of the Agent and the Company) to execute any documentation relating to a proposed amendment or waiver as soon as the requisite Lender consent is received (or on such later date as may be agreed by the Agent and the Company). Without prejudice to the foregoing, the Finance Parties shall enter into any documentation necessary to implement an amendment or waiver once that amendment or waiver has been approved by the requisite number of Lenders determined in accordance with this Clause 36. (q) Any Default, Event of Default or any notice, demand, declaration and/or other step or action taken under or pursuant to Clause 23.7 (Acceleration) may be revoked or, as the case may be, waived with the consent of the Majority Lenders. (r) Notwithstanding anything to the contrary in the Finance Documents, any re-designation or transfer of all or any part of a Commitment and/or a participation in any Utilisation to a new tranche or facility established as an Additional Facility or pursuant to a Structural Adjustment or any other term of any of the Finance Documents (or any other similar or equivalent transaction) may be approved with the consent of the Lender holding that Commitment and/or, as the case may be, participation (or part thereof) and the Company (without any requirement for any consent or approval from any other person). (s) To the extent disenfranchised in accordance with paragraph (g) of Clause 25 (Debt Purchase Transactions) the Commitment and/or participation of any member of the Group, any Investor Affiliate shall not be included for the purpose of calculating the Total Commitments or participations under the relevant Facility or Facilities when ascertaining whether any relevant percentage (including, for the avoidance of doubt, Accelerating Majority Lenders, Majority Lenders and Super Majority Lenders) of Total Commitments and/or participations has been obtained to approve that request. (t) Each Finance Party authorises and instructs the Agent to enter into any amendment or waiver of any term of any Finance Document requested by the Company for the purpose of granting additional rights and benefits to the Lenders and/or any group of Lenders and which does not impose material additional liabilities or obligations on such Lenders and/or group of Lenders (as applicable), in each case without the requirement for any consent of any other Finance Party. (u) For the avoidance of doubt, any amendment, waiver, consent or release shall require the prior written consent of the Company. (v) Notwithstanding anything in any Finance Document, the Company may request that the requirement in the IH Share Security (as defined hereafter) that the Receiving Party can establish financial securities issued by clear Iliad Holding pledged pursuant to the securities account pledge agreement (the "IH Share Security") represent at least 25% (or such lower percentage corresponding to the percentage of pledged shares pursuant to the share pledge granted by the children of Initial Investor following the Donation (as defined therein)) of the ordinary shares of Iliad Holding be disapplied, reduced or otherwise waived. Within five (5) Business Days of receipt of such request from the Company, the Security Agent shall, subject to the Agent having received the consent of the Majority Lenders (acting reasonably and convincing evidence is in good faith), execute any documentation required by the Company in order for such requirement to be disclosed by disapplied, reduced or otherwise waived and the Receiving Party Security Agent is irrevocably authorised and instructed to defend litigation execute such documentation and take any other steps or to comply with applicable laws or regulations (including without limitation disclosure obligations under applicable securities laws or the regulations of any stock exchange or NASDAQ), or actions in connection with filings with the FDAtherewith without any further consent, the United States Patent and Trademark Office sanction, authority or other similar governmental agencies, provided that the Receiving Party provides prior written notice of such disclosure to the Providing Party and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure; or (c) concerning the existence and terms of this Agreement and the status of transactions described herein, under obligations of confidentiality, to the Receiving confirmation from any Secured Party's existing and potential advisors, investors that are bona fide venture capital or institutional investors that make such investments for the potential financial return and not for strategic purposes (so long as such investor does not have more than $1 billion in world-wide pharmaceutical revenue in the most recently completed calendar year) and any Person considering to acquire Hybridon or a controlling interest in Hybridon (a "Potential Acquirer"). Notwithstanding the foregoing, Hybridon shall not make any such disclosure to any Potential Acquirer (i) until discussions with such Potential Acquirer progress to a stage at which the Potential Acquirer is engaged in comprehensive due diligence of Hybridon's business and Hybridon has a good faith belief that the consummation of the proposed acquisition has become reasonably likely to occur and (ii) unless the Potential Acquirer has entered into a confidentiality agreement at least as strict as the provisions of this Section 5.2.2(c), designating Novartis as a third party beneficiary and prohibiting the Potential Acquirer from disclosing or using for its own purposes (other than evaluation of the proposed transaction with Hybridon) any such information. Hybridon shall notify Novartis in writing prior to any disclosure pursuant to this Section 5.2.2(c), but shall not be required to disclose the identity of any Potential Acquirer until after consummation or abandonment of the transaction, at which time Hybridon shall provide Novartis with a copy of the confidentiality agreement executed by such Potential Acquirer.

Other Exceptions. In addition, a Receiving Party may, notwithstanding the obligations of Section 5.1, disclose Confidential Information: (a) Except for a Permitted Structural Adjustment, a Structural Adjustment by any Lender shall only require the prior consent of the Company and each Lender that is participating in that Structural Adjustment and shall not require the Receiving consent of any other Lender unless such Structural Adjustment is to increase the Commitments to an extent not otherwise permitted under this Agreement or reduce the tenor of any of the Facilities, in which case, such Structural Adjustment shall also require the consent of the Majority Lenders (including those Lenders participating in the Structural Adjustment). 153 Project Meria: Senior Facilties Agreement (b) Any Permitted Structural Adjustment may be effected pursuant to an amendment to this Agreement (a "Structural Adjustment Amendment Agreement") executed and delivered by the Company and each consenting Lender in respect of the Permitted Structural Adjustment (the "Consenting Lenders"). The Company shall promptly notify the Agent and the Agent shall promptly notify each Lender as to the effectiveness of any Structural Adjustment Amendment Agreement. Each Structural Adjustment Amendment Agreement may, without the consent of any Lender other than the applicable Consenting Lenders, effect such amendments to this Agreement and the other Finance Documents as may be necessary or appropriate, in the opinion of the Consenting Lenders and the Company, to give effect to the provisions of this paragraph (b) including any amendments necessary to treat the applicable Loans and/or Commitments of the Consenting Lenders as a new "class" of loans and/or commitments hereunder. (c) No consent from any Finance Party can establish by clear shall be required in connection with the implementation of (and convincing evidence any related amendment or waiver as part of the implementation of) any Permitted Indebtedness (other than the consent of the relevant person(s) providing the Permitted Indebtedness). (d) Any amendment or waiver which relates adversely to the specific rights or obligations of the Agent, any Mandated Lead Arranger, a Reference Bank, the Security Agent or a Restricted Finance Party (in each case in such capacity) respectively may not be effected without the consent of the Agent, the relevant Mandated Lead Arranger, the relevant Reference Bank, the Security Agent or the relevant Restricted Finance Party (as the case may be). For the avoidance of doubt, this paragraph (d) shall not entitle any Party to refuse its consent to any release of a guarantee or Transaction Security which would otherwise be permitted under another provision of the Finance Documents. (e) Any amendment, agreement, replacement or waiver which relates to the rights or obligations applicable to a particular Utilisation, Facility or class of Lenders and which does not materially and adversely affect the rights or interests of Lenders in respect of other Utilisations, Facilities or another class of Lender shall, if the Company so elects, only require the consent of the Majority Lenders, Super Majority Lenders or all Lenders (as applicable) as if references in this paragraph (e) to "Majority Lenders", "Majority Revolving Facility Lenders", "Super Majority Lenders" or "Lenders" were only to Lenders participating in that Utilisation, Facility or forming part of that affected class. For the avoidance of doubt, this paragraph (e) is permitted without prejudice to the ability to effect, make or grant any amendment, waiver, consent or release pursuant to or in accordance with paragraph (d) above. (f) Where the Company requests the consent of the Majority Lenders, Majority Revolving Facility Lenders or Super Majority Lenders in relation to any amendment or waiver, if the relevant Total Commitments have been reduced to zero (0) at the time of such request, at the Company's option, the consent of the Majority Lenders, Majority Revolving Facility Lenders or Super Majority Lenders shall be disclosed by deemed to have been given in respect of such amendment or waiver. (g) With the prior written consent of the Providing Party;Company, each individual Lender may waive its right to a prepayment (including by way of amendment or waiver to any of the provisions) under this Agreement (including Clause 8 (Mandatory Prepayment)) or any other amounts which have become due and payable to it under this Agreement or any other Finance Documents. (bh) Any amendment to Clause 8.1 (Change of Control) or waiver thereof may be approved with the consent of the Majority Lenders provided that any waiver of a Change of Control shall be at the option of each individual Lender. (i) Any amendment or waiver which relates only to the provisions governing transfers, assignments or sub-participations by L▇▇▇▇▇▇ and which makes such provisions more restrictive for any of the Lenders (including any amendment to Clause 24 (Changes to the Lenders) to the extent further restricting the rights of the Lenders to assign, transfer or sub-participate their rights or obligations under the Finance Documents) shall only require the consent of each Lender who will be subject to the resulting additional restrictions. 154 Project Meria: Senior Facilties Agreement (j) Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of the Company. (k) If the Company or the Agent (at the request of the Company) has requested the Finance Parties (or any of them) to give a consent in relation to, or to agree a release, waiver or amendment of, any provision of the Finance Documents or other vote of Lenders under the terms of this Agreement, then in the case of any Finance Party who has delivered a consent or agreement to such request, on and from the date of notification thereof to the Agent, (i) that Finance Party shall be deemed to have given its consent or agreement to such request, (ii) such consent or agreement shall be deemed to have been received by the Agent and (iii) such consent or agreement shall, unless otherwise agreed or stipulated by the Company, from such time be irrevocable and binding on such Finance Party and any permitted assignee, transferee or counterparty to a sub-participation. (l) If and only to the extent the Company agrees or stipulates to this effect in connection with any consent, release, waiver, amendment or vote under this Agreement, any Finance Party or its permitted assignee or transferee that has expressly rejected, not consented or not agreed to a request for an amendment, waiver, consent or release shall, unless it is (and only until it becomes) a Non-Consenting Lender, have the right to change or revoke its decision and subsequently deliver to the Agent a consent or agreement to such request at any time during the period for which the vote and request process is open for consents and acceptances as determined by the Company and notified by the Agent to such Lender (and subject to any extension of such period as agreed between the Company and the Agent). For the avoidance of doubt, unless the Company stipulates or agrees otherwise, the period for any such process shall end as soon as the requisite Lender consent is received as provided in paragraph (k) above. (m) No amendment or waiver of a term of any Fee Letter or other side letter shall require the consent of any Finance Party other than any such person which is party to such letter. (n) Notwithstanding anything to the contrary, any amendment, waiver, consent or release of a Finance Document made in accordance with Clause 2.3 (Increase), Clause 36.5 (Replacement of a Lender), Clause 36.9 (Implementation of Permitted Structural Adjustment) or the Intercreditor Agreement shall be binding on all Parties without further consent of any Party. (o) Any term of the Finance Documents may be amended or waived by the Company and the Agent (or, if applicable, the Security Agent) without the consent of any other Party if that amendment or waiver is to cure defects or omissions; resolve ambiguities or inconsistencies (including any defects, omissions, ambiguities or manifest inconsistency between a term of a Transaction Security Document and a provision of the Agreed Security Principles); reflect changes of a minor, technical or administrative nature or manifest error; is otherwise only for the benefit of all or any of the Lenders; or (provided that such waiver or amendment does not adversely affect the interests of the other Lenders whose consent is not required for the applicable amendment) is consequential on, incidental to, or required to implement an approved amendment, waiver, consent or release. (p) Any amendment, waiver, consent or release made or effected in accordance with any of the paragraphs of this Clause 36.4, or in accordance with any other term of any of the Finance Documents, shall be binding on all Parties. Each Secured Party irrevocably and unconditionally authorises and instructs the Agent (for the benefit of the Agent and the Company) to execute any documentation relating to a proposed amendment or waiver as soon as the requisite Lender consent is received (or on such later date as may be agreed by the Agent and the Company). Without prejudice to the foregoing, the Finance Parties shall enter into any documentation necessary to implement an amendment or waiver once that amendment or waiver has been approved by the requisite number of Lenders determined in accordance with this Clause 36. 155 Project Meria: Senior Facilties Agreement (q) Any Default, Event of Default or any notice, demand, declaration and/or other step or action taken under or pursuant to Clause 23.7 (Acceleration) may be revoked or, as the case may be, waived with the consent of the Majority Lenders. (r) Notwithstanding anything to the contrary in the Finance Documents, any re-designation or transfer of all or any part of a Commitment and/or a participation in any Utilisation to a new tranche or facility established pursuant to a Structural Adjustment or any other term of any of the Finance Documents (or any other similar or equivalent transaction) may be approved with the consent of the Lender holding that Commitment and/or, as the case may be, participation (or part thereof) and the Company (without any requirement for any consent or approval from any other person). (s) To the extent disenfranchised in accordance with paragraph (g) of Clause 25 (Debt Purchase Transactions) the Commitment and/or participation of any member of the Group, any Investor Affiliate shall not be included for the purpose of calculating the Total Commitments or participations under the relevant Facility or Facilities when ascertaining whether any relevant percentage (including, for the avoidance of doubt, Accelerating Majority Lenders, Majority Lenders and Super Majority Lenders) of Total Commitments and/or participations has been obtained to approve that request. (t) Each Finance Party authorises and instructs the Agent to enter into any amendment or waiver of any term of any Finance Document requested by the Company for the purpose of granting additional rights and benefits to the Lenders and/or any group of Lenders and which does not impose material additional liabilities or obligations on such Lenders and/or group of Lenders (as applicable), in each case without the requirement for any consent of any other Finance Party. (u) For the avoidance of doubt, any amendment, waiver, consent or release shall require the prior written consent of the Company. (v) Notwithstanding anything in any Finance Document, the Company may request that the requirement in the IH Share Security (as defined hereafter) that the Receiving Party can establish financial securities issued by clear Iliad Holding pledged pursuant to the securities account pledge agreement (the "IH Share Security") represent at least 25% (or such lower percentage corresponding to the percentage of pledged shares pursuant to the share pledge granted by the children of Initial Investor following the Donation (as defined therein)) of the ordinary shares of Iliad Holding be disapplied, reduced or otherwise waived. Within five (5) Business Days of receipt of such request from the Company, the Security Agent shall, subject to the Agent having received the consent of the Majority Lenders (acting reasonably and convincing evidence is in good faith), execute any documentation required by the Company in order for such requirement to be disclosed by disapplied, reduced or otherwise waived and the Receiving Party Security Agent is irrevocably authorised and instructed to defend litigation execute such documentation and take any other steps or to comply with applicable laws or regulations (including without limitation disclosure obligations under applicable securities laws or the regulations of any stock exchange or NASDAQ), or actions in connection with filings with the FDAtherewith without any further consent, the United States Patent and Trademark Office sanction, authority or other similar governmental agencies, provided that the Receiving Party provides prior written notice of such disclosure to the Providing Party and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure; or (c) concerning the existence and terms of this Agreement and the status of transactions described herein, under obligations of confidentiality, to the Receiving confirmation from any Secured Party's existing and potential advisors, investors that are bona fide venture capital or institutional investors that make such investments for the potential financial return and not for strategic purposes (so long as such investor does not have more than $1 billion in world-wide pharmaceutical revenue in the most recently completed calendar year) and any Person considering to acquire Hybridon or a controlling interest in Hybridon (a "Potential Acquirer"). Notwithstanding the foregoing, Hybridon shall not make any such disclosure to any Potential Acquirer (i) until discussions with such Potential Acquirer progress to a stage at which the Potential Acquirer is engaged in comprehensive due diligence of Hybridon's business and Hybridon has a good faith belief that the consummation of the proposed acquisition has become reasonably likely to occur and (ii) unless the Potential Acquirer has entered into a confidentiality agreement at least as strict as the provisions of this Section 5.2.2(c), designating Novartis as a third party beneficiary and prohibiting the Potential Acquirer from disclosing or using for its own purposes (other than evaluation of the proposed transaction with Hybridon) any such information. Hybridon shall notify Novartis in writing prior to any disclosure pursuant to this Section 5.2.2(c), but shall not be required to disclose the identity of any Potential Acquirer until after consummation or abandonment of the transaction, at which time Hybridon shall provide Novartis with a copy of the confidentiality agreement executed by such Potential Acquirer.

Other Exceptions. In addition, a Receiving Party may, notwithstanding the obligations of Section 5.17.1, disclose Confidential Information: (a) that the Receiving Party can establish by clear and convincing evidence is permitted to be disclosed by the prior written consent of the Providing Party; (b) that the Receiving Party can establish by clear and convincing evidence is required to be disclosed by the Receiving Party to defend litigation or to comply with applicable laws or regulations (including without limitation disclosure obligations under applicable securities laws or the regulations of any stock exchange or NASDAQ), or in connection with filings with the FDA, the United States Patent and Trademark Office or other similar governmental agencies, provided that the Receiving Party provides prior written notice of such disclosure to the Providing Party and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure; or (c) concerning the existence and terms of this License Agreement and the status of transactions described herein, under obligations of confidentiality, to the Receiving Party's existing and potential advisors, investors that are bona fide venture capital or institutional investors that make such investments for the potential financial return and not for strategic purposes (so long as such investor does not have more than $1 billion in world-wide pharmaceutical revenue in the most recently completed calendar year) and any Person considering to acquire Hybridon or a controlling interest in Hybridon (a "Potential Acquirer"). Notwithstanding the foregoing, Hybridon shall not make any such disclosure to any Potential Acquirer (i) until discussions with such Potential Acquirer progress to a stage at which the Potential Acquirer is engaged in comprehensive due diligence of Hybridon's business and Hybridon has a good faith belief that the consummation of the proposed acquisition has become reasonably likely to occur and (ii) unless the Potential Acquirer has entered into a confidentiality agreement at least as strict as the provisions of this Section 5.2.2(c7.2.2(c), designating Novartis as a third party beneficiary and prohibiting the Potential Acquirer from disclosing or using for its own purposes (other than evaluation of the proposed transaction with Hybridon) any such information. Hybridon shall notify Novartis in writing prior to any disclosure pursuant to this Section 5.2.2(c7.2.2(c), but shall not be required to disclose the identity of any Potential Acquirer until after consummation or abandonment of the transaction, at which time Hybridon shall provide Novartis with a copy of the confidentiality agreement executed by such Potential Acquirer.

Other Exceptions. In addition, a Receiving Party may, notwithstanding (a) An amendment or waiver which adversely affects the rights or obligations of Section 5.1the Agent, disclose Confidential Informationthe Security Agent or a Reference Bank (each in their capacity as such) may not be effected without the consent of the Agent, the Security Agent or that Reference Bank, as the case may be. This paragraph ‎(a) shall not entitle any Party to refuse its consent to any release of a guarantee or Transaction Security which would otherwise be permitted under Clause ‎39.5 (Super Majority Noteholder Matters) or another provision of the Finance Documents. (b) Subject to the other provisions of this Clause ‎39 (Amendments and waivers), the Transaction Security Documents may be amended, varied, waived or modified with the agreement of the Company or the relevant Obligor and the Security Agent acting in accordance with the Intercreditor Agreement. (c) A Structural Adjustment shall only require the prior consent of the Company and each Noteholder that is participating in that Structural Adjustment and shall not require the consent of any other Noteholder unless such Structural Adjustment is to: (ai) increase the Total Commitments; and (ii) subject to paragraph ‎(b) of Clause ‎2.2 (Incremental Series) to reduce the tenor of any of the Notes, in which case, such Structural Adjustment shall also require the consent of: (A) the Majority Noteholders (including those Noteholders participating in the Structural Adjustment); and (B) (only to the extent that such Structural Adjustment is a matter specified in Clause ‎39.4 (Majority Super Senior Series Noteholder Matters)), the Receiving Party can establish Majority Super Senior Series Noteholders. (d) Any Permitted Structural Adjustment may be effected pursuant to an amendment to this Agreement (a “Structural Adjustment Amendment Agreement”) executed and delivered by clear the Company and convincing evidence is permitted each consenting Noteholder in respect of the Permitted Structural Adjustment (the “Consenting Noteholders”). The Company shall promptly notify the Agent and the Agent shall promptly notify each Noteholder as to the effectiveness of any Structural Adjustment Amendment Agreement. Each Structural Adjustment Amendment Agreement may without the consent of any Noteholder other than the applicable Consenting Noteholders, effect such amendments to this Agreement and the other Finance Documents as may be disclosed by necessary or appropriate, in the opinion of the Consenting Noteholders and the Company, to give effect to the provisions of this paragraph ‎(d) including any amendments necessary to treat the applicable Notes and/or Commitments of the Consenting Noteholders as a new “class” of loans and/or commitments hereunder. (e) With the prior written consent of the Providing PartyCompany, each individual Noteholder may waive in writing its right to a redemption (including by way of amendment or waiver to any of the provisions) under Clause ‎10.1 (Exit) or any other amounts which have become due and payable to it under this Agreement or any other Finance Documents. (f) Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally, in writing, waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of the Company. (g) No amendment or waiver of a term of any Fee Letter or other side letter shall require the consent of any Finance Party other than any such person which is party to such letter. (h) Any term of the Finance Documents (other than any Fee Letter) may be amended or waived by the Company and the Agent without the consent, sanction, authority or further confirmation of any other Party if that amendment or waiver is: (i) to cure defects or omissions, resolve ambiguities or inconsistencies (including a manifest inconsistency between a term of a Transaction Security Document which is executed after the first date on which any of the Series are issued and a provision of the Agreed Security Principles regarding the times and frequency for the delivery of notices, the extent of perfection and/or any other administrative matters not requiring the release of security or a change to the scope of the Charged Property) or reflect changes of a minor, technical or administrative nature; (bii) that the Receiving Party can establish by clear and convincing evidence is consequential on, incidental to, or required to be disclosed by the Receiving Party to defend litigation implement an approved amendment, waiver, consent or to comply with applicable laws or regulations (including without limitation disclosure obligations under applicable securities laws or the regulations of any stock exchange or NASDAQ), or in connection with filings with the FDA, the United States Patent and Trademark Office or other similar governmental agencies, release provided that such waiver or amendment does not adversely affect the Receiving Party provides prior written notice interests of such disclosure to the Providing Party and takes reasonable and lawful actions to avoid other Noteholders whose consent is not required for the applicable amendment or minimize the degree of such disclosurewaiver; or (ciii) concerning otherwise for the existence benefit of all the Noteholders as a class. (i) Any Declared Default, Default, Event of Default, Major Event of Default, Margin Event of Default, Material Event of Default or Relevant Event of Default or any notice, demand, declaration and/or other step or action taken under or pursuant to Clause ‎26.15 (Acceleration) or Clause ‎26.16 (Super Senior Acceleration) applicable to all Noteholders may be revoked or, as the case may be, waived with the consent of the Majority Noteholders (and, if applicable, the Majority Super Senior Series Noteholders) and any other Noteholder whose consent would have been required to waive the relevant provision breach of which has given rise to the relevant Declared Default, Default, Event of Default, Margin Event of Default, Major Event of Default, Material Event of Default or Relevant Event of Default. (j) If the Company or the Agent (at the request of the Company) has requested the Finance Parties (or any of them) to give a consent in relation to, or to agree a release, waiver or amendment of, any provision of the Finance Documents or other vote of Noteholders under the terms of this Agreement Agreement, then in the case of: (i) any Finance Party who has delivered a consent or agreement to such request, on and from the status date of transactions described herein, under obligations of confidentiality, notification thereof to the Receiving Party's existing Agent; and (ii) any other Replaced Finance Party and potential advisorsits applicable participation, investors that are bona fide venture capital (without prejudice to paragraph ‎(i) above), on and from the date such Replaced Finance Party is replaced in accordance with the provisions of Clause ‎39.8 (Replacement of Noteholder), a consent or institutional investors that make agreement to such investments for request shall be treated and deemed as having been made by such Finance Party and Replaced Finance Party and received by the potential financial return Agent and not for strategic purposes (so long unless otherwise agreed by the Company or stipulated by the relevant Noteholder), subject to paragraph ‎(k) below, such consent or agreement shall from such time be irrevocable and binding on such Finance Party and Replaced Finance Party (as such investor does not have more than $1 billion in world-wide pharmaceutical revenue in the most recently completed calendar yearapplicable) and any Person considering permitted assignee, transferee or counterparty to acquire Hybridon a sub-participation. (k) If and only to the extent the Company agrees or stipulates to this effect in connection with any consent, release, waiver, amendment or vote under this Agreement, any Finance Party or its permitted assignee or transferee that has expressly not consented or not agreed to a request for an amendment, waiver, consent or release shall, unless it is (and only until it becomes) a Non-Consenting Noteholder, always have the right to change or revoke their decision and subsequently deliver to the Agent a consent or agreement, or rejection of, to such request at any time during the period for which the vote and request process is open for consents and acceptances as determined by the Company and notified by the Agent to such Noteholder (and subject to any extension of such period as agreed between the Company and the Agent). Unless the Company stipulates or agrees otherwise, the period for any such process shall end as soon as the requisite Noteholder consent is received as provided in paragraph ‎(j) above. (l) Any amendment, agreement, replacement or waiver which relates to the rights or obligations applicable to a particular Note, Series or class of Noteholders and which does not materially and adversely affect the rights or interests of Noteholders in respect of other Notes, Series or another class of Noteholder shall only require the consent of the Majority Noteholders, Super Majority Noteholders, all Noteholders or all Noteholders forming part of that affected class (as applicable) as if references in this paragraph ‎(l) to “Majority Noteholders”, “Majority Series B Noteholders”, “Majority Super Senior Series Noteholders”, “Super Majority Noteholders” or “Noteholders” were only to Noteholders participating in that Note, Series or forming part of that affected class; and, if so elected, any amendment, agreement, replacement or waiver relating to a Benchmark Rate Change; or any document, supplement, proposal or request in connection with a Super Majority Noteholder Objection; or a controlling interest in Hybridon (a "Potential Acquirer"). Notwithstanding Reference Rate Supplement shall be deemed only to relate to rights and obligations applicable to the foregoingspecific Note and Series being amended, Hybridon shall not make any such disclosure to any Potential Acquirer (i) until discussions with such Potential Acquirer progress to a stage at which the Potential Acquirer is engaged in comprehensive due diligence of Hybridon's business replaced or waived and Hybridon has a good faith belief that the consummation of the proposed acquisition has become reasonably likely to occur and (ii) unless the Potential Acquirer has entered into a confidentiality agreement at least as strict as the provisions of this Section 5.2.2(c), designating Novartis as a third party beneficiary and prohibiting the Potential Acquirer from disclosing or using for its own purposes (other than evaluation of the proposed transaction with Hybridon) any such information. Hybridon shall notify Novartis in writing prior to any disclosure pursuant to this Section 5.2.2(c), but shall not be required deemed to disclose materially and adversely affect the identity rights or interests of Noteholders in respect of other Notes or Series by virtue of such amendments, replacements or waivers. This paragraph ‎(l) is without prejudice to the ability to effect, make or grant any Potential Acquirer until after consummation amendment, waiver, consent or abandonment release pursuant to or in accordance with paragraph ‎(a) above. (m) For the avoidance of doubt, any amendment, waiver, consent or release shall require the prior written consent of the transaction, at which time Hybridon shall provide Novartis with a copy of the confidentiality agreement executed by such Potential AcquirerCompany.

Other Exceptions. In addition, a Receiving Party may, notwithstanding the obligations of Section 5.1, disclose Confidential Information: (a) that The Borrower and the Receiving Party can establish by clear and convincing evidence is permitted Arranger, the Facility Agent or Security Agent, as applicable, may amend or waive a term of a Fee Letter to be disclosed by the prior written consent of the Providing Party;which they are party. (b) that the Receiving Party can establish by clear and convincing evidence is required to be disclosed by the Receiving Party to defend litigation An amendment or to comply with applicable laws or regulations (including without limitation disclosure obligations under applicable securities laws or the regulations of any stock exchange or NASDAQ), or in connection with filings with the FDA, the United States Patent and Trademark Office or other similar governmental agencies, provided that the Receiving Party provides prior written notice of such disclosure waiver which relates to the Providing rights or obligations of an Administrative Party and takes reasonable and lawful actions to avoid or minimize a Hedge Counterparty (each in their capacity as such) may not be effected without the degree consent of such disclosure; orthat Administrative Party or that Hedge Counterparty, as the case may be. (c) concerning the existence and terms of this Agreement and the status of transactions described herein, under obligations of confidentiality, to the Receiving Party's existing and potential advisors, investors that are bona fide venture capital Any amendment or institutional investors that make such investments for the potential financial return and not for strategic purposes (so long as such investor does not have more than $1 billion in world-wide pharmaceutical revenue in the most recently completed calendar year) and any Person considering to acquire Hybridon or a controlling interest in Hybridon (a "Potential Acquirer"). Notwithstanding the foregoing, Hybridon shall not make any such disclosure to any Potential Acquirer waiver which: (i) until discussions with such Potential Acquirer progress relates only to the rights or obligations applicable to a stage at which the Potential Acquirer is engaged in comprehensive due diligence particular Utilisation, Facility or class of Hybridon's business and Hybridon has a good faith belief that the consummation of the proposed acquisition has become reasonably likely to occur and Lender; and (ii) unless does not materially and adversely affect the Potential Acquirer has entered into a confidentiality agreement at least rights or interests of Lenders in respect of any other Utilisation or Facility or another class of Lender, may be made in accordance with this Clause 36 but as strict as if references in this Clause 36 to the provisions specified proportion of Lenders (including, for the avoidance of doubt, all the Lenders) whose consent would, but for this Section 5.2.2(cparagraph (c), designating Novartis as a third party beneficiary and prohibiting the Potential Acquirer from disclosing be required for that amendment or using for its own purposes (other than evaluation waiver were to that proportion of the proposed transaction with HybridonLenders participating in that particular Utilisation or Facility or forming part of that particular class. (d) Any amendment or waiver which relates to paragraphs (h) to (i) of the definition of “Offshore Convertible Bonds” may be, and any such information. Hybridon determination as to the compliance thereof shall notify Novartis in writing prior to be, made by the Original Mandated Lead Arranger and Bookrunner. (e) Any amendment to, or any disclosure pursuant to this Section 5.2.2(c), but shall not be required to disclose the identity waiver or reduction of any Potential Acquirer until after consummation or abandonment mandatory prepayment under: (i) Clause 8.1 (Debt, Disposal, Equity Issuance and Insurance Proceeds) may be made with the consent of the transactionMajority Lenders, at except where a mandatory prepayment has become due or will become payable but has not yet accrued or become due thereunder (in which time Hybridon case the consent of all the Lenders shall provide Novartis be required); (ii) Clause 7.5 (Exit Event) may be made with a copy the consent of all the confidentiality agreement executed by such Potential AcquirerLenders only.

Other Exceptions. In additionSuch other exceptions or conditions to title as shown on the Leasehold Title Commitment, a Receiving Party maythe parties acknowledging that Landlord has made no independent examination of title to the Premises and is relying on the Title Company for that purpose. Tenant shall have ten (10) days after receipt of the Leasehold Title Commitment to review the same and to deliver its written objections, notwithstanding if any, to Landlord. Within ten (10) days thereafter (unless such time is extended in writing by Tenant), Landlord shall (i) correct such objections and perfect title, (ii) have such unpermitted exceptions removed from the obligations of Section 5.1Leasehold Title Commitment, disclose Confidential Informationor (iii) have the Title Company commit to insure against loss or damage that may be occasioned by such exception; provided, however, that Landlord is under no obligation to incur any expense in connection therewith. Landlord shall use its best efforts (not to include the obligation to incur any expense in connection therewith) to provide the Title Company documents to enable the Title Company to insure over the following items: (ai) that Rights or claims of parties in possession not shown by the Receiving Party can establish by clear public records; (ii) Encroachments, overlaps, boundary line disputes, and convincing evidence is permitted to any other matters which would be disclosed by the prior written consent of the Providing Partyan accurate survey and inspection; (biii) that the Receiving Party can establish by clear and convincing evidence is required to be disclosed Easements, or claims of easements, not shown by the Receiving Party to defend litigation or to comply with applicable laws or regulations public records; (including without limitation disclosure obligations under applicable securities laws or the regulations of any stock exchange or NASDAQ)iv) Any lien, or in connection with filings with right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the FDA, the United States Patent and Trademark Office or other similar governmental agencies, provided that the Receiving Party provides prior written notice of such disclosure to the Providing Party and takes reasonable and lawful actions to avoid or minimize the degree of such disclosurepublic records; orand (cv) concerning Taxes or public assessments which are not shown as existing liens by the existence and terms of this Agreement and public records. In the status of transactions described hereinevent that Landlord is unable to or fails to satisfy such objections to title, under obligations of confidentialityTenant may, to the Receiving Party's existing and potential advisorsat its option, investors that are bona fide venture capital or institutional investors that make such investments for the potential financial return and not for strategic purposes (so long as such investor does not have more than $1 billion in world-wide pharmaceutical revenue in the most recently completed calendar year) and any Person considering to acquire Hybridon or a controlling interest in Hybridon (a "Potential Acquirer"). Notwithstanding the foregoing, Hybridon shall not make any such disclosure to any Potential Acquirer either (i) until discussions with such Potential Acquirer progress to a stage at terminate this Agreement, in which the Potential Acquirer is engaged in comprehensive due diligence event both parties shall be relieved of Hybridon's business and Hybridon has a good faith belief that the consummation of the proposed acquisition has become reasonably likely to occur and any further liability hereunder, or (ii) unless waive such objections; provided, however, that the Potential Acquirer has entered into a confidentiality agreement at least as strict as waiver of objections by Tenant to title of its subleasehold interest in the provisions of this Section 5.2.2(c), designating Novartis as a third party beneficiary and prohibiting the Potential Acquirer from disclosing or using for its own purposes (other than evaluation of the proposed transaction with Hybridon) any such information. Hybridon shall notify Novartis in writing prior to any disclosure pursuant to this Section 5.2.2(c), but Premises shall not be required to disclose the identity construed as constituting a waiver by Tenant of any Potential Acquirer until after consummation or abandonment other provision of this Agreement. Tenant shall pay the premium of the transaction, at which time Hybridon shall provide Novartis with a copy of the confidentiality agreement executed by such Potential AcquirerLeasehold Title Policy.