Common use of Waiver of Conflicts Clause in Contracts

Waiver of Conflicts. Each party to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement and the Put/Call Agreement, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreement, including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested to, and has agreed to, provide a legal opinion with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (the "Opinion"). Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice in connection with the transactions contemplated hereby.

Waiver of Conflicts. Each party Xxxxxx & Xxxxxxx LLP has acted as legal counsel to Sellers and their respective Affiliates prior to the Closing (the “Prior Counsel”). The Prior Counsel intends to act as legal counsel to Sellers and their respective Affiliates (other than Buyer and its direct and indirect subsidiaries). Buyer hereby waives and agrees not to assert, on its own behalf and agrees to cause its Affiliates to waive and to not assert, any conflicts that may arise in connection with or relating to the Prior Counsel representing Sellers, its Affiliates or any of their respective officers, employees or directors (any such person, a “Designated Person”) after the Closing in any matter involving this Agreement or any of the Ancillary Agreements or the transactions contemplated hereby or thereby, including relating to the Business. Without limiting the foregoing, Buyer and Sellers agree that, following the Closing, Prior Counsel may serve as counsel to any Designated Person in connection with any matters related to this Agreement acknowledges and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement (each a “Business Dispute”) notwithstanding any representation by Prior Counsel prior to the Closing, and Buyer (on behalf of itself and its Subsidiaries (including, after the Closing, the Purchased Subsidiary)) hereby agrees that, in the event that Venture Law Group a Business Dispute arises after the Closing between Buyer or any of its respective Subsidiaries ("VLG"including, after the Closing, the Purchased Subsidiary), on the one hand, and any Designated Person, on the other hand, Prior Counsel may represent one or more Designated Persons in such Business Dispute even though the interests of such Person(s) is general corporate counsel for Corixa may be directly adverse to Buyer or its Subsidiaries (including, after the Closing, the Purchased Subsidiary) and has even though Prior Counsel may have represented Corixa such Purchased Subsidiary in a matter substantially related to such Business Dispute. All communications involving attorney-client confidences between Sellers or their respective Affiliates and Prior Counsel in the course of the negotiation, documentation and consummation of the transactions contemplated by this Agreement (the “Counsel Communications”) shall be deemed to be attorney-client confidences that belong solely to Sellers or their respective Affiliates. Accordingly, Buyer shall not have access to any such communications, or to the files of Prior Counsel relating to its engagement, whether or not the Closing shall have occurred. Buyer (on behalf of itself and its Subsidiaries (including, after the Closing, the Purchased Subsidiary)) hereby waives and will not assert, any attorney-client or other applicable legal privilege or protection with respect to the negotiation ofCounsel Communications or in connection with any post-Closing representation of Sellers, including in connection with a Business Dispute with Buyer or its Subsidiaries (including, following the Closing, any Purchased Subsidiary), it being the intention of the Parties that all such rights to such attorney-client and the transactions contemplated by, this Agreement, the Collaboration Agreement other applicable legal privilege or protection and the Put/Call Agreementto control such attorney-client and other applicable legal privilege or protection shall be retained by Sellers and their respective Affiliates, and that VLG has in Sellers or their respective Affiliates and not Buyer or its Subsidiaries (including, after the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreement, including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested to, and has agreed to, provide a legal opinion with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (the "Opinion"). Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this AgreementClosing, the Collaboration AgreementPurchased Subsidiary), shall have the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party sole right to this Agreement further acknowledges that it has had the opportunity decide whether or not to confer with waive any attorney-client or other applicable legal counsel of its choice in connection with the transactions contemplated herebyprivilege or protection.

Waiver of Conflicts. Each party to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa In connection with respect to the negotiation of, and the transactions contemplated by, any dispute or Proceeding arising under or in connection with this Agreement, the Collaboration Agreement and Col-Care Transaction, the Put/Call Agreementsubject matter of the CGGC Resolutions, the CGGC Circular, any ancillary agreement or the transactions contemplated hereby or thereby (collectively, the “Col-Care Transaction-Related Matters”), (a) any manager, member, officer, employee, director or shareholder of Col-Care and/or any Subsidiary thereof shall have the right, at his, her or its election, to retain any of Eversheds Xxxxxxxxxx (US) LLP, Ropes & Xxxx LLP, Stikeman Elliott LLP or any other legal counsel which represented Col-Care or any Subsidiary thereof in connection with any Col-Care Transaction-Related Matters (the “Col-Care Retained Firms”) to represent such manager, member, officer, employee, director or shareholder in connection with any dispute, Proceeding or related matter under or in connection with the Col-Care Transaction-Related Matters, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreement, including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested CGGC irrevocably consents to, and has agreed toirrevocably waives, provide a legal opinion and agrees to cause each of its controlled Affiliates to irrevocably consent to and irrevocably waive, any conflict associated with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (the "Opinion"). Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosureany such representation in any such matter, and (b) gives any officer, employee, director, or shareholder of CGGC shall have the right, at his, her or its informed written consent election, to (i) VLG's general corporate representation retain any of CorixaXxxxxxx Procter LLP, (ii) VLG's representation of certain of the Investors in such unrelated mattersBlake, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with Xxxxxxx & Xxxxxxx LLP or any other legal counsel of its choice which represented CGGC in connection with any Col-Care Transaction-Related Matters (the “CGGC Retained Firms”) to represent such officer, employee, director, or shareholder in connection with any dispute, Proceeding or related matter under or in connection with the transactions contemplated herebyCol-Care Transaction-Related Matters, and Col-Care irrevocably consents to, and irrevocably waives, and agrees to cause each of its controlled Affiliates to irrevocably consent to and irrevocably waive, any conflict associated with any such representation in any such matter.

Waiver of Conflicts. Each party to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement and the Put/Call Agreement, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreement, including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested to, and has agreed to, provide a legal opinion with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (the "Opinion"). Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain It is acknowledged by each of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as Parties that each of the date hereof, GenQuest's Amended Company and Restated Investors' Rights Agreement, dated certain Affiliates of TPG and Calera have retained Skadden to act as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal their counsel of its choice in connection with the transactions contemplated herebyhereby and that Skadden has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that none of the other Parties has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, on the one hand, and any of TPG or Calera or their respective Affiliates, on the other hand, Skadden may represent either or both of TPG and Calera in such dispute even though the interests of TPG and Calera may be directly adverse to Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Company or any of the Company’s Subsidiaries in any matter substantially related to such dispute. Each of the Company (on behalf of itself and the Surviving Corporation), Parent and Merger Sub acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, on the one hand, and any of TPG or Calera or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Company, any of the Company’s Subsidiaries, TPG and Calera that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement (“Privileged Deal Communications”), the attorney-client privilege and the expectation of client confidence belongs to TPG or Calera, as applicable, and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates.

Waiver of Conflicts. Each party to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement and the Put/Call Agreement, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreement, including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested to, and has agreed to, provide a legal opinion with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof parties hereto acknowledges and agrees that the Company has retained Akerman LLP (the "Opinion"). Accordingly, each party “Akerman”) to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, and (b) gives act as its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice in connection with the transactions contemplated hereby.hereby and that Akerman has not acted as counsel for any other Person in connection herewith and that no other party hereto or Person has the status of a client of Akerman for any purpose, including conflicts of interest. Parent hereby agrees that, if a dispute arises between Parent or any of its Affiliates (including Merger Sub and, after the Closing, the Surviving Corporation or any other AGF Entity) and any Person who was a Shareholder as of the Closing or any of their Affiliates (collectively, the “Stakeholders”), and if that dispute is related to the transactions contemplated hereby or to this Agreement, Akerman may represent any such Stakeholder in such dispute even though the interests of such Stakeholder may be directly adverse to Parent or any of its Affiliates (including Merger Sub and, after the Closing, the Surviving Corporation or any other AGF Entity), and even though Akerman may be handling ongoing matters for Parent, the Company or another AGF Entity. In furtherance of the foregoing, Parent and the Company hereby (a) to the extent allowed by professional responsibility rules, waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that Akerman has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, and (b) agree that, if a dispute arises after the Closing between Parent or any of its Affiliates (including Merger Sub and, after the Closing, the Surviving Corporation or any other AGF Entity) and any Stakeholder related to the transactions contemplated hereby or to this Agreement, Akerman may represent any such Stakeholder in such dispute even though the interest of any such party may be directly adverse to Parent or any of its Affiliates (including Merger Sub and, after the Closing, the Surviving Corporation or any other AGF Entity) and even though Akerman may be handling ongoing matters for Parent, the Company or any of the other AGF Entities (on the condition that, if Akerman is handling ongoing matters for Parent, the Company or any of the other AGF Entities, Akerman takes appropriate steps to wall off lawyers handling such ongoing matters for Parent, the Company or any of the other AGF Entities, on the one hand, and lawyers representing Stakeholders in a dispute arising out of the transactions contemplated hereby or this Agreement, on the other hand). Parent agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 8.17. The Company and Parent agree that Stakeholders, Akerman and its partners and employees are third-party beneficiaries of this Section 8.17. * * * * * 80

Waiver of Conflicts. Each party The Parent and the Company agree that, notwithstanding any current or prior representation of the Company by Xxxxx Xxxxx L.L.P. (“Xxxxx Xxxxx”), Xxxxx Xxxxx shall be allowed to represent any Holder, the Holder Representative or any of their respective Affiliates in any matters and disputes related to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement and the Put/Call Agreement, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreementhereby, including the GPA Amendment, even if such matter or dispute is adverse to the Parent, the Company or the Surviving Entity (such representation in any such matter permitted by the foregoing, a “Permitted Representation”). Each of certain Investors in venture capital financings and other matters the Parent, Merger Subsidiary and the representation Company (on behalf of GenQuest itself and the Surviving Entity) hereby (i) waives any claim that any of them have or may have that Xxxxx Xxxxx has a conflict of interest or is otherwise prohibited from 57 engaging in certain transactions such Permitted Representation and general corporate matters. In addition(ii) agrees that, VLG has been requested toin the event that a dispute related to a Permitted Representation arises after the Closing between the Parent or the Surviving Entity, on the one hand, and has agreed toany Holder, provide the Holder Representative or any of their Affiliates, on the other hand, Xxxxx Xxxxx may represent such Holder, the Holder Representative or Affiliate in such dispute constituting a legal opinion with respect Permitted Representation even though the interests of such Holder, the Holder Representative or Affiliate may be directly adverse to certain legal the Parent or the Surviving Entity and even though Xxxxx Xxxxx may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters regarding for the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as Company at any time prior to the Closing. The Parent and the Company each further agree (on behalf of itself and the date hereof (the "Opinion"). Accordingly, each party Surviving Entity) that any and all documents in Xxxxx Xxxxx’ files relating to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated byhereby (including any offers or indications of interest received by the Company in connection therewith) shall be the property of and shall be retained by Xxxxx Xxxxx and shall not be delivered to the Company, GenQuest's Series B Preferred Stock Purchase Agreement dated as the Surviving Entity or the Parent, but all other documents relating to the Company’s assets and arising out of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate mattersthe Company by Xxxxx Xxxxx, (v) VLG's representation of Corixa with respect for periods prior to the negotiation ofClosing, shall remain the property of the Company and shall be delivered to Parent and the transactions contemplated by, this Agreement, Surviving Entity at or promptly following the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice in connection with the transactions contemplated herebyClosing.

Waiver of Conflicts. Each party to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa In connection with respect to the negotiation of, and the transactions contemplated by, any dispute or Proceeding arising under or in connection with this Agreement, the Collaboration Agreement and Sagicor Arrangement, the Put/Call AgreementAlignvest Arrangement, the Alignvest Continuance, the Alignvest Circular, the Sagicor Circular, any ancillary agreement or the transactions contemplated hereby or thereby (collectively, the “Sagicor Arrangement-Related Matters”), (a) any manager, member, officer, employee, director or shareholder of Sagicor and/or any Subsidiary thereof shall have the right, at his, her or its election, to retain the firms of Xxxx Xxxxxxxx LLP, Xxxxx, Xxxxxxx & Xxxxxxx LLP, Xxxxxxx Xxxx & Xxxxxxx Limited, Lex Caribbean or any other legal counsel which represented Sagicor or any Subsidiary thereof in connection with any Sagicor Arrangement-Related Matters (the “Sagicor Retained Firms”) to represent such manager, member, officer, employee, director or shareholder in connection with any dispute, Proceeding or related matter under or in connection with the Sagicor Arrangement-Related Matters, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreement, including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested Alignvest irrevocably consents to, and has agreed toirrevocably waives, provide a legal opinion and agrees to cause each of its controlled Affiliates to irrevocably consent to and irrevocably waive, any conflict associated with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (the "Opinion"). Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosureany such representation in any such matter, and (b) gives any officer, employee, director, or shareholder of Alignvest shall have the right, at his, her or its informed written consent election, to (i) VLG's general corporate representation retain the firms of CorixaXxxxxxxx Xxxxxxx LLP, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with Xxxxxxx Global Group Services Limited or any other legal counsel of its choice which represented Alignvest in connection with any Sagicor Arrangement-Related Matters (the “Alignvest Retained Firms”) to represent such officer, employee, director, or shareholder in connection with any dispute, Proceeding or related matter under or in connection with the transactions contemplated herebySagicor Arrangement-Related Matters, and Sagicor irrevocably consents to, and irrevocably waives, and agrees to cause each of its controlled Affiliates to irrevocably consent to and irrevocably waive, any conflict associated with any such representation in any such matter.

Waiver of Conflicts. Each party The Parent and the Company agree that, notwithstanding any current or prior representation of the Company by Xxxxx Xxxxx L.L.P. (“Xxxxx Xxxxx”), Xxxxx Xxxxx shall be allowed to represent any Holder, the Holder Representative or any of their respective Affiliates in any matters and disputes related to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement and the Put/Call Agreement, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreementhereby, including the GPA Amendment, even if such matter or dispute is adverse to the Parent, the Company or the Surviving Entity (such representation in any such matter permitted by the foregoing, a “Permitted Representation”). Each of certain Investors in venture capital financings and other matters the Parent, Merger Subsidiary and the representation Company (on behalf of GenQuest itself and the Surviving Entity) hereby (i) waives any claim that any of them have or may have that Xxxxx Xxxxx has a conflict of interest or is otherwise prohibited from engaging in certain transactions such Permitted Representation and general corporate matters. In addition(ii) agrees that, VLG has been requested toin the event that a dispute related to a Permitted Representation arises after the Closing between the Parent or the Surviving Entity, on the one hand, and has agreed toany Holder, provide the Holder Representative or any of their Affiliates, on the other hand, Xxxxx Xxxxx may represent such Holder, the Holder Representative or Affiliate in such dispute constituting a legal opinion with respect Permitted Representation even though the interests of such Holder, the Holder Representative or Affiliate may be directly adverse to certain legal the Parent or the Surviving Entity and even though Xxxxx Xxxxx may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters regarding for the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as Company at any time prior to the Closing. The Parent and the Company each further agree (on behalf of itself and the date hereof (the "Opinion"). Accordingly, each party Surviving Entity) that any and all documents in Xxxxx Xxxxx’ files relating to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated byhereby (including any offers or indications of interest received by the Company in connection therewith) shall be the property of and shall be retained by Xxxxx Xxxxx and shall not be delivered to the Company, GenQuest's Series B Preferred Stock Purchase Agreement dated as the Surviving Entity or the Parent, but all other documents relating to the Company’s assets and arising out of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate mattersthe Company by Xxxxx Xxxxx, (v) VLG's representation of Corixa with respect for periods prior to the negotiation ofClosing, shall remain the property of the Company and shall be delivered to Parent and the transactions contemplated by, this Agreement, Surviving Entity at or promptly following the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice in connection with the transactions contemplated herebyClosing.

Waiver of Conflicts. Each party to this Agreement of the parties hereto acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa with respect to the negotiation ofagrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that the transactions contemplated byCompany, this Agreementand not any of its individual Stockholders, is the client of DLA Piper LLP (US) (the “Firm”). After the Closing, it is possible that the Firm will represent the Stockholders, the Collaboration Agreement Representative and the Put/Call Agreement, their respective Affiliates (individually and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreement, including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested to, and has agreed to, provide a legal opinion with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (the "Opinion"). Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreementcollectively, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi“Seller Group”) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice in connection with the transactions contemplated herebyherein or in the Escrow Agreement, the Escrow Fund and any claims made thereunder pursuant to this Agreement or the Escrow Agreement. Parent and Company hereby agree that the Firm (or any successor) may represent the Seller Group after the Closing in connection with issues that may arise under this Agreement or the Escrow Agreement, the administration of the Escrow Fund and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. After the Closing, the Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, stockholder, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated hereby or thereby. Each of the parties hereto consents thereto, and waives any conflict of interest arising from such representation, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each such party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. The foregoing agreement and conflict of interest waiver set forth in this Section 7.13 will become effective upon receipt by Parent at the address set forth in Section 7.13 addressed to the attention of the Chief Executive Officer, of written confirmation from the Firm that: (1) it will not disclose or use any confidential information that it has obtained from Company without the prior consent of Parent and will not otherwise use or disclose any such confidential information in connection with any representation of the Seller Group and (2) it will deliver Company’s files (excluding accounting records or other internal Firm documents, e-mails or communications or drafts of any documents) upon request by Company.

Waiver of Conflicts. Each party to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa with respect to the negotiation negotiations of, and the transactions contemplated by, this Agreement, the Collaboration Administrative Services Agreement and the Put/Call Option Agreement, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest (the "InvestorsInvestor") and for GenQuest in matters unrelated to the transactions described in this Agreement, including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested to, and has agreed to, provide a legal opinion with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (the "Opinion"). Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Investor's Rights Agreement, Agreement dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, 41 and the transactions contemplated by, this Agreement, the Collaboration Administrative Services Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Administrative Services Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice in connection with the transactions contemplated hereby.

Waiver of Conflicts. Each party to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa In connection with respect to the negotiation of, and the transactions contemplated by, any dispute or Proceeding arising under or in connection with this Agreement, the Collaboration Agreement and Sagicor Arrangement, the Put/Call AgreementAlignvest Arrangement, the Alignvest Continuance, the Alignvest Circular, the Sagicor Circular, any ancillary agreement or the transactions contemplated hereby or thereby (collectively, the “Sagicor Arrangement-Related Matters”), (a) any manager, member, officer, employee, director or shareholder of Sagicor and/or any Subsidiary thereof shall have the right, at his, her or its election, to retain the firms of Xxxx Xxxxxxxx LLP, Xxxxx, Xxxxxxx & Xxxxxxx LLP, Xxxxxxx Xxxx & Xxxxxxx Limited, Lex Caribbean or any other legal counsel which represented Sagicor or any Subsidiary thereof in connection with any Sagicor Arrangement-Related Matters (the “Sagicor Retained Firms”) to represent such manager, member, officer, employee, director or shareholder in connection with any dispute, Proceeding or related matter under or in connection with the Sagicor Arrangement-Related Matters, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreement, including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested Alignvest irrevocably consents to, and has agreed toirrevocably waives, provide a legal opinion and agrees to cause each of its controlled Affiliates to irrevocably consent to and irrevocably waive, any conflict associated with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (the "Opinion"). Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosureany such representation in any such matter, and (b) gives any officer, employee, director, or shareholder of Alignvest shall have the right, at his, her or its informed written consent election, to (i) VLG's general corporate representation retain the firms of CorixaStikeman Elliott LLP, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with Xxxxxxx Global Group Services Limited or any other legal counsel of its choice which represented Alignvest in connection with any Sagicor Arrangement-Related Matters (the “Alignvest Retained Firms”) to represent such officer, employee, director, or shareholder in connection with any dispute, Proceeding or related matter under or in connection with the transactions contemplated herebySagicor Arrangement-Related Matters, and Sagicor irrevocably consents to, and irrevocably waives, and agrees to cause each of its controlled Affiliates to irrevocably consent to and irrevocably waive, any conflict associated with any such representation in any such matter.

Waiver of Conflicts. Each party Acquiror, Merger Sub and the Company (on behalf of itself and AG LLC) agree that, notwithstanding any current or prior representation of the Company or AG LLC by Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (“Akin Gump”), Akin Gump shall be allowed to represent any Holder or any of their respective Affiliates in any matters and/or disputes adverse to Acquiror, Merger Sub, the Company, the Surviving Entity, any Subsidiaries of Acquiror, the Surviving Entity or the Company, or any of their respective Affiliates that relates to this Agreement acknowledges that Venture Law Group or any of the other Transaction Documents, or any of the transactions contemplated hereby or thereby ("VLG") is general corporate counsel for Corixa “Post-Closing Representation”), and has represented Corixa with respect to the negotiation ofAcquiror, Merger Sub, and the transactions contemplated byCompany (on behalf of itself and AG LLC) hereby (a) waive any claim they have or may have that Akin Gump has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, this Agreementin the event that a dispute arises after the Closing between Acquiror, the Collaboration Agreement Surviving Entity, any Subsidiaries of Acquiror or the Surviving Entity or any of their respective Affiliates (on the one hand) and any Holder or any of their respective Affiliates (on the other hand), Akin Gump may represent such Holder or such Affiliate in such dispute even though the interests of such Holder or such Affiliate may be directly adverse to Acquiror, the Surviving Entity, any Subsidiaries of Acquiror or the Surviving Entity or any of their respective Affiliates and even though Akin Gump may have represented the Company and AG LLC in a matter related to such dispute. Acquiror and the Put/Call AgreementCompany (on behalf of itself and AG LLC) also further agree that, as to all attorney-client privileged communications (that do not otherwise evidence or relate to fraud) between or among Akin Gump and the Company, any of the Subsidiaries of the Company, any Holder and/or any of their respective Affiliates that VLG has relate in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated any way to the transactions described in negotiation, preparation, execution and Closing of this Agreement, including the representation Agreement or any of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested to, and has agreed to, provide a legal opinion with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (the "Opinion"). Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice Transaction Documents in connection with the transactions contemplated herebyPost-Closing Representation, the attorney-client privilege and the expectation of client confidence belongs to the Holder and may be controlled by the Holder and shall not pass to or be claimed by Acquiror, Merger Sub, the Surviving Entity, the Company or any Subsidiary or Affiliate of Acquiror, the Surviving Entity or the Company.

Waiver of Conflicts. Each party to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa In connection with respect to the negotiation of, and the transactions contemplated by, any dispute or Proceeding arising under or in connection with this Agreement, the Collaboration Agreement and Sagicor Arrangement, the Put/Call AgreementAlignvest Arrangement, the Alignvest Continuance, the Alignvest Circular, the Sagicor Circular, any ancillary agreement or the transactions contemplated hereby or thereby (collectively, the “Sagicor Arrangement-Related Matters”), (a) any manager, member, officer, employee, director or shareholder of Sagicor and/or any Subsidiary thereof shall have the right, at his, her or its election, to retain the firms of Pxxx Xxxxxxxx LLP, Bxxxx, Cxxxxxx & Gxxxxxx LLP, Cxxxxxx Dxxx & Pxxxxxx Limited, Lex Caribbean or any other legal counsel which represented Sagicor or any Subsidiary thereof in connection with any Sagicor Arrangement-Related Matters (the “Sagicor Retained Firms”) to represent such manager, member, officer, employee, director or shareholder in connection with any dispute, Proceeding or related matter under or in connection with the Sagicor Arrangement-Related Matters, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreement, including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested Alignvest irrevocably consents to, and has agreed toirrevocably waives, provide a legal opinion and agrees to cause each of its controlled Affiliates to irrevocably consent to and irrevocably waive, any conflict associated with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (the "Opinion"). Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosureany such representation in any such matter, and (b) gives any officer, employee, director, or shareholder of Alignvest shall have the right, at his, her or its informed written consent election, to (i) VLG's general corporate representation retain the firms of CorixaStikeman Elliott LLP, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with Axxxxxx Global Group Services Limited or any other legal counsel of its choice which represented Alignvest in connection with any Sagicor Arrangement-Related Matters (the “Alignvest Retained Firms”) to represent such officer, employee, director, or shareholder in connection with any dispute, Proceeding or related matter under or in connection with the transactions contemplated herebySagicor Arrangement-Related Matters, and Sagicor irrevocably consents to, and irrevocably waives, and agrees to cause each of its controlled Affiliates to irrevocably consent to and irrevocably waive, any conflict associated with any such representation in any such matter.

Waiver of Conflicts. Each party to this Agreement of the parties hereto acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa with respect to the negotiation ofagrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that the transactions contemplated byCompany, this Agreementand not any of its individual Securityholders, is the client of DLA Piper LLP (US) (the “Firm”). After the Closing, it is possible that the Firm will represent the Securityholders, the Collaboration Agreement Securityholders’ Representative and the Put/Call Agreement, their respective Affiliates (individually and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreement, including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested to, and has agreed to, provide a legal opinion with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (the "Opinion"). Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreementcollectively, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi“Seller Group”) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice in connection with the transactions contemplated herein or in the Escrow Agreement, the Escrow Fund and any claims made thereunder pursuant to this Agreement or the Escrow Agreement. Parent and the Company hereby agree that the Firm (or any successor) may represent the Seller Group after the Closing in connection with issues that may arise under this Agreement or the Escrow Agreement, the administration of the Escrow Fund and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. After the Closing, the Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, stockholder, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated hereby. Each of the parties hereto consents thereto, and waives any conflict of interest arising from such representation, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each such party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. The foregoing agreement and conflict of interest waiver set forth in this Section 11.11 will become effective upon receipt by Parent at the address set forth in Section 11.4, addressed to the attention of the General Counsel, of written confirmation from the Firm that: (1) it will not disclose or use any confidential information that it has obtained from the Company without the prior consent of Parent and will not otherwise use or disclose any such confidential information in connection with any representation of the Seller Group and (2) it will deliver the Company’s files (excluding accounting records or other internal Firm documents, e-mails or communications or drafts of any documents) upon request by Parent or the Surviving Company.

Waiver of Conflicts. Each party Acquiror (on behalf of itself and its Subsidiaries) agree that, notwithstanding any current or prior representation of Parent or any of its Subsidiaries by Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (“Akin Gump”), Akin Gump shall be allowed to represent Parent or any of its Affiliates in any matters and/or disputes (or any other matter), including any matter or dispute adverse to Acquiror, the Acquired Companies, any Subsidiaries of Acquiror or the Acquired Companies, or any of their respective Affiliates that either is existing on the date hereof or that arises in the future and relates to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa with respect to or any of the negotiation ofother Transaction Documents, and or any of the transactions contemplated byhereby or thereby, this Agreement, the Collaboration Agreement and Acquiror and the Put/Call AgreementAcquired Companies (each on behalf of itself and its Subsidiaries) hereby (a) waive any claim they have or may have that Akin Gump has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest event that a dispute arises after the Closing between the Acquired Companies, any Subsidiaries of Acquiror or the Acquired Companies, or any of their respective Affiliates ("Investors"on the one hand) and for GenQuest Parent or Seller or any of their respective Affiliates (on the other hand), Akin Gump may represent Parent, Seller or such Affiliate in matters unrelated such dispute even though the interests of Parent, Seller or such Affiliate may be directly adverse to the transactions described Acquired Companies, any Subsidiaries of Acquiror or the Acquired Companies, or any of their respective Affiliates and even though Akin Gump may have represented the Acquired Companies in this Agreement, including the representation of certain Investors in venture capital financings and other matters a matter related to such dispute. Acquiror and the representation Acquired Companies (each on behalf of GenQuest itself and its Subsidiaries) also further agree that, as to all communications between or among Akin Gump and the Acquired Companies, any of the Subsidiaries of any Acquired Company, any of Parent, Seller and/or any of their respective Affiliates that relate in certain transactions and general corporate matters. In addition, VLG has been requested to, and has agreed to, provide a legal opinion with respect any way to certain legal matters regarding (i) the Business or (ii) any of the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated the Transaction Documents, the attorney-client privilege and the expectation of client confidence belongs to Parent or Seller, as of the date hereof (the "Opinion"). Accordinglyapplicable and may be controlled by Parent or Seller, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosureas applicable, and (b) gives its informed written consent shall not pass to (i) VLG's general corporate representation or be claimed by Acquiror, any Acquired Company or any Subsidiary or Affiliate of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice in connection with the transactions contemplated herebyAcquiror or any Acquired Company.

Waiver of Conflicts. Each party to this Agreement acknowledges (a) Recognizing that Venture Law Group ("VLG") is general corporate Ropes & Gray, LLP has acted as legal counsel for Corixa and has represented Corixa with respect to the negotiation ofCompany, its Subsidiaries, certain of the direct and indirect holders of Company Shares and certain of their respective Affiliates prior to date of this Agreement, and that Ropes & Gray, LLP intends to act as legal counsel to certain of the direct and indirect holders of Company Shares and their respective Affiliates (which will no longer include the Company and its Subsidiaries) after the Closing, each of Purchaser, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with Ropes & Gray, LLP representing any direct or indirect holders of the Company Shares or their respective Affiliates after the Closing as such representation may relate to the transactions contemplated byhereby, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a 110 dispute with Purchaser, the Surviving Corporation, any of their Subsidiaries or any of their respective Affiliates following the Closing arising out of or relating to this Agreement, the Collaboration Agreement and the Put/Call AgreementAdditional Agreements, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreementcontemplated hereby or thereby or the negotiation, including execution, performance or consummation of any of the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate mattersforegoing. In addition, VLG has been requested toall communications involving attorney-client confidences between direct and indirect holders of Company Shares, the Company and its Subsidiaries and their respective Affiliates, on the one hand, and has agreed toRopes & Gray, provide a legal opinion LLP, on the other hand, in connection with respect to certain legal matters regarding the negotiation, documentation and consummation of the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as hereby shall be deemed to be attorney-client confidences that belong solely to the direct and indirect holders of Company Shares and their respective Affiliates (and not the date hereof Company, the Surviving Corporation or its Subsidiaries) (collectively, the "Opinion"“Pre-Closing Communications”). Accordingly, each party Purchaser, the Surviving Corporation and its Subsidiaries shall not have access to, or any other right to this Agreement hereby (a) acknowledges that they have had an opportunity or interest in, any such Pre-Closing Communications or to ask for information relevant the files of Ropes & Gray, LLP relating to this disclosuresuch engagement from and after the Effective Time, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation ofPurchaser shall not, and shall cause the transactions contemplated bySurviving Corporation and its Subsidiaries not to, GenQuest's Series B Preferred Stock Purchase Agreement dated as use any such Pre-Closing Communications for the purpose of asserting, prosecuting or litigating claims against the date hereofEquityholders’ Representative, GenQuest's Amended the direct and Restated Investors' Rights Agreement, dated as indirect holders of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect Company Shares or their respective Affiliates relating to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice in connection with Additional Agreements or the transactions contemplated herebyhereby or thereby.

Waiver of Conflicts. Each party Ropes & Xxxx LLP has acted as legal counsel to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa the Company, its Subsidiaries and has represented Corixa certain of the Stockholders prior to the Closing with respect to the negotiation ofvarious matters, and including the transactions contemplated by, this Agreement, hereby and by acting as legal counsel to certain of the Collaboration Agreement and the Put/Call Agreement, and that VLG has Stockholders with respect to their investment in the past performed Company, and may continue following the Closing to perform legal services for represent certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated of the Stockholders with respect to the transactions described in this Agreementvarious matters, including the representation transactions contemplated hereby and by acting as legal counsel to certain of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested to, and has agreed to, provide a legal opinion Stockholders with respect to certain legal their investment in the Company. Each of the parties hereto, on behalf of themselves and each of their respective Affiliates, hereby waives any conflicts of interest that may arise in connection with the representation by Ropes & Xxxx LLP of the Company, its Subsidiaries or any of the Stockholders with respect to any matters regarding which have already occurred or which may arise in the future, including the transactions contemplated hereby and by GenQuest's Series B Preferred Stock Purchase Agreement dated acting as of the date hereof (the "Opinion"). Accordingly, each party legal counsel to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest Stockholders with respect to their investment in the negotiation ofCompany. All communications which involve attorney-client confidences and which have arisen or may arise in the future between the Company or any of its Subsidiaries, on the one hand, and Ropes & Xxxx LLP, on the other hand and which involve the negotiation, documentation and consummation of the transactions contemplated byhereby shall be deemed to be confidences which belong solely to the Equityholder Representative, GenQuest's Series B Preferred Stock Purchase Agreement dated as of and no other Person shall have any access thereto. Furthermore, all communications which involve attorney-client confidences and which have arisen or may arise in the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa future with respect to any representation by Ropes & Xxxx LLP of any Stockholder with respect to such Stockholder’s investment in the negotiation of, and Company (including any which may have arisen or which may in the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice future arise in connection with the transactions contemplated hereby) shall be deemed to be attorney-client confidences that belong solely to such Stockholder, and no other Person shall have any access thereto. No term of this Section 10.16 may be amended, waived or modified without the prior written consent of Ropes & Xxxx LLP. Notwithstanding the foregoing, in the event that a dispute arises between Parent, Merger Sub, the Surviving Corporation or any of their Affiliates, on the one hand, and a third party (other than an Equityholder or its Affiliates), on the other hand, after the Closing, Parent (including, effective as of the Closing, on behalf of Merger Sub, the Surviving Corporation, or any of their Affiliates) may assert the attorney-client privilege to prevent disclosure of confidential communications by Ropes & Xxxx LLP to such third party; provided, that, neither Parent, Merger Sub, the Surviving Corporation, the Company nor any of their Affiliates may waive such privilege without the prior written consent of the Equityholder Representative.

Waiver of Conflicts. Each party to this Agreement acknowledges (i)Recognizing that Venture Law Group ("VLG") is general corporate Ropes & Gray, LLP has acted as legal counsel for Corixa and has represented Corixa with respect to the negotiation ofCompany, its Subsidiaries, certain of the direct and indirect holders of Company Shares and certain of their respective Affiliates prior to date of this Agreement, and that Ropes & Gray, LLP intends to act as legal counsel to certain of the direct and indirect holders of Company Shares and their respective Affiliates (which will no longer include the Company and its Subsidiaries) after the Closing, each of Purchaser, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with Ropes & Gray, LLP representing any direct or indirect holders of the Company Shares or their respective Affiliates after the Closing as such representation may relate to the transactions contemplated byhereby, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with Purchaser, the Surviving Corporation, any of their Subsidiaries or any of their respective Affiliates following the Closing arising out of or relating to this Agreement, the Collaboration Agreement and the Put/Call AgreementAdditional Agreements, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreementcontemplated hereby or thereby or the negotiation, including execution, performance or consummation of any of the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate mattersforegoing. In addition, VLG has been requested toall communications involving attorney-client confidences between direct and indirect holders of Company Shares, the Company and its Subsidiaries and their respective Affiliates, on the one hand, and has agreed toRopes & Gray, provide a legal opinion LLP, on the other hand, in connection with respect to certain legal matters regarding the negotiation, documentation and consummation of the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as hereby shall be deemed to be attorney-client confidences that belong solely to the direct and indirect holders of Company Shares and their respective Affiliates (and not the date hereof Company, the Surviving Corporation or its Subsidiaries) (collectively, the "Opinion"“Pre-Closing Communications”). Accordingly, each party Purchaser, the Surviving Corporation and its Subsidiaries shall not have access to, or any other right to this Agreement hereby (a) acknowledges that they have had an opportunity or interest in, any such Pre-Closing Communications or to ask for information relevant the files of Ropes & Gray, LLP relating to this disclosuresuch engagement from and after the Effective Time, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation ofPurchaser shall not, and shall cause the transactions contemplated bySurviving Corporation and its Subsidiaries not to, GenQuest's Series B Preferred Stock Purchase Agreement dated as use any such Pre-Closing Communications for the purpose of asserting, prosecuting or litigating claims against the date hereofEquityholders’ Representative, GenQuest's Amended the direct and Restated Investors' Rights Agreement, dated as indirect holders of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect Company Shares or their respective Affiliates relating to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice in connection with Additional Agreements or the transactions contemplated herebyhereby or thereby.