Closing Uses in Conditions of the Companys Obligations Clause

Conditions of the Companys Obligations from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement) is made and entered into as of August 8, 2016 (the Effective Date) by and among Arrowhead Pharmaceuticals, Inc., a Delaware corporation (the Company), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Schedule I hereto (each a Purchaser and together the Purchasers). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.

Conditions of the Companys Obligations. The obligations of the Company under Section 2 hereof are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Company: (a) each Purchaser at the Closing shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing, and (b) the representations and warranties of the Purchasers at the Closing contained in this Agreement shall be true and correct at and as of the Closing as if made at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date). If the foregoing conditions are not satisfied on or the Outside Date, then the Company may terminate this Agreement upon providing written notice to the Purchasers.

Conditions of the Companys Obligations from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement) is made and entered into as of October 8, 2013 by and among Arrowhead Research Corporation, a Delaware corporation (the Company), and the purchasers listed on Schedule I hereto (each a Purchaser and together the Purchasers). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.

Conditions of the Companys Obligations. The obligations of the Company under Section 2 hereof are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Company: (i) each Purchaser at the Closing shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing, and (ii) the representations and warranties of the Purchasers at the Closing contained in this Agreement shall be true and correct at and as of the Closing as if made at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date). If the foregoing conditions are not satisfied on or before October 15, 2013, then the Company may terminate this Agreement upon providing written notice to the Purchasers.

Conditions of the Companys Obligations from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement) is made and entered into as of September 24, 2013 (the Effective Date) by and among La Jolla Pharmaceutical Company, a California corporation (the Company), and the purchasers listed on Schedule I hereto (each a Purchaser and together the Purchasers). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.

Conditions of the Companys Obligations. The obligations of the Company under Section 2 hereof are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Company: (a) each Purchaser at the Closing shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing; (b) the Certificate of Determination shall have been accepted for filing by the California Secretary of State; (c) the Shareholder Proposals shall have been approved by the requisite vote of the Companys shareholders; and (d) the representations and warranties of the Purchasers at the Closing contained in this Agreement shall be true and correct at and as of the Closing as if made at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date) in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects). If the foregoing conditions are not satisfied on or before 5:00 p.m. (Pacific Time) on the tenth day following the Effective Date, then the Company may terminate this Agreement upon providing written notice to the Purchasers.

Conditions of the Companys Obligations from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement) is made and entered into as of April 29, 2013 by and among Arrowhead Research Corporation, a Delaware corporation (the Company), and the purchasers listed on Schedule I hereto (each a Purchaser and together the Purchasers). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.

Conditions of the Companys Obligations. The obligations of the Company under Section 2 hereof are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Company: (i) each Purchaser at the Closing shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing, and (ii) the representations and warranties of the Purchasers at the Closing contained in this Agreement shall be true and correct at and as of the Closing as if made at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date). If the foregoing conditions are not satisfied on or before May 10, 2013, then the Company may terminate this Agreement upon providing written notice to the Purchasers.

Conditions of the Companys Obligations from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement) is made and entered into as of March 6, 2013 by and among RXi Pharmaceuticals Corporation, a Delaware corporation (the Company), and the purchasers listed on Schedule I hereto (each a Purchaser and together the Purchasers). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.

Conditions of the Companys Obligations. The obligations of the Company under Section 2 hereof are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Company: (i) each Purchaser at the Closing shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing; and (ii) the representations and warranties of the Purchasers at the Closing contained in this Agreement shall be true and correct at and as of the Closing as if made at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date) in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects). If the foregoing conditions are not satisfied on or before March 15, 2013, then the Company may terminate this Agreement upon providing written notice to the Purchasers.

Conditions of the Companys Obligations from Subscription Agreement

This Series A Preferred Subscription Agreement (this Agreement) is made and entered into as of October , 2011 by and among Arrowhead Research Corporation, a Delaware corporation (the Company), and the undersigned hereto (each a Purchaser and together the Purchasers). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 10 hereof.

Conditions of the Companys Obligations. The obligations of the Company under Section 1hereof are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Company: (i) each Purchaser at the Closing shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing, and (ii) the representations and warranties of the Purchasers at the Closing contained in this Agreement shall be true and correct at and as of the Closing as if made at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date). If the foregoing conditions are not satisfied on or before October 31, 2011, then the Company may terminate this Agreement upon providing written notice to the Purchasers.

Conditions of the Companys Obligations from Subscription Agreement

This Subscription Agreement (this Agreement) is made and entered into as of October 21, 2011 by and among Arrowhead Research Corporation, a Delaware corporation (the Company), and the undersigned hereto (each a Purchaser and together the Purchasers). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.

Conditions of the Companys Obligations. The obligations of the Company under Section 1 hereof are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Company: (i) each Purchaser at the Closing shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing, and (ii) the representations and warranties of the Purchasers at the Closing contained in this Agreement shall be true and correct at and as of the Closing as if made at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date).

Conditions of the Companys Obligations from Subscription Agreement

This Subscription Agreement (this Agreement) is made and entered into as of September , 2011 by and among Arrowhead Research Corporation, a Delaware corporation (the Company), and the undersigned hereto (each a Purchaser and together the Purchasers). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.

Conditions of the Companys Obligations. The obligations of the Company under Section 1hereof are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Company: (i) each Purchaser at the Closing shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing, and (ii) the representations and warranties of the Purchasers at the Closing contained in this Agreement shall be true and correct at and as of the Closing as if made at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date). If the foregoing conditions are not satisfied on or before August 31, 2011, then the Company may terminate this Agreement upon providing written notice to the Purchasers.

Conditions of the Companys Obligations from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement) is made and entered into as of June 29, 2011 by and among A.P. Pharma, Inc., a Delaware corporation (the Company), and the purchasers listed on Schedule I hereto (each a Purchaser and together the Purchasers). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.

Conditions of the Companys Obligations. The obligations of the Company under Section 2 hereof are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Company: (i) each Purchaser at the Closing shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing, (ii) the representations and warranties of the Purchasers at the Closing contained in this Agreement shall be true and correct at and as of the Closing as if made at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date), and (iii) the Proposal shall have been approved at the Stockholders Meeting. If the foregoing conditions are not satisfied on or before July 8, 2011, then the Company may terminate this Agreement upon providing written notice to the Purchasers.