Material Adverse Effect Uses in Consents and Waivers Clause

Consents and Waivers 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.

Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement. All corporate and other action and governmental filings necessary for the Company to effectuate the terms of this Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken by the Company, and no Material Adverse Effect has occurred with respect to the operation of the Companys business.

Consents and Waivers 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.

Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement. All corporate and other action and governmental filings necessary for the Company to effectuate the terms of this Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken by the Company, and no Material Adverse Effect has occurred with respect to the operation of the Companys business.

Consents and Waivers 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.

Consents and Waivers. The Company shall have obtained all consents, permits or waivers necessary to execute and perform its obligations under this Agreement, including the consent and irrevocable waiver duly executed by the holders of the Preferred Stock (excluding the Series F Preferred) attached hereto as Exhibit A (the Preferred Waiver). All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement, including the filing of the Certificate of Determination with the California Secretary of State, and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken, and no Material Adverse Effect has occurred with respect to the operation of the Companys business.

Consents and Waivers 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.

Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement. All corporate and other action and governmental filings necessary for the Company to effectuate the terms of this Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken by the Company, and no Material Adverse Effect has occurred with respect to the operation of the Companys business.

Consents and Waivers 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.

Consents and Waivers. The Company shall have obtained all consents, permits or waivers necessary to execute and perform its obligations under this Agreement. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken, and no Material Adverse Effect has occurred with respect to the operation of the Companys business.

Consents and Waivers 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.

Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken, and no Material Adverse Effect has occurred with respect to the operation of the Companys business.

Consents and Waivers 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.

Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken, and no Material Adverse Effect has occurred with respect to the operation of the Companys business.

Consents and Waivers 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.

Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken, and no Material Adverse Effect has occurred with respect to the operation of the Companys business.

Consents and Waivers 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.

Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the other Transaction Documents. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement, the other Transaction Documents, and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken, and no Material Adverse Effect has occurred with respect to the operation of the Companys business.