definiens: shall mean each of ( x ) [COMPANY] Sub, ( y ) ( ifL., applicable ) any other Affiliate of Guarantor which shall at any time be a party to, or an assignee 1 thereof under, any of the Guaranteed Agreements in accordance with the terms of such r­agreements, and ( z ) ( if applicable ) any Third Party to which [COMPANY] has the right to assign, andl does assign, the Collaboration Agreement or any AncilIary Agreement . J -, -Annex U-2 Page 1 CONFIDENTIAL EXECUTION VERSION 1.2 Obligations Unconditional . The obligations of Guarantor under this Article 1 shall constitute a present and continuing guarantee of payment and not of collectability, and shall be absolute and unconditional . Without limiting the generality of the foregoing ( but subject to Section 1.3 and Section 2.2 hereof ), it is agreed that the occurrence of anyone or more of the following shall not alter or impair the liability of Guarantor hereunder : ( the sale or transfer of any or all of any [COMPANY] Entity 's assets or ) ( businesses, or the merg.~, dissolution or liquidation of any Gilea'-d --- E - n"'ti - ty ..... ;) the sale or transfer by [COMPANY] Parent or its Affiliates of ownership of any [COMPANY] Entity or Guarantor ;) any insolvency, bankruptcy, reorganization, receivership, assignment fort the benefit of creditors, liquidation or similar proceedings with respect to ) any [COMPANY] Entity ; or f the modification, amendment, renewal or extension, by any direct or I indirect subsidiary of [COMPANY] Parent, of the terms or conditions of an0 Guaranteed Agreements or any Guaranteed Obligations . ) 1.3 Certain Exceptions . Notwithstanding anything in this Agreement to the contrary, if any modification, amendment, renewal or extension of or to any Guaranteed Agreement is made, without Guarantor 's written consent, by any party other than Guarantor and its Affiliates, Guarantor shall have no liability with respect to, and the Guaranteed Obligations shall not include, any obligation arising out of such modification, amendment, renewal or extension, to the extent that such obligation would not exist in the absence of such modification, amendment, renewal or extension