EX-10.4



 Exhibit 10.4 

EXECUTION VERSION 

AMENDMENT OF AND JOINDER TO 

REGISTRATION RIGHTS AGREEMENT 

THIS AMENDMENT AND JOINDER (this “Amendment and Joinder”) is made as of September 6, 2013 by and between Nant Health, LLC, a
Delaware limited liability company (the “Company”), NantWorks, LLC, a Delaware limited liability company (“NantWorks”), and Celgene Corporation, a Delaware corporation (“Celgene”). 

WHEREAS. the Company, Nant Works and Verizon Investments LLC, a Delaware limited liability company (“Verizon”), are parties to a
Registration Rights Agreement dated October 25, 2012 [the “Registration Rights Agreement”) 
 WHEREAS, Celgene has purchased
8,930,069 Series B Units (the “Celgene Units”) from the Company and is a member of the Company pursuant to that certain Second and Amended Restated Limited Liability Company Agreement of the Company, dated September 6, 2013. 

WHEREAS, NantWorks and the Company desire to amend the Registration Rights Agreement to allow for the inclusion of the Celgene Units in the
definition of Registrable Securities so that Celgene may become a party to the Registration Rights Agreement by executed of this Amendment and Joinder. 

WHEREAS, this Amendment and Joinder is duly made pursuant to Section 2.6 of the Registration Rights Agreement by the Company with the
consent of the Company and holders of a majority of the Registrable Securities outstanding as of the date hereof. 
 NOW, THEREFORE,
intending to be legally bound hereby, the parties hereby agree as follows: 
 1. Capitalized terms used in this Amendment and Joinder but
not otherwise defined shall have the meanings given to them in the Registration Rights Agreement. 







 2. The parties hereby agree that the definition of “Registrable Securities” in the
Registration Rights Agreement shall include the Celgene Units. 
 3. Except as modified by this Amendment and Joinder, the Registration
Rights Agreement shall remain in full force and effect. Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions and provisions of the Registration Rights Agreement, other than as expressly contemplated herein. 

4. Celgene hereby accedes to and ratifies the Registration Rights Agreement and covenants and agrees with the Company, Verizon and NantWorks
to be bound by the terms of the Registration Rights Agreement as a “Holder” and to duly and punctually perform and discharge all liabilities and obligations whatsoever from time to time to be performed or discharged by it under or by
virtue of the Registration Rights Agreement in all respects as if named as a party herein. 
 5. The Company covenants and agrees that
Celgene shall be entitled to all the benefits of the terms and conditions of the Registration Rights Agreement as a “Holder.” 

6. This Amendment and Joinder shall hereafter be read and construed in conjunction and as one document with the Registration Rights Agreement
and references in the Registration Rights Agreement to “the Agreement” or “this Agreement,” and references in all other instruments and documents executed thereunder or pursuant thereto to the Registration Rights Agreement, shall
for all purposes refer to the Registration Rights Agreement incorporating and as supplemented by this Amendment and Joinder. 
 7. This
Amendment and Joinder may be executed in any number of counterparts and signatures may be delivered by facsimile or other electronic transmission (including via .pdf or tif and each of such counterparts shall for all purposes be deemed an original,
and all such counterparts shall together constitute one and the same instrument. 
 [Remainder of Page Left Intentionally Blank] 

  
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 IN WITNESS WHEREOF, the undersigned have caused this Amendment and Joinder to be executed and
delivered by its authorized presentative as of the date first above written. 
  

									
	NANT HEALTH, LLC	 		 	NANTWORKS, LLC
					
	By:	 	 /s/ Patrick Soon-Shiong
	 		 	By:	 	 /s/ Patrick Soon-Shiong

	Name:	 	Patrick Soon- Shiong	 		 	Name:	 	Patrick Soon-Shiong
	Title:	 	Chief Executive Officer	 		 	Title:	 	Chief Executive Officer
				
	CELGENE CORPORATION	 		 		 	
					
	By:	 	 /s/ Robert J. Hagin
	 		 		 	
	Name:	 	Robert J. Hagin	 		 		 	
	Title:	 	Chief Executive Officer	 		 		 	


  
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