EX-10.1




 Exhibit 10.1 

This LIMITED WAIVER UNDER REVENUE INTEREST PURCHASE AGREEMENT (this “Waiver”) is made and entered into as of
August 14, 2022 (referred to herein as the “Effective Date”), by and among ATNX SPV, LLC, a Delaware limited liability corporation (“Seller”), Athenex, Inc., a Delaware corporation (“Parent”),
Oaktree-TCDRS Strategic Credit, LLC, a Delaware limited liability company (“Oaktree TCDRS”), Oaktree-Minn Strategic Credit, LLC, a Delaware limited liability company (“Oaktree Minn”), Oaktree-Forrest Multi-Strategy,
LLC, a Delaware limited liability company (“Oaktree Forrest”), Oaktree-TBMR Strategic Credit Fund C, LLC, a Delaware limited liability company (“Oaktree TBMR C”), Oaktree-TBMR Strategic Credit Fund F, LLC, a
Delaware limited liability company (“Oaktree TBMR F”), Oaktree-TBMR Strategic Credit Fund G, LLC, a Delaware limited liability company (“Oaktree TBMR G”), Oaktree-TSE 16 Strategic Credit, LLC, a Delaware limited
liability company (“Oaktree TSE”), INPRS Strategic Credit Holdings, LLC, a Delaware limited liability company (“Oaktree INPRS”), Oaktree Gilead Investment Fund AIF (Delaware), L.P., a Delaware limited liability
partnership (“Oaktree Gilead”), Oaktree Strategic Income II, Inc., a Delaware corporation (“Oaktree Strategic Income”), Oaktree Specialty Lending Corporation, a Delaware corporation (“Oaktree Specialty
Lending”), and Oaktree Huntington-GCF Investment Fund (Direct Lending AIF), L.P., a Delaware limited liability partnership (“Oaktree GCF”, and collectively with Oaktree TCDRS, Oaktree
Minn, Oaktree Forrest, Oaktree TBMR C, Oaktree TBMR F, Oaktree TBMR G, Oaktree TSE, Oaktree INPRS, Oaktree Gilead, Oaktree Strategic Income, and Oaktree Specialty Lending, “Oaktree”), Sagard Healthcare Royalty Partners, LP, a Cayman
Islands exempt limited partnership (“Sagard Cayman”), and Sagard Healthcare Partners Co-Invest DAC, a company incorporated in Ireland, (registered no. 714903), the registered office of which
is at 32 Molesworth Street, Dublin 2 Ireland (“Sagard Ireland”, and together with Sagard Cayman, “Sagard”, and together with Oaktree, and Sagard’s and Oaktree’s respective successors and permitted assigns,
collectively, the “Purchasers,” and each, a “Purchaser”). Seller, Parent, Oaktree, Sagard Cayman and Sagard Ireland are each referred to herein individually as a “Party” or “party” and
collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings given to them in the RIPA (as defined below). 

WHEREAS, on June 21, 2022, the Parties entered into that certain Revenue Interest Purchase Agreement (the
“RIPA”); and 
 WHEREAS, Parent has requested that Purchasers waive any obligation of Parent to wire the
$7,500,000 in the Segregated Account to the Administrative Agent pursuant to the third sentence of Section 6.03(e) of the RIPA and any notice obligations under Section 6.03(e) of the RIPA. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree, as
of the Effective Date, as follows: 
 1. Purchasers hereby waive (i) any notice obligations of Parent under Section 6.03(e) of the
RIPA and (ii) any obligations of Parent to wire the $7,500,000 in the Segregated Account to the Administrative Agent pursuant to the third sentence of Section 6.03(e) of the RIPA. Purchasers acknowledge and agree that notwithstanding
anything to the contrary in Section 6.03(e) of the RIPA, Parent is hereby free to transfer the funds from the Segregated Account to such other account as Parent may determine and otherwise use the funds as Parent may determine in its sole
discretion. 











 2. Except as specifically modified by this Waiver, the RIPA shall remain in full force and
effect and the execution and delivery of this Waiver shall not operate as a waiver of any other right, power or remedy of Purchasers nor constitute a waiver of any other provision of the RIPA. 

3. Sections 8.09 (Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial); 8.10 (Severability) and 8.11 (Counterparts;
Effectiveness) of the RIPA are incorporated by reference herein mutatis mutandis. 
 [Signature Pages Follow] 











 IN WITNESS WHEREOF, the Parties have caused this Waiver to be duly executed by their
respective authorized officers as of the date first above written. 
  

			
	ATNX SPV, LLC
		
	By:	 	/s/ Daniel Lang
	Name:	 	Daniel Lang, M.D.
	Title:	 	Board Member, Chief Executive Officer and Secretary


  

			
	ATHENEX, INC.
		
	By:	 	/s/ Johnson Y.N. Lau 
	Name:	 	Johnson Y.N. Lau
	Title:	 	Chairman and Chief Executive Officer













 
			
	 Oaktree-TCDRS Strategic Credit, LLC

Oaktree-Minn Strategic Credit, LLC
 Oaktree-Forrest
Multi-Strategy, LLC
 Oaktree-TBMR Strategic Credit Fund C, LLC

Oaktree-TBMR Strategic Credit Fund F, LLC
 Oaktree-TBMR
Strategic Credit Fund G, LLC
 Oaktree-TSE 16 Strategic Credit, LLC

INPRS Strategic Credit Holdings, LLC
  

By: Oaktree Capital Management, L.P.
 Its: Manager

		
	By:	 	/s/ Jessica Dombroff
	Name:	 	Jessica Dombroff
	Title:	 	Vice President
		
	By:	 	/s/ Maria Attaar
	Name:	 	Maria Attaar
	Title:	 	Vice President
	
	 Oaktree Gilead Investment Fund AIF (Delaware), L.P.

 
 By: Oaktree Fund AIF Series, L.P. – Series T

Its: General Partner
  

By: Oaktree Fund GP AIF, LLC
 Its: Managing Member

 
 By: Oaktree Fund GP III, L.P.

Its: Managing Member

		
	By:	 	/s/ Jessica Dombroff
	Name:	 	Jessica Dombroff
	Title:	 	Authorized Signatory
		
	By:	 	/s/ Maria Attaar
	Name:	 	Maria Attaar
	Title:	 	Authorized Signatory













 
			
	 Oaktree Strategic Income II Inc.

Oaktree Specialty Lending Corporation
  

By: Oaktree Fund Advisors, LLC
 Its: Investment
Adviser

		
	By:	 	/s/ Jessica Dombroff
	Name:	 	Jessica Dombroff
	Title:	 	Vice President
		
	By:	 	/s/ Maria Attaar
	Name:	 	Maria Attaar
	Title:	 	Vice President
	
	 Oaktree Huntington-GCF Investment Fund
(Direct Lending AIF), L.P.
  
 By: Oaktree
Huntington-GCF Investment Fund (Direct Lending AIF) GP, L.P.
 Its: General Partner

 
 By: Oaktree Huntington-GCF Investment Fund
(Direct Lending AIF) GP, LLC
 Its: General Partner
  

By: Oaktree Fund GP III, L.P.
 Its: Managing Member

		
	By:	 	/s/ Jessica Dombroff
	Name:	 	Jessica Dombroff
	Title:	 	Authorized Signatory
		
	By:	 	/s/ Maria Attaar
	Name:	 	Maria Attaar
	Title:	 	Authorized Signatory













 
			
	 SAGARD HEALTHCARE ROYALTY PARTNERS, LP
  

By: Sagard Healthcare Royalty Partners GP LLC, its general partner

		
	By:	 	/s/ Adam Vigna
	Name:	 	Adam Vigna
	Title:	 	Chief Investment Officer
		
	By:	 	/s/ Jason Sneah
	Name:	 	Jason Sneah
	Title:	 	Manager
	
	 SAGARD HEALTHCARE PARTNERS CO-INVEST
DAC

		
	By:	 	/s/ Kate Macken
	Name:	 	Kate Macken
	Title:	 	Director