DATE HEREOF, INCLUDING WITHOUT LIMITATION ANY AND ALL
CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR RELATED TO THE LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.
(c)
IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING
PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS
PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM
THOSE WHICH THEY KNOW OR
-6-
BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS,
IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH
ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND
ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED.
IN
FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN
EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS
NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT
CLAIMS OR FACTS RELATED THERETO.
(d)
THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM,
ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR
INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY,
AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM,
ACTION, SUIT OR PROCEEDING.
(e)
THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES
THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR
TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.
11.
Counterparts.
This Amendment and Waiver may be executed by the
parties hereto in several counterparts, each of which shall be an original and
all of which shall constitute together but one and the same agreement.
Delivery
of an executed counterpart of a signature page to this Amendment and Waiver by
e-mail (e.g., "pdf" or "tiff") or telecopy shall be effective as delivery of a
manually executed counterpart of this Amendment and Waiver.
12.
Governing Law.
THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).
[Signature Page Follows]
-7-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
NATERA, INC.,
as the Borrower
By:
Name:
Title:
NATERA INTERNATIONAL, INC.,
as Guarantor
By:
Name:
Title:
NSTX, INC.,
as Guarantor
By:
Name:
Title:
ORBIMED ROYALTY OPPORTUNITIES II, LP,
as the Lender
By OrbiMed Advisors LLC,
its investment manager
By:
Name:
Title:
Signature Page to Amendment and Waiver