Consent and Third Amendment to Loan and Security Agreement, dated April 30, 2018, by and among the Registrant, Oxford Finance LLC and the Lenders listed therein

Exhibit 10.22

CONSENT AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS CONSENT AND THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 30, 2018 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), Inhibrx, LP, a Delaware limited partnership, Inhibrx 101, LP, a Delaware limited partnership, Inhibrx 104, LP, a Delaware limited partnership, INBRX 105, LP, a Delaware limited partnership, INBRX 106, LP, a Delaware limited partnership, INBRX 107, LP, a Delaware limited partnership, INBRX 108, LP, a Delaware limited partnership, INBRX 109, LP, a Delaware limited partnership, INBRX 110, LP, a Delaware limited partnership, INBRX 111, LP, a Delaware limited partnership, and INBRX 112, LP, a Delaware limited partnership, each with an office located at with an office located at 11099 N. Torrey Pines Road, Suite 280, La Jolla, CA 92037 (individually and collectively, jointly and severally, “Borrower”) and Tenium Therapeutics, Inc., anticipated to be renamed Inhibrx, Inc., a Delaware corporation (“New Borrower”).

WHEREAS, Collateral Agent, Borrower and the Lenders have entered into that certain Loan and Security Agreement, dated as of March 31, 2015 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which the Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof;

WHEREAS; Borrower and New Borrower are entering into that certain Agreement and Plan of Merger (in the form attached hereto as Exhibit A, the “Merger Agreement”), dated April 30, 2018, pursuant to the terms of which, among other things, Borrower will merger into New Borrower, and all equity interests of Borrower outstanding immediately prior to the Effective Time (as defined in the Merger Agreement as in effect on the date hereof) shall be automatically converted solely into the right to receive a number of shares of the New Borrower’s capital stock in accordance with the terms set forth in the Merger Agreement;

WHEREAS, pursuant to the Loan Agreement the Borrower is required to obtain the prior consent of the Lenders and the Collateral Agent prior to consummating the Merger (as defined in the Merger Agreement as in effect on the date hereof);

WHEREAS, the Collateral Agent and Lenders have agreed to provide such consent, but only to the extent set forth herein, in accordance with the terms and subject to the conditions set forth herein, and in reliance upon the representations and warranties set forth herein;

WHEREAS, Borrower, Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, New Borrower, Lenders and Collateral Agent hereby agree as follows:

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Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of such Subsidiary owned by Borrower. Notwithstanding anything to the contrary contained herein, INBRX 103, LLC, a Delaware limited liability company and a Subsidiary of Borrower, shall not be subject to the requirements of this Section 6.11.

TENIUM THERAPEUTICS, INC.

11099 N. Torrey Pines Road

Suite 280

La Jolla, CA 92037

Attn: Mark Lappe, CEO

“Borrower” is Tenium Therapeutics, Inc., anticipated to be renamed Inhibrx, Inc., a Delaware corporation (successor by merger with Inhibrx, LP, a Delaware limited partnership, Inhibrx 101, LP, a Delaware limited partnership, Inhibrx 104, LP, a Delaware limited partnership, INBRX 105, LP, a Delaware limited partnership, INBRX 106, LP, a Delaware limited partnership, INBRX 107, LP, a Delaware limited partnership, INBRX 108, LP, a Delaware limited partnership, INBRX 109, LP, a Delaware limited partnership, INBRX 110, LP, a Delaware limited partnership, INBRX 111, LP, a Delaware limited partnership and INBRX 112, LP, a Delaware limited

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partnership, each with an office located at 11099 N. Torrey Pines Road, Suite 280, La Jolla, CA 92037).

(h) Investments consisting of (i) ownership interests in Subsidiaries formed pursuant (and subject) to Section 6.11 and (ii) ownership interests in INBRX 103, LLC, a Delaware limited liability company;

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[Balance of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Consent and Third Amendment to Loan and Security Agreement be executed as of the Amendment Date.

EXHIBIT A

Agreement and Plan of Merger

[see attached]

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on April 30, 2018, by and among Tenium Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Parent”), Inhibrx, LP, a limited partnership organized under the laws of the State of Delaware, Inhibrx 101, LP, a limited partnership organized under the laws of Delaware, Inhibrx 104, LP, a limited partnership organized under the laws of Delaware, INBRX 105, LP, a limited partnership organized under the laws of Delaware, INBRX 106, LP, a limited partnership organized under the laws of Delaware, INBRX 107, LP, a limited partnership organized under the laws of Delaware, INBRX 108, LP, a limited partnership organized under the laws of Delaware, INBRX 109, LP, a limited partnership organized under the laws of Delaware, INBRX 110, LP, a limited partnership organized under the laws of Delaware, INBRX 111, LP, a limited partnership organized under the laws of Delaware, INBRX 112, LP, a limited partnership organized under the laws of Delaware, and Inhibrx BioPharma, LLC, a limited liability company organized under the laws of the State of Delaware (each a “Target Party”, and collectively the “Target Parties”).

WHEREAS, each of the Target Parties desire to merge with and into Parent, with Parent as the surviving entity;

WHEREAS, the shareholders, members, partners, manager or board of managers and the board of directors, as applicable, of each of Parent and the Target Parties have approved and declared advisable this Agreement, the Merger (as defined herein) and the transactions contemplated hereby upon the terms and subject to the conditions set forth herein; and

WHEREAS, Parent and the Target Parties desire to make certain agreements in connection with the Merger.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, Parent and the Target Parties hereby agree as follows:

1. THE MERGER

1.1. The Merger; Effective Time Subject to the terms and conditions of this Agreement, and in accordance with and pursuant to Section 252 of the Delaware General Corporation Law (the “DGCL”), Title 6, Section 18-209 of the Delaware Limited Liability Company Act and Title 6, Section 17-211 of the Delaware Limited Partnership Act, at the Effective Time (as defined below), each Target Party shall be merged with and into Parent (sometimes hereinafter referred to as the “Surviving Corporation”) and the Surviving Corporation shall be the surviving corporation when the merger becomes effective and shall continue to exist as the surviving corporation pursuant to the provisions of the DGCL (the “Merger”) and the separate existence of each Target Party shall cease. At the Closing (as defined below), the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a Certificate of Merger (the “Certificate of Merger”) in substantially the form attached hereto as Exhibit A (the date and the time of the acceptance of the filing or such later date and time as may be specified in the Certificate of Merger being the “Effective Time”).

1.2. Closing. The closing (the “Closing”) with respect to the transactions contemplated in Section 1.1 hereof shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 3580 Carmel Mountain Road, Suite 300, San Diego, CA 92130, on April 30, 2018, or at such other time and place as the parties may agree.

1.3. Certificate of Incorporation; Name Change. Unless otherwise determined by Parent and the Target Parties:

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1.4. By-Laws. The present bylaws of Parent will be the bylaws of the Surviving Corporation and will continue in full force and effect until changes, altered, or amended as therein provided and in the manner prescribed by the provisions of the DGCL.

1.5. Officers. The officers of the Parent at the effective Time shall be the officers of the Surviving Corporation.

1.6. Board of Directors. The board of directors of the Parent at the Effective Time shall be: Mark Lappe as chairman, Brendan Eckelman, Jon Faiz Kayyem, Margery Fischbein, Doug Forsyth and Judith Li.

1.7. Parent Stock. At the Effective Time, all shares of Common Stock, $0.0001 par value per share (the “Common Stock”) issued and outstanding immediately prior to the Effective Time of the Parent held by Mark Lappe will be cancelled and will be of no further force or effect and will no longer be outstanding.

1.8. Inhibrx, LP Class III Units. At the Effective Time, all Inhibrx, LP Class III Units issued and outstanding immediately prior to the Effective Time (the “Class III Units”) will be cancelled and will be of no further force or effect and will no longer be outstanding.

1.9. Inhibrx Shares and Property. At the Effective Time, automatically as a result of the Merger and without further action required by any party hereto, (i) each partnership or membership interest unit held by all partners and members other than LAV Summit Limited (“LAV”), as applicable, of each Target Party, other than the Class III Units, shall be converted into the number of shares of the class and series of the Surviving Corporation as set forth on Schedule A-1 hereto (the “Inhibrx Non-LAV Shares”), (ii) each partnership or membership interest unit held by LAV, as applicable, of each Target Party shall be converted into the number of shares of the class and series of the Surviving Corporation as set forth on Schedule A-2 hereto and (iii) all property interests held by each Target Party, including but not limited to all of the Intellectual Property Interests (as defined below) held, licensed, owned or under the control or the possession of or by or on behalf of each such Target Party, shall become the property of the Surviving Corporation free and clear of any encumbrances, liens or mortgages not in existence as evidenced by written documentation entered into prior to the sixty (60) day period from the Effective Time (the “Asset Transfer”). No fractional Inhibrx Shares shall be issued, and all fractions shall be rounded to the nearest whole Inhibrx Share. For purposes hereof, the term (1) “Intellectual Property Interests” means all rights, title and interests in and to all proprietary rights of every kind and nature however denominated, throughout the world, including: (a) Patents, Software, copyrights, mask work rights, confidential information, trade secrets, Know-How, data, database rights, and all other proprietary rights in Embodiments; (b) Marks; (c) rights of privacy and publicity and moral rights; (d) all rights to obtain, register, perfect and enforce these proprietary interests throughout the world, including all registrations, applications, recordings, licenses, common-law rights, statutory rights, and contractual rights; and (e) all actions and rights to sue at law or in equity for any past or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions, or other extensions of legal protections pertaining thereto; (2) “Patents” means any and all national, regional and international (a) issued patents and pending patent applications (including provisional patent applications), (b) patent applications filed either from the foregoing or from an application claiming priority to the foregoing, including all provisional applications, converted provisionals, substitutions, continuations, continuations-in-part, divisions, renewals and continued prosecution applications, and all patents granted thereon, (c) patents-of-addition, revalidations, reissues, reexaminations and extensions or restorations (including any supplementary protection certificates and the like) by existing or future extension or restoration mechanisms, including patent term adjustments, patent term extensions, supplementary protection certificates or the equivalent thereof, (d) inventor’s certificates, utility models, petty patents, innovation patents and design patents, (e) other forms of government-issued rights substantially similar to any of the foregoing, including so-called pipeline protection or any importation, revalidation, confirmation or introduction patent or registration patent or patent of

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additions to any of such foregoing, and (f) United States and foreign counterparts of any of the foregoing; (3) “Software” means computer software and databases, including application programming interfaces (API), object code, source code, firmware and embedded versions thereof, data contained therein, and documentation related thereto; (4) “Know-How” means all inventions, discoveries, data, compositions, formulas, biological materials, assays, reagents, constructs, compounds, information (including scientific, technical or regulatory information), procedures, processes, protocols, methods, techniques, materials, technology, prototypes, results of experimentation or testing, analyses, laboratory, pre-clinical and clinical data, knowledge, trade secrets, skill and experience, or other know-how, in each case whether or not patentable or copyrightable or protectable as a trade secret, including any tangible embodiments of the foregoing; (5) “Embodiments” means all inventions, works, discoveries, innovations, know-how, information (including ideas, research and development, formulas, algorithms, compositions, processes and techniques, data and databases (including pharmacological, medicinal chemistry, biological, genetic, chemical, biochemical, toxicological and clinical test data, analytical and quality control data, stability data, chemistry and manufacturing controls data, pre-clinical and clinical study data, records, and results, and all copies of data and databases), patient test results, medical images, medical records, and genomics data, laboratory notes and notebooks, designs, drawings, specifications, customer and supplier lists, pricing and cost information, regulatory filings and Regulatory Approvals, business and marketing plans and proposals, graphics, illustrations, artwork, documentation, and manuals), proprietary biologic, genetic, and other material, compounds, and substances, laboratory samples, product samples, Software (including source code, object code, firmware, and documentation related thereto), Systems, integrated circuits and integrated circuit masks, electronic, electrical, and mechanical equipment, proprietary biological, chemical, or physical materials, and all other forms of technology, including improvements, modifications, works in process, derivatives, or changes, whether tangible or intangible, embodied in any form, whether or not protectable or protected by patent, copyright, mask work right, trade secret law, or otherwise, and all documents and other materials recording any of the foregoing; (6) “Marks” means all distinctive identifiers, including trademarks, service marks, trade dress, logos, trade names, corporate names, and other indicia of ownership, domain names, mnemonic (“vanity”) telephone numbers, social media, blog, microblog, or messaging service names, handles, or accounts, or any other identifiers, whether registered or unregistered, together with all registrations, applications, translations, adaptations, derivations and combinations thereof, and the goodwill and activities associated therewith; and (7) “Regulatory Approvals” means the technical, medical and scientific licenses, registrations, authorizations and approvals (including NDAs, MAAs, or approvals of BLAs, any supplements and amendments, pre- and post- approvals, pricing and third party reimbursement approvals, and labeling approvals) of any Regulatory Authority, necessary for the commercial manufacture, distribution, marketing, promotion, offer for sale, use, import, export or sale of a pharmaceutical product in a regulatory jurisdiction.

1.12. Representations and Warranties of the Target Parties.

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1.13. Covenants.

2.1. Amendment. This Agreement may not be amended except by written instrument executed on behalf of each of the parties hereto.

2.2. No Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

2.3. Notices. All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be hand delivered or mailed postage prepaid by registered or certified mail,

if to the Parent:

11099 N. Torrey Pines Road, Ste. 280

La Jolla, CA 92037

Attention: Mark Lappe, CEO

With a copy to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

3580 Carmel Mountain Road, Suite 300

San Diego, CA 92130

Attention: Jeremy Glaser, Esq.

Facsimile: (858) 314-1501

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or at such other address as Parent or any Target Party each may specify by written notice to the other parties hereto, and each such notice, request, consent and other communication shall for all purposes of the Agreement be treated as being effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and postage prepaid as aforesaid.

2.4. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.

2.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

2.6. Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal or state court located in the State of California and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

2.7. Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

2.8. Entire Agreement. This Agreement (together with the documents and instruments delivered by the parties in connection with this Agreement) contains the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and such agreements supersede and replace all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and thereof.

2.9. Severability. If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, the parties hereby waive such provision to the extent that it is found to be invalid or unenforceable. Such provision shall, to the maximum extent allowable by law, be modified by such court so that it becomes enforceable, and, as modified, shall be enforced as any other provision hereof, all the other provisions hereof continuing in full force and effect.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan of Merger to be duly executed as of the day and year first above written.

EXHIBIT B

EXHIBIT A

Description of Collateral

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property if a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property; (ii) more than 65% of the total combined voting power of all classes of stock entitled to vote the shares of capital stock (the “Shares”) of any Foreign Subsidiary, if Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of more than sixty five percent (65%) of the Shares of such Subsidiary creates a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; Equipment or personal property subject to a Lien described in clause (c) of the definition of “Permitted Liens” if the granting of a Lien in such Equipment or personal property is prohibited by or would constitute a default under the agreement governing such Equipment or personal property (but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Article 9 of the Code); provided that upon the termination, lapsing or expiration of any such prohibition, such Equipment or personal property, as applicable, shall automatically be subject to the security interest granted in favor of Collateral Agent hereunder and become part of the “Collateral; (iii) the capital stock of INBRX 103, LLC and (iv) any license or contract, in each case if the granting of a Lien in such license or contract is prohibited by or would constitute a default under the agreement governing such license or contract (but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Division 9 of the Code); provided that upon the termination, lapsing or expiration of any such prohibition, such license or contract, as applicable, shall automatically be subject to the security interest granted in favor of Collateral Agent hereunder and become part of the “Collateral.”

Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property.

EXHIBIT C

Compliance Certificate

EXHIBIT C

Compliance Certificate

The undersigned authorized officer (“Officer”) of TENIUM THERAPEUTICS, INC. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Loan Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),

(a) Borrower is in complete compliance for the period ending                          with all required covenants except as noted below;

(b) There are no Events of Default, except as noted below;

(c) Except as noted below, all representations and warranties of Borrower stated in the Loan Documents are true and correct in all material respects on this date and for the period described in (a), above; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date.

(d) Borrower, and each of Borrower’s Subsidiaries, has timely filed all required tax returns and reports, Borrower, and each of Borrower’s Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower, or Subsidiary, except as otherwise permitted pursuant to the terms of Section 5.8 of the Loan Agreement;

(e) No Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Collateral Agent and the Lenders.

Attached are the required documents, if any, supporting our certification(s). The Officer, on behalf of Borrower, further certifies that the attached financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes and except, in the case of (x) unaudited financial statements, for the absence of footnotes and subject to year-end audit adjustments as to the interim financial statements and (y) monthly financial statements, subject to Section 5.4 of the Loan Agreement.

Please indicate compliance status since the last Compliance Certificate by circling Yes, No, or N/A under “Complies” column.

Deposit and Securities Accounts

(Please list all accounts; attach separate sheet if additional space needed)

Other Matters

Exceptions

Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.” Attach separate sheet if additional space needed.)

TENIUM THERAPEUTICS, INC. (anticipated to be renamed INHIBRX, Inc.)

Date:

EXHIBIT D

Form of Secured Promissory Note

[see attached]

AMENDED AND RESTATED SECURED PROMISSORY NOTE

(Term [A][B][C][D] Loan)

FOR VALUE RECEIVED, the undersigned, TENIUM THERAPEUTICS, INC., anticipated to be renamed INHIBRX, Inc., a Delaware corporation with an office located at 11099 N. Torrey Pines Road, Suite 280, La Jolla, CA 92037 (“Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of [                ] MILLION DOLLARS ($                    ) or such lesser amount as shall equal the outstanding principal balance of the Term [A][B][C][D]Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term [A][B][C][D] Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated March 31, 2015 by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized terms not otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement.

Principal, interest and all other amounts due with respect to the Term [A][B][C][D]Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Amended and Restated Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note.

The Loan Agreement, among other things, (a) provides for the making of a secured Term [A][B][C][D] Loan by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events.

This Note may not be prepaid except as set forth in Section 2.2(c) and Section 2.2(d) of the Loan Agreement.

This Note and the obligation of Borrower to repay the unpaid principal amount of the Term [A][B][C][D] Loan, interest on the Term [A][B][C][D] Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement.

Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived.

Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable and documented attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due.

This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York.

The ownership of an interest in this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity.

This Note amends and restates in its entirety that certain Secured Promissory Note issued under the Loan Agreement with respect to the Term [A][B][C][D] Loan, on [            ], in the original principal amount of [                ].

[Balance of Page Intentionally Left Blank]

    IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers thereunto duly authorized on the date hereof.

LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL