definiens: shall mean each of the following events or occurrences, and each such Event of Default shall be deemed toexist and continue so long as, but only so long as, it shall not have been waived or remedied, as applicable : ( a ) failure of Seller or Seller Parent ( or any of their respective Affiliates ) to deliver to the Purchaser Account allRoyalty Payments and all underpayments or unpaid amounts relating to such Royalty Payments received by either Seller orSeller Parent ( or such Affiliates ) on or after the Royalty Payment Commencement Date when required to be delivered by Seller tothe Purchaser Account pursuant to this Agreement and such failure is not cured within thirty ( 30 ) days after written notice thereofis given to Seller by Purchaser ; ( b ) failure of Seller or XOMA ( or any of their respective Affiliates ) to perform or comply with any material term orobligation under the License Agreement or any Transaction Document ( whether or not pursuant to any direction from Purchaser),including any failure to make any payment hereunder or thereunder ( other than any payment contemplated by clause ( a ) above)(determined in all cases hereunder as if the terms or were not included therein, except in thesecond instance in the penultimate sentence of, and in the ultimate sentence of, Section 5.05(d ) ), if, upon Purchaser providingSeller with written notice of such failure, Seller has not cured such failure within thirty ( 30 ) days after Seller ’s receipt of suchnotice ; ( c ) without limiting the generality of clause ( b ) above, the valid termination of the License Agreement by UCBpursuant to Section 9.3 ( Termination for Cause ) thereof ; ( d ) any representation or warranty in this Agreement or in any other Transaction Document or in any writtenstatement, report or certificate made or delivered to Purchaser by Seller ( excluding any such written statement, report orcertificate that is not made or deemed to be made by Seller but is required to be delivered by Seller pursuant to the TransactionDocuments ) is untrue or incorrect in any material respect ( determined in all cases as if the terms or were not included therein ) as of the date when made or deemed made and, if the facts, events or circumstances thatresulted in such representation or warranty being untrue or incorrect are capable of being cured or remedied such that suchrepresentation or warranty would thereafter be true and correct in all material respects ( determined in all cases as if the terms or were not -5- included therein ), such facts, events or circumstances are not cured or remedied within thirty ( 30 ) days after written notice thereofis given to Seller by Purchaser ; ( e ) Seller, Seller Parent, XOMA Bermuda, XOMA Ireland, XOMA Technology or XOMA becomes subject to aBankruptcy Event ; ( f ) Purchaser shall fail to have a first - priority perfected security interest in any of the Collateral due to ( i ) any actionby Seller or failure of Seller to perform an obligation required to be performed by it under any of the Transaction Documents or(ii ) any other reason, if, in each case, within ten ( 10 ) days after Seller becomes aware ( based on Seller ’s Knowledge ) of any failureof Purchaser to have a first - priority perfected security interest in any of the Collateral such first - priority perfected security interestis not restored ; ( g ) in the event UCB terminates the License Agreement and Seller or XOMA Technology ( or their respectiveAffiliates ) subsequently is or may be entitled to receive monetary damages or recoveries from UCB from the infringement of anyof the Patent Rights, ( i ) failure of Seller or XOMA Technology ( or any such Affiliates ) to use commercially reasonable efforts topursue any and all such monetary damages or recoveries, which failure is not cured within thirty ( 30 ) days after written noticethereof is given to Seller by Purchaser, or ( ii ) failure of Seller or XOMA Technology ( or their respective Affiliates ) to promptlypay to the Purchaser Account, any and all such monetary damages or recoveries recovered by Seller or XOMA Technology ( orsuch Affiliates ), net of any expenses actually incurred by Seller, XOMA Technology ( or such Affiliates ) to pursue such damagesor recoveries, which failure is not cured within thirty ( 30 ) days after written notice thereof is given to Seller by Purchaser ; and ( h ) material breach by Seller of any license granted pursuant to the Right to License, which breach is not curedwithin thirty ( 30 ) days after written notice thereof is given to Seller by Purchaser