definiens: mean any financing, sale, or loan of royalties on the Products, or any Indebtedness, in each case other than thefollowing ( collectively, ): ( a ) true sales of royalties that contain no financial covenants or other provisions typically found in loan agreements, and inconnection with such true sale Seller or its Affiliates do not grant any Lien on any assets of Seller or its Affiliates, other than a back - upsecurity interest to perfect the true sale ; ( b ) ( i ) additional Indebtedness incurred pursuant to the Athyrium Loan Documents, ( ii ) other secured Indebtedness, so long asin the case of any Indebtedness incurred pursuant to this clause ( ii ), the holders of such Indebtedness or any agent, representative ortrustee acting on behalf of such holders have become party to the Intercreditor Agreement or entered into an Other IntercreditorAgreement, and ( iii ) unsecured Indebtedness, so long as ( x ) the principal amount of any Indebtedness incurred pursuant to this clause ( b)(together with the aggregate outstanding principal amount of all Indebtedness previously incurred pursuant to this clause ( b ) ) does not atthe time of incurring such additional Indebtedness exceed [ * * * ] % of the aggregate principal amount of Indebtedness and commitments toextend credit under the Athyrium Loan Documents outstanding at such time and ( y ) except as otherwise agreed by the parties, suchunsecured Indebtedness contemplated by clause ( iii ) shall be subordinated in right of payment to the Royalty Payments that are owed ormay be owed in the future to the Buyer pursuant to the terms of a subordination, intercreditor, or other similar agreement ( or terms ofsubordination incorporated into the indenture under which such unsecured indebtedness is issued ), in each case in form and substance, and on terms, approved by the Buyer, the Seller, and the applicable Third Party lender of such unsecured indebtedness in writing ; 19 ( c ) certain customary de minimis exceptions incurred in the ordinary course of business ; ( d ) Indebtedness under the Athyrium Loan Documents, and renewals, refinancings and extensions thereof ; ( e ) intercompany Indebtedness permitted under the Athyrium Loan Documents ( and at any time when the Athyrium LoanDocuments are not outstanding, any bona fide intercompany Indebtedness entered into in the good faith business judgment of theSeller ) ; ( f ) obligations ( contingent or otherwise ) of the Seller or any Subsidiary existing or arising under any Swap Contract, provided, that, such obligations are ( or were ) entered into by such Person in the ordinary course of business for the purpose of directly mitigatingrisks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changesin the value of securities issued by such Person, and not for purposes of speculation or taking a ; ( g ) purchase money Indebtedness ( including obligations in respect of capital leases or synthetic leases ) hereafter incurred bythe Seller or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings, and extensions thereof, provided, that, ( i ) no default or has occurred under the Athyrium Loan Documents and is continuing both immediately prior to andafter giving effect thereto, ( ii ) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregateprincipal amount of $ [ * * * ] at any one time outstanding, ( iii ) such Indebtedness when incurred shall not exceed the purchase price of theasset(s ) financed, and ( iv ) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstandingthereon at the time of such refinancing except by an amount equal to unpaid accrued interest and premium thereon plus other amountsowing or paid related to such Indebtedness, and fees, commissions and expenses ( including upfront fees and original issue discount)reasonably incurred, in connection with such refinancing ( h ) other unsecured Indebtedness hereafter incurred by the Seller or any of its Subsidiaries in an aggregate amount not toexceed $ [ * * * ] at any one time outstanding ; 20 ( i ) Permitted Contingent Obligations ; ( j ) Indebtedness incurred in the ordinary course of business not to exceed $ [ * * * ] in the aggregate at any time outstandingowed to any Person providing property, casualty, liability, or other insurance to the loan parties, including to finance insurance premiums, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer thecost of, such insurance for the policy year in which such Indebtedness is incurred and such Indebtedness is outstanding only during suchpolicy year ; ( k ) Convertible Bond Indebtedness ; ( l ) Attributable Indebtedness in respect of Capital Leases incurred pursuant to automobile leases entered into in the ordinarycourse of business as part of employee compensation for employees based in Europe ; provided that the aggregate amount of suchAttributable Indebtedness incurred pursuant to this clause ( l ) shall not exceed $ [ * * * ] at any one time outstanding ; and ( m ) other Indebtedness permitted by the Athyrium Credit Agreement after the Closing Date requested by the Seller in its goodfaith business judgment, not with the purpose or effect of adversely impacting the Buyer, the Revenue Participation Right, the ProductRights, the Product Collateral, or the Back - up Security Interest and permitted by the holders of the Indebtedness under the AthyriumCredit Agreement and the Intercreditor Agreement