Exhibit 10.4


 


EXECUTION COPY


 


Confidential
Treatment Requested.


 


Confidential portions of this document have been redacted
and have been separately filed

with the Commission.


 


 


SECURITY AGREEMENT


 


Dated as of September 30, 2009


 


between


 


VERTEX PHARMACEUTICALS INCORPORATED


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Collateral Agent


 





















 


Information
redacted pursuant to a confidential treatment request.  An unredacted version

of this exhibit has been filed separately with the Commission.


 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE I DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definition of Terms Used Herein

  	
  1

  
	
  Section 1.02

  	
  Definition of Certain Terms Used Herein

  	
  2

  
	
  Section 1.03

  	
  Rules of Interpretation

  	
  4

  
	
   

  	
   

  
	
  ARTICLE II SECURITY INTEREST

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Security Interest

  	
  4

  
	
  Section 2.02

  	
  No Assumption of Liability

  	
  5

  
	
   

  	
   

  
	
  ARTICLE III REPRESENTATIONS AND WARRANTIES

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Title and Authority

  	
  5

  
	
  Section 3.02

  	
  Filings

  	
  5

  
	
  Section 3.03

  	
  Validity and Perfection of Security Interest

  	
  5

  
	
  Section 3.04

  	
  Absence of Other Liens

  	
  5

  
	
  Section 3.05

  	
  UCC Representations and Warranties

  	
  5

  
	
   

  	
   

  
	
  ARTICLE IV COVENANTS

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Change of Name; Location of Collateral; Records; Place of
  Business

  	
  6

  
	
  Section 4.02

  	
  Creation and Perfection of Liens Securing Collateral;
  Further Assurances

  	
  6

  
	
  Section 4.03

  	
  Taxes; Encumbrances

  	
  7

  
	
  Section 4.04

  	
  Assignment of Security Interest in Milestone Payments

  	
  7

  
	
  Section 4.05

  	
  Limitation on Disposition of Collateral and Liens on
  Collateral

  	
  7

  
	
  Section 4.06

  	
  Marking of Books and Records

  	
  8

  
	
   

  	
   

  
	
  ARTICLE V PAYMENTS

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Payment Direction; Payment Account

  	
  8

  
	
  Section 5.02

  	
  Power of Attorney

  	
  9

  
	
   

  	
   

  
	
  ARTICLE VI REMEDIES

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Remedies Upon Default

  	
  10

  
	
  Section 6.02

  	
  Application of Proceeds

  	
  11

  
	
   

  	
   

  
	
  ARTICLE VII MISCELLANEOUS

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Notices

  	
  11

  
	
  Section 7.02

  	
  Security Interest Absolute

  	
  12

  
	
  Section 7.03

  	
  Survival of Agreement

  	
  12

  
	
  Section 7.04

  	
  Binding Effect

  	
  12

  
	
  Section 7.05

  	
  Successors and Assigns

  	
  12

  
	
  Section 7.06

  	
  Collateral Agent’s Fees and Expenses; Indemnification

  	
  12

  
	
  Section 7.07

  	
  GOVERNING LAW

  	
  13

  
	
  Section 7.08

  	
  Waivers; Amendment

  	
  13

  
				



 


i





















 


Information
redacted pursuant to a confidential treatment request.  An unredacted version

of this exhibit has been filed separately with the Commission.


 


	
  Section 7.09

  	
  WAIVER OF JURY TRIAL

  	
  14

  
	
  Section 7.10

  	
  Severability

  	
  14

  
	
  Section 7.11

  	
  Entire Agreement

  	
  14

  
	
  Section 7.12

  	
  Counterparts

  	
  14

  
	
  Section 7.13

  	
  Jurisdiction

  	
  14

  
	
  Section 7.14

  	
  Termination

  	
  15

  
	
  Section 7.15

  	
  Headings and Recitals

  	
  15

  
	
  Section 7.16

  	
  Limitation on Duties of Collateral Agent

  	
  15

  



 


Exhibits:


 


Exhibit A:               Payment
Direction


 


Schedules:


 


Schedule
3.05:       UCC Representations and Warranties


Schedule
5.01(c):  Trustee Account Information


 


ii

















 


Information
redacted pursuant to a confidential treatment request.  An unredacted version

of this exhibit has been filed separately with the Commission.


 


SECURITY AGREEMENT (this “Agreement”)
dated as of September 30, 2009, between VERTEX PHARMACEUTICALS
INCORPORATED (the “Company” or the “Grantor”), a Massachusetts corporation, and U.S.
Bank National Association, having its principal corporate trust office at One
Federal Street, Boston, Massachusetts 02110 (together with any successor or
successors in such capacity, the “Collateral Agent”)
for the benefit of the Trustee (as defined below) and the Holders (as defined
below).


 


Reference is made to the Secured Notes due 2012
of the Company (as amended, restated, supplemented or modified from time to
time, the “Notes”), in the original
aggregate principal amount at maturity of $155,000,000 issued pursuant to the
Indenture, dated as of September 30, 2009 (as amended, restated, amended
and restated, modified or supplemented from time to time and including any
agreement extending the maturity of, refinancing or otherwise amending,
amending and restating or otherwise modifying or restructuring all or any
portion of the obligations of the Company under the Notes or such agreement or
any successor agreement, the “Indenture”)
among the Company, the Collateral Agent and U.S. Bank National Association, as
trustee (together with any successor or successors in such capacity, the “Trustee”).


 


The Company will materially benefit from the
issuance of the Notes and it is a condition to the issuance of the Notes that
the Company execute and deliver this Agreement.


 


The Indenture requires the Company to secure its
obligations under the Notes and the Indenture by a first priority security
interest in the Collateral (as hereinafter defined).


 


Accordingly, the Company and the Collateral
Agent, on behalf of itself and each Secured Party (and each of their respective
successors or assigns), hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.01         Definition of Terms Used Herein


 


Unless the context otherwise requires, all capitalized terms used but
not defined herein shall have the meanings set forth in the Indenture, all
references to the Uniform Commercial Code or “UCC” shall mean the Uniform
Commercial Code in effect in the State of New York as of the date hereof and
any uncapitalized terms used herein which are defined in the UCC have the
respective meanings provided in the UCC; provided, however, that
if a term is defined in Article 9 of the Uniform Commercial Code
differently than in another Article thereof, the term shall have the
meaning set forth in Article 9, and provided, further, that
if by reason of mandatory provisions of law, perfection, or the effect of
perfection or non-perfection, of the Security Interest in any Collateral or the
availability of any remedy hereunder is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than New York, “Uniform Commercial Code”
or “UCC” means the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such perfection
or effect of perfection or non-perfection or availability of such remedy, as
the case may be.


 


1

















 


Information
redacted pursuant to a confidential treatment request.  An unredacted version

of this exhibit has been filed separately with the Commission.


 


Section 1.02         Definition of Certain Terms Used
Herein


 


As used herein, the
following terms shall have the following meanings:


 


“Accounts”
shall mean “accounts” as defined in the UCC, and all right, title and interest
of the Grantor to payment for goods and services sold or leased, including any
such right evidenced by Chattel Paper, whether due or to become due, whether or
not it has been earned by performance, and whether now or hereafter acquired or
arising in the future.


 


“Bankruptcy Code”
shall mean the United States Bankruptcy Code, 11 U.S.C. Section 101 et
seq., as amended from time to time.


 


“Books and Records”
shall mean all instruments, files, records, ledger sheets and documents
covering or relating to any of the Collateral.


 


“Chattel Paper”
shall have the meaning given that term in the UCC.


 


“Collateral”
shall mean (i) the Pledged Interest and (ii) any and all Proceeds of
the Pledged Interest.


 


“Debtor Relief Laws”
shall mean the Bankruptcy Code, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.


 


“Documents”
shall have the meaning given that term in the UCC.


 


“Financing Statement”
shall have the meaning given that term in the UCC.


 


“General Intangibles”
shall mean “general intangibles” as defined in the UCC.


 


“Governmental Authority”
shall mean any government, court, regulatory or administrative agency or
commission, or other governmental authority, agency or instrumentality, whether
foreign, federal, state or local (domestic or foreign).


 


“Holders”
shall mean the holders from time to time of the Notes.


 


“Indemnitee”
shall have the meaning given that term in Section 7.06(b) of
this Agreement.


 


“Indenture”
shall have the meaning given to that term in the preliminary statement of this
Agreement.


 


“Instruments”
shall have the meaning given that term in the UCC.


 


“Janssen”
shall mean Janssen Pharmaceutica, N.V., a Belgium corporation, including its
successors and assigns.


 


2

















 


Information redacted pursuant to
a confidential treatment request.  An
unredacted version

of this exhibit has been filed separately with the Commission.


 


“Janssen Agreement”
shall mean the License, Development, Manufacturing and Commercialization
Agreement by and between the Grantor and Janssen effective as of June 30,
2006, as such agreement is amended and in effect on the date hereof, together
with the Janssen Consent, as each may be amended and/or restated from time to
time after the date hereof in accordance with the terms of the Indenture and
any new, substitute or amended agreement by and between the Grantor and Janssen
relating to the Milestone Payments to be made after the date hereof in
accordance with the terms of the Indenture.


 


“Janssen Consent”
shall have the meaning given that term in Section 2(k) of the Note
Purchase Agreement.


 


“Laws” shall
mean, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directives, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.


 


[***].


 


[***].


 


[***].


 


[***].


 


“Milestone
Payments” shall mean collectively [***] and (ii) (a) all additional amounts added to
any of the milestone payments described above in clauses (i)(a) and (b) under
any provision of the Janssen Agreement, including any interest assessed in
connection with a delay in the payment by Janssen of the milestone payments
described above in clauses (i)(a) and (b) pursuant to Section 9.10
of the Janssen Agreement and (b) the Collateral Agent’s Pro Rata Portion
of all additional amounts added to the milestone payment described above in
clause (i)(c) under any provision of the Janssen Agreement, including any
interest assessed in connection with a delay in the payment by Janssen of the
milestone payment described above in clause (i)(c) pursuant to Section 9.10
of the Janssen Agreement.


 


“Note Documents”
shall mean the Indenture, the Notes and the Collateral Documents, in each case
including all exhibits and schedules thereto, and all other agreements,
documents and instruments relating to the Notes, in each case as the same may
be amended, modified or supplemented from time to time in accordance with the
provisions thereof.


 


“Obligations” shall mean the Note Obligations (as
defined in the Indenture).


 


“Payment Account”
shall have the meaning given that term in Section 5.01(c).


 


“Payment Direction”
shall have the meaning given that term in Section 5.01(a).


 


3

















 


Information redacted pursuant to
a confidential treatment request.  An
unredacted version

of this exhibit has been filed separately with the Commission.


 


“Payment Intangible”
shall have the meaning given that term in the UCC.


 


“Person”
shall mean an individual, corporation, partnership, limited liability company,
association, trust or other entity or organization of any kind, including a
Governmental Authority.


 


“Pledged Interest”
shall mean collectively (i) an undivided 100% interest in the right to
receive the Milestone Payments and (ii) the right to enforce directly
against Janssen the right to payment of all or any portion of the Milestone
Payments represented by the Pledged Interest when earned upon achievement of
the Milestone Events pursuant to the Janssen Agreement.


 


“Proceeds”
shall mean “proceeds” as defined in the UCC.


 


“Pro Rata Portion” shall mean, with
respect to the Collateral Agent[***] and, with
respect to the Grantor[***].


 


“Secured Parties”
shall mean


 


(i)            the Collateral Agent;


 


(ii)           the Trustee;


 


(iii)          the Holders; and


 


(iv)          the successors and assigns of each of
the foregoing.


 


“Security Interest”
shall have the meaning given that term in Section 2.01.


 


Section 1.03         Rules of Interpretation The rules of
interpretation specified in Section 1.03 of the Indenture shall be
applicable to this Agreement.


 


ARTICLE II

SECURITY INTEREST


 


Section 2.01         Security Interest As security for
the payment or performance, as the case may be, in full of the Obligations, the
Grantor hereby pledges to the Collateral Agent, its successors and assigns, for
the ratable benefit of the Secured Parties, and hereby grants to the Collateral
Agent, its successors and assigns, for the ratable benefit of the Secured
Parties, a security interest in, all of the Grantor’s right, title and interest
in, to and under the Collateral (the “Security
Interest”).  Without limiting
the foregoing, the Grantor hereby designates the Collateral Agent as the
Grantor’s true and lawful attorney, exercisable by the Collateral Agent or its
nominee or custodian whether or not an Event of Default exists, with full power
of substitution, at the Collateral Agent’s option, to file one or more
Financing Statements and continuation statements as it determines reasonably
necessary for the purpose of perfecting, confirming, continuing, enforcing or
protecting the Security Interest granted by the Grantor, without the signature
of the Grantor (the Grantor hereby appointing the Collateral Agent as its
attorney to sign its name to any such Financing Statement or continuation
statement, whether or not an


 


4

















 


Information
redacted pursuant to a confidential treatment request.  An unredacted version

of this exhibit has been filed separately with the Commission.


 


Event of Default exists), and naming the
Grantor as debtor and the Collateral Agent as secured party.


 


Section 2.02         No Assumption of Liability No Assumption
of Liability.  The Security Interest is
granted as security only and shall not subject the Collateral Agent or any
other Secured Party to, or in any way alter or modify, any obligation or
liability of the Grantor with respect to or arising out of the Collateral.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES


 


The Grantor represents and warrants to
the Collateral Agent and the Secured Parties, as of the date of this Agreement,
that:


 


Section 3.01         Title and Authority The Grantor has
good and valid rights in and title to the Collateral and has full power and
authority to grant to the Collateral Agent the Security Interest in such
Collateral pursuant hereto and to execute, deliver and perform its obligations
in accordance with the terms of this Agreement, without the consent or approval
of any other Person other than any consent or approval which has been obtained
and is in full force and effect.


 


Section 3.02         Filings A Financing
Statement or other appropriate filings, recordings or registrations containing
a description of the Collateral have been delivered to the Collateral Agent or
its nominee or custodian for filing in the central-filing office specified in Schedule
3.05 hereto, which Financing Statement constitutes all the filings and
recordings that are necessary to establish a legal, valid and perfected
security interest in favor of the Collateral Agent (for the ratable benefit of
the Secured Parties) in respect of all Collateral in which the security
interest may be perfected by filing or recording, and no further or subsequent
filing, refiling, recording or rerecording is necessary, except as provided
under applicable law.


 


Section 3.03         Validity and Perfection of Security
Interest The Security Interest constitutes a legal and valid
Lien (prior and superior in right and interest to any other Person) in all the
Collateral securing the payment and performance of the Obligations, and,
subject to the filings described in Section 3.02 above, a perfected
Lien (prior and superior in right and interest to any other Person) in all Collateral
in which a security interest may be perfected by filing or recording a
Financing Statement or analogous document pursuant to the Uniform Commercial
Code or other applicable Law.  No amounts
payable under or in connection with the Collateral are evidenced by any
Instrument or Chattel Paper.


 


Section 3.04         Absence of Other Liens To the extent
that the Collateral currently exists, the Collateral is owned by the Grantor
free and clear of any Lien.  The Grantor
has not filed or consented to the filing of any Financing Statement or
analogous document under the Uniform Commercial Code or any other applicable
laws covering any Collateral.


 


Section 3.05         UCC Representations and Warranties The Grantor’s
exact legal name is, and for the immediately preceding ten (10) years has
been, “Vertex Pharmaceuticals Incorporated”. 
The principal place of business and chief executive office of the
Grantor for the 


 


5

















 


Information redacted pursuant to a confidential treatment request.  An unredacted version

of this exhibit has been filed separately with the Commission.


 


immediately preceding ten (10) years and
the office where it keeps its books and records relating to the Collateral are
located at the address(es) set forth on Schedule 3.05 attached hereto.  The Grantor’s Massachusetts organizational
identification number and Federal Employer Identification Number are as set
forth on Schedule 3.05 attached hereto.


 


ARTICLE
IV

COVENANTS


 


Section 4.01         Change of Name; Location of Collateral;
Records; Place of Business


 


(a)           The
Grantor agrees to furnish to the Collateral Agent at least thirty (30) days’
(or such shorter period of time as may be agreed to by the Collateral Agent)
prior written notice of any change (i) in its name, (ii) in its
organizational structure (including its status as a corporation incorporated
under the laws of The Commonwealth of Massachusetts) or (iii) in its
Federal Taxpayer Identification Number or state organizational number.  The Grantor agrees not to effect or permit
any change referred to above in this Section 4.01
unless all filings have been made under the Uniform Commercial Code or
otherwise that are required or advisable in order for the Collateral Agent to
continue at all times following such change to have a valid, legal and
perfected Lien (prior and superior in right and interest to any other Person)
in all the Collateral.


 


(b)           The Grantor agrees to maintain, at its own cost and
expense, such complete and accurate records with respect to the Collateral as
is consistent with its current practices and in accordance with such prudent
and standard practices used in industries that are the same as or similar to
those in which the Grantor is engaged, but in any event to include complete
accounting records with respect to any part of the Collateral.


 


Section 4.02         Creation and Perfection of Liens
Securing Collateral; Further Assurances


 


(a)           On or prior to the date of this Agreement, the Grantor
shall have granted, created and perfected the security interests and other
Liens created or intended to be created pursuant to this Agreement in the
Collateral in favor of the Collateral Agent.


 


(b)           The Grantor shall, and shall cause each of the Guarantors
to, execute any and all further documents, Financing Statements, agreements and
instruments, and take all further action that may be required under applicable
law, or that the Collateral Agent may reasonably request, in order to grant,
create, preserve, enforce, protect and perfect the validity and priority of the
security interests and other Liens created by this Agreement in the Collateral.


 


(c)           The Grantor shall, and shall cause each of the Guarantors
to, do or cause to be done all acts and things that may be required, or that
the Collateral Agent from time to time may reasonably request, to assure and
confirm that the Collateral Agent holds, for the benefit of the Secured
Parties, duly created and enforceable and perfected Liens upon the Collateral
(including any property or assets that are acquired or otherwise become
Collateral after the date of this Agreement), in each case, as contemplated by,
and with the lien priority required under, this Agreement.


 


6

















 


Information
redacted pursuant to a confidential treatment request.  An unredacted version

of this exhibit has been filed separately with the Commission.


 


(d)           Upon request of the Collateral Agent at any time after an
Event of Default has occurred and is continuing, the Grantor shall, and shall
cause each of the Guarantors to, and shall cause the Subsidiaries to, (i) permit
the Collateral Agent or any advisor, auditor, consultant, attorney or
representative acting for the Collateral Agent, upon reasonable notice to the
Grantor and during normal business hours, to make extracts from and copy the
books and records of the Grantor and its Subsidiaries relating to the
Collateral, and to discuss any matter pertaining to the Collateral with the
officers and employees of the Grantor and its Subsidiaries, and (ii) deliver
to the Collateral Agent such reports relating to any such property or any Lien
thereon as the Collateral Agent may reasonably request.  The Grantor shall promptly reimburse the
Collateral Agent for all reasonable costs and expenses incurred by the
Collateral Agent in connection therewith, including all reasonable fees and
charges of any advisors, auditors, consultants, attorneys or representatives
acting for the Collateral Agent.


 


(e)           The provisions of this Section 4.02 shall
apply only to the security interests and other Liens on the Collateral in favor
of the Collateral Agent, and shall not impose or be interpreted as imposing any
duty on the Grantor or any Guarantor to act in a manner that preserves the
Collateral (including without limitation Janssen’s obligation to make the
Milestone Payments or the amount of any Milestone Payment or the date on which
a Milestone Payment is due) or to refrain from acting in a manner that
adversely impacts the Collateral (including without limitation Janssen’s
obligation to make the Milestone Payments or the amount of any Milestone
Payment or the date on which a Milestone Payment is due); provided, however,
that the foregoing provisions of this sentence shall not limit the Grantor’s
obligations under Section 4.12 of the Indenture.


 


Section 4.03         Taxes; Encumbrances At its option,
the Collateral Agent may discharge past due taxes, assessments, charges, fees,
Liens, security interests or other encumbrances at any time levied or placed on
the Collateral and which the Grantor is not diligently contesting by
appropriate proceedings or actions, and may pay for the preservation of the
Collateral to the extent the Grantor fails to do so as required by the
Indenture or this Agreement, and the Grantor agrees to reimburse the Collateral
Agent on demand for any payment made or any expense reasonably incurred by the
Collateral Agent pursuant to the foregoing authorization;  provided, however, that nothing in this Section 4.03 shall be interpreted as
excusing the Grantor from the performance of, or imposing any obligation on the
Collateral Agent or any Secured Party to cure or perform, any covenants or
other promises of the Grantor with respect to taxes, assessments, charges,
fees, Liens, security interests or other encumbrances and preservation as set
forth herein or in the other Note Documents.


 


Section 4.04         Assignment of Security Interest in
Milestone Payments If at any time the Grantor
shall take a security interest in any property of Janssen or any other Person
to secure payment and performance of a Milestone Payment or otherwise in
respect of the Milestone Payments, the Grantor shall promptly assign such
security interest to the Collateral Agent.


 


Section 4.05         Limitation on Disposition of
Collateral and Liens on Collateral The Grantor shall not (i) directly
or indirectly, sell, transfer, assign, lease, license, sublicense, convey or
otherwise directly or indirectly dispose of any of the Collateral or any
interest therein or (ii) except for the Security Interest in the
Collateral granted to the Collateral


 


7














 


Information
redacted pursuant to a confidential treatment request.  An unredacted version

of this exhibit has been filed separately with the Commission.


 


Agent for the benefit of the
Secured Parties by this Agreement, cause or suffer to exist or become effective
any Lien of any kind on or with respect to any of the Collateral or any
interest therein, or, in each case, enter into any agreement to do any of the
foregoing, provided, however, that in no event shall the
termination of the Janssen Agreement for any reason be a violation or breach of
this Section 4.05 or any other term of this Agreement or the
Indenture.


 


Section 4.06         Marking of Books and Records To the extent
that the Collateral Agent may reasonably request, in order to perfect the
Security Interest or to enable the Collateral Agent to exercise its rights and
remedies hereunder, the Grantor shall mark its Books and Records relating to
the Collateral and documents evidencing or pertaining thereto with an
appropriate reference to the fact that the Milestone Payments have been
assigned to the Collateral Agent for the benefit of the Secured Parties and
that the Collateral Agent has a security interest therein.


 


ARTICLE V

PAYMENTS


 


Section 5.01         Payment
Direction; Payment Account


 


(a)           On or prior to the date hereof, the
Grantor shall (i) direct Janssen to pay all Milestone Payments and other
payments on account of the Pledged Interest, in each case when due and payable
under the Janssen Agreement, to the Payment Account by wire transfer of
immediately available funds in accordance with the Payment Direction; and (ii) deliver
to the Collateral Agent and the Trustee an executed copy of the irrevocable
direction addressed to Janssen to pay the Milestone Payments evidenced by the
Pledged Interest directly to the Payment Account in the form attached as Exhibit A
hereto (the “Payment Direction”).


 


(b)           Notwithstanding the foregoing and the
terms of the Payment Direction, if Janssen or any other Person makes any
payment on account of the Pledged Interest to the Grantor or any of its
Subsidiaries or Affiliates, then the Grantor promptly, and in any event no
later than three (3) Business Days following the receipt by the Grantor or
such Subsidiary or Affiliate of such payment, shall remit such payment to the
Payment Account pursuant to Section 5.01(c).  All payments made to the Grantor (or any of
its Subsidiaries or Affiliates) on account of the Pledged Interest shall be
held by the Grantor (or such Subsidiary or Affiliate) in trust for the benefit
of the Collateral Agent and the other Secured Parties until remitted to the
Payment Account pursuant to Section 5.01(c) for
application pursuant to the terms of the Note Documents.


 


(c)           All payments by Janssen pursuant to Section 5.01(a) and the
Grantor pursuant to Section 5.01(b) of this Agreement shall be
made by wire transfer of immediately available funds, without set-off, to the
Trustee at the account set forth on Schedule 5.01(c) hereto (or to such
other account as the Trustee shall specify by written notice to the Grantor
from time to time) (the “Payment Account”).


 


(d)           In the event the Grantor redeems
Notes pursuant to clause (ii) of Section 3.08(b) of the
Indenture on a date before Janssen delivers the applicable Milestone Payment to
the Trustee that otherwise would have been used by the Trustee to redeem such
Notes, the Grantor shall be entitled to any amounts subsequently paid by
Janssen with respect to such 


 


8

















 


Information
redacted pursuant to a confidential treatment request.  An unredacted version

of this exhibit has been filed separately with the Commission.


 


Milestone Payment and, in
furtherance of the foregoing, (i) the Collateral Agent on behalf of the
Trustee and the Holders shall assign their respective rights to receive such
Milestone Payment from Janssen to the Grantor and, notwithstanding the terms of
Section 5.01(a) and the Payment Direction, shall instruct
Janssen in writing to pay such Milestone Payment directly to the Grantor, (ii) such
amount owed or paid by Janssen shall not be used by the Trustee to redeem any
portion of the Notes under Section 3.08 of the Indenture nor shall such
amount be considered Collateral under this Agreement or the Indenture and (iii) if
Janssen pays any such amounts with respect to such Milestone Payment to the
Trustee or the Collateral Agent pursuant to Section 5.01(a) hereof
and the Payment Direction, the Trustee or the Collateral Agent shall promptly
turn over such amount to the Grantor by wire transfer of immediately available
funds to an account designated by the Grantor.


 


Section 5.02         Power of Attorney The Grantor
irrevocably makes, constitutes and appoints the Collateral Agent (and all
officers, employees or agents designated by the Collateral Agent) as such
Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the
Collateral Agent shall have the right, with power of substitution for the
Grantor and in the Grantor’s name or otherwise, for the use and benefit of the
Collateral Agent and the Secured Parties, (i) at any time, whether or not
a Default or Event of Default has occurred, to take actions required to be
taken by the Grantor under Section 2.01 of this Agreement, (ii) upon
the occurrence and during the continuance of an Event of Default, (A) to receive,
endorse, assign and/or deliver any and all notes, acceptances, checks, drafts,
money orders or other evidences of payment comprising or evidencing the
Collateral or any part thereof; (B) to demand, collect, receive payment
of, give receipt for and give discharges and releases of all or any of the
Collateral; (C) to sign the name of the Grantor on any proof of claim in
bankruptcy against Janssen; (D) to commence and prosecute any and all
suits, actions or proceedings at law or in equity in any court of competent
jurisdiction to collect or otherwise realize on all or any of the Collateral;
and (E) to sell, assign, transfer, pledge, make any agreement with respect
to or otherwise deal with all or any of the Collateral, as fully and completely
as though the Collateral Agent were the absolute owner of the Collateral for
all purposes, and (iii) to notify or to require the Grantor to notify
Janssen to make payment directly to the Collateral Agent (or its nominee or
custodian) in a manner other than as specified in the Payment Direction; provided,
however, that nothing herein contained shall be construed as requiring
or obligating the Collateral Agent or any Secured Party to make any inquiry as
to the nature or sufficiency of any payment received by the Collateral Agent or
any Secured Party, or to present or file any claim or notice, or to take any
action with respect to the Collateral or any part thereof or the moneys due or
to become due in respect thereof or any property covered thereby, and no action
taken or omitted to be taken by the Collateral Agent or any Secured Party with
respect to the Collateral or any part thereof shall give rise to any defense,
counterclaim or offset in favor of the Grantor or to any claim or action
against the Collateral Agent or any Secured Party other than arising out of the
gross negligence or willful misconduct of the Collateral Agent or any such
Secured Party (as determined by a court of competent jurisdiction by a final
and nonappealable judgment); and provided, further, however,
that nothing contained in this Section 5.02 shall entitle the
Collateral Agent or any of the Secured Parties to the rights of Grantor under
the Janssen Agreement other than the right to payment of the Collateral.  It is understood and agreed that the appointment
of the Collateral Agent as the agent and attorney-in-fact of the Grantor for
the purposes set forth above is coupled with an interest and is
irrevocable.  The provisions of this Section shall
in no event relieve the 


 


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Grantor of any of its obligations hereunder
or under any other Note Document with respect to the Collateral or any part
thereof or impose any obligation on the Collateral Agent or any Secured Party
to proceed in any particular manner with respect to the Collateral or any part
thereof, or in any way limit the exercise by the Collateral Agent or any
Secured Party of any other or further right which it may have on the date of
this Agreement or hereafter, whether hereunder, under any other Note Document,
by law or otherwise.


 


ARTICLE VI

REMEDIES


 


Section 6.01         Remedies Upon Default Upon the
occurrence and during the continuance of an Event of Default, it is agreed that
the Collateral Agent shall have in any jurisdiction in which enforcement hereof
is sought, in addition to all other rights and remedies, the rights and
remedies of a secured party under the UCC (whether or not in effect in the
jurisdiction where such rights are exercised) or other applicable Law.  The rights and remedies of the Collateral
Agent shall include, without limitation, the right to take any or all of the
following actions at the same or different times:


 


(a)           With respect to any Collateral
consisting of Accounts, General Intangibles (including Payment Intangibles),
Instruments, Chattel Paper, and Documents, the Collateral Agent may collect the
Collateral with or without the taking of possession of any of the Collateral.


 


(b)           The Grantor agrees that the
Collateral Agent shall have the right, subject to applicable Law, to sell or
otherwise dispose of all or any part of the Collateral, at public or private
sale, for cash, upon credit or for future delivery as the Collateral Agent
shall deem appropriate.  Each purchaser
at any such sale shall hold the property sold absolutely, free from any claim
or right on the part of the Grantor.


 


(c)           The Collateral Agent shall give the
Grantor 10 days’ prior written notice, by authenticated record, of the time and
place of any proposed sale.  Any such
notice shall (i) in the case of a public sale, state the time and place
fixed for such sale, (ii) in the case of a private sale, state the day
after which such sale may be consummated, (iii) contain the information
specified in Section 9-613 of the UCC, (iv) be authenticated and (v) be
sent to the parties required to be notified pursuant to Section 9-611(c) of
the UCC; provided that, if the Collateral
Agent fails to comply with this sentence in any respect, its liability for such
failure shall be limited to the liability (if any) imposed on it as a matter of
law under the UCC.  The Grantor agrees
that such written notice shall satisfy all requirements for notice to the
Grantor which are imposed under the UCC or other applicable Law with respect to
the exercise of the Collateral Agent’s rights and remedies hereunder upon
default.  The Collateral Agent shall not
be obligated to make any sale or other disposition of any Collateral if it
shall determine not to do so, regardless of the fact that notice of sale or
other disposition of such Collateral shall have been given.  The Collateral Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned.


 


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(d)           Any public sale shall be held at such
time or times within ordinary business hours and at such place or places as the
Collateral Agent may fix and state in the notice of such sale.  At any sale or other disposition, the
Collateral, or portion thereof, to be sold may be sold in one lot as an
entirety or in separate parcels, as the Collateral Agent may (in its sole and
absolute discretion) determine.  If any
of the Collateral is sold, leased, or otherwise disposed of by the Collateral
Agent on credit, the Obligations shall not be deemed to have been reduced as a
result thereof unless and until payment in full is received thereon by the
Collateral Agent.  In the event that the
purchaser fails to pay for the Collateral, the Collateral Agent may resell the
Collateral and apply the proceeds from such resale in accordance with the terms
of Section 6.02 of this Agreement.


 


(e)           At any public (or, to the extent
permitted by applicable Law, private) sale made pursuant to this Section 6.01, the Collateral Agent, if so
directed by the Holders of a majority in aggregate principal amount of the then
outstanding Notes, shall, or any other Secured Party may bid for or purchase,
free (to the extent permitted by applicable Law) from any right of redemption,
stay, valuation or appraisal on the part of the Grantor, the Collateral or any
part thereof offered for sale, and the Collateral Agent (but not any other
Secured Party unless the Holders of a majority in aggregate principal amount of
the then outstanding Notes shall otherwise agree in writing) may (or shall, if
so directed by the Holders of a majority in aggregate principal amount of the
then outstanding Notes) make payment on account thereof by using any or all of
the Obligations (or, in the case of any such bid or purchase by any other
Secured Party, any or all of the Obligations then due and payable to such other
Secured Party) as a credit against the purchase price, and the Collateral Agent
or such other Secured Party may, upon compliance with the terms of sale, hold,
retain and dispose of such property without further accountability to the Grantor
therefor.


 


(f)            As an alternative to exercising the
power of sale herein conferred upon it, the Collateral Agent may proceed by a
suit or suits at law or in equity to foreclose upon the Collateral and to sell
the Collateral or any portion thereof pursuant to a judgment or decree of a
court or courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver.


 


(g)           To the extent permitted by applicable
Law, the Grantor hereby waives all rights of demand, redemption, stay, valuation
and appraisal which the Grantor now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted.


 


Section 6.02         Application of Proceeds After the
occurrence and during the continuance of an Event of Default, the Collateral
Agent shall apply the proceeds of any collection or sale of the Collateral, as
well as any Collateral consisting of cash, in accordance with the provisions of
Section 6.10 of the Indenture.


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.01         Notices All
communications and notices hereunder shall (except as otherwise expressly
permitted herein) be in writing and given as provided in Section 13.02 of
the Indenture.


 


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Section 7.02         Security Interest Absolute All rights of
the Collateral Agent hereunder, the Security Interest and all obligations of the
Grantor hereunder shall be absolute and unconditional irrespective of (i) any
lack of validity or enforceability of the Indenture, any other Note Document,
any agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (ii) any change in the time,
manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any
departure from the Indenture, any other Note Document or any other agreement or
instrument, (iii) any exchange, release or non-perfection of any Lien on
other collateral, or any release or amendment or waiver of or consent under or
departure from any guarantee, securing or guaranteeing all or any of the
Obligations, (iv) the existence of any claim, set-off or other right which
the Grantor may have at any time against the Collateral Agent, any other
Secured Party, or any other Person, whether in connection herewith or any
unrelated transaction; provided, that nothing herein shall prevent the
assertion of any such claim by separate suit or compulsory counterclaim or (v) any
other circumstance that might otherwise constitute a defense available to, or a
discharge of, the Grantor in respect of the Obligations or this Agreement.


 


Section 7.03         Survival of Agreement All covenants,
agreements, representations and warranties made by the Grantor herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the Holders or other Secured Parties and shall survive the issuance of the
Notes, regardless of any investigation made by any of the Holders or on their
behalf,  and shall continue in full force
and effect until this Agreement shall terminate.


 


Section 7.04         Binding Effect This Agreement
shall become effective as to the Grantor when a counterpart hereof executed on
behalf of the Grantor shall have been delivered to the Collateral Agent and a
counterpart hereof shall have been executed on behalf of the Collateral Agent,
and thereafter shall be binding upon the Grantor and the Collateral Agent and
their respective successors and assigns, and shall inure to the benefit of the
Grantor, the Collateral Agent and the other Secured Parties and their
respective successors and assigns, except that the Grantor shall not have the
right to assign or transfer its rights or obligations hereunder or any interest
herein or in the Collateral (and any such assignment or transfer shall be void)
except as expressly contemplated by this Agreement or the Indenture.


 


Section 7.05         Successors and Assigns Whenever in
this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of the Grantor or the
Collateral Agent that are contained in this Agreement shall bind and inure to
the benefit of their respective successors and assigns.


 


Section 7.06         Collateral
Agent’s Fees and Expenses; Indemnification  


 


(a)           Without limitation of its
indemnification obligations under the other Note Documents, the Grantor agrees
to pay upon demand to the Collateral Agent the amount of any and all reasonable
expenses, including the reasonable fees, disbursements and other charges of its
counsel and of any experts or agents, which the Collateral Agent may incur in
connection with (i) the administration of this Agreement (including the
customary fees and charges of the Collateral Agent), (ii) the custody or
preservation of, or the sale of, collection from or other realization upon any
of the Collateral, (iii)


 


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the exercise, enforcement or
protection of any of the rights of the Collateral Agent hereunder or (iv) the
failure of the Grantor to perform or observe any of the provisions hereof.


 


(b)           Without limitation of its
indemnification obligations under the other Note Documents, the Grantor agrees
to indemnify the Collateral Agent, its partners, directors, officers,
employees, agents and advisors (each an “Indemnitee”)
against, and hold each of them harmless from, any and all losses, claims,
damages, liabilities and related expenses, including reasonable fees,
disbursements and other charges of counsel, asserted against or reasonably
incurred by any of them arising out of, in any way connected with, or as a
result of, the execution, delivery or performance of this Agreement, the other
Collateral Documents, or any claim, litigation, investigation or proceeding
relating hereto, thereto or to the Collateral, whether or not any Indemnitee is
a party thereto; provided, that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee.


 


(c)           Any such amounts payable as provided
hereunder shall be additional Obligations secured hereby and by the other
Collateral Documents.  The provisions of
this Section 7.06 shall remain
operative and in full force and effect regardless of the termination of this
Agreement, the Indenture or any other Note Document, the consummation of the
transactions contemplated hereby, the repayment of any of the Notes, the
invalidity or unenforceability of any term or provision of this Agreement, the
Indenture or any other Note Document, or any investigation made by or on behalf
of the Collateral Agent or any Holder. 
All amounts due under this Section 7.06
shall be payable on written demand therefor.


 


Section 7.07         GOVERNING LAW THIS AGREEMENT
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, BUT
INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).


 


Section 7.08         Waivers; Amendment         (a)  No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power.  The rights and
remedies of the Collateral Agent hereunder and of the Collateral Agent, the Trustee,
the Holders and the other Secured Parties under the other Note Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have.  No waiver of any
provisions of this Agreement, the Indenture or any other Note Document or
consent to any departure by the Grantor therefrom shall in any event be
effective unless the same shall be permitted by paragraph
(b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  No notice to or demand on the
Grantor in any case shall entitle the Grantor to any other or further notice or
demand in similar or other circumstances.


 


(b)           Neither this Agreement nor any
provision hereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the


 


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Collateral Agent and the
Grantor, subject to any consent required in accordance with Article IX of
the Indenture.


 


Section 7.09         WAIVER OF JURY TRIAL EACH PARTY
HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING IN WHICH THE
GRANTOR AND THE COLLATERAL AGENT ARE PARTIES AND WHICH, DIRECTLY OR INDIRECTLY,
ARISES OUT OF OR RELATES TO THIS AGREEMENT, ANY OTHER NOTE DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section 7.10         Severability In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction).  The parties shall endeavor in good faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.


 


Section 7.11         Entire Agreement This Agreement, together with the
Exhibits hereto (which are incorporated herein by reference), and the other
Transaction Documents constitute the entire agreement between the parties
hereto with respect to the subject matter hereof and supersede all prior
agreements, understandings and negotiations, both written and oral, between the
parties hereto with respect to the subject matter of this Agreement.  No representation, inducement, promise,
understanding, condition or warranty not set forth herein (or in the Exhibits
or other Transaction Documents) has been made or relied upon by either party
hereto.  Neither this Agreement, nor any
provision hereof, is intended to confer upon any Person other than the parties
hereto and the Secured Parties any rights or remedies hereunder.


 


Section 7.12         Counterparts This Agreement
may be executed in two or more counterparts, each of which shall constitute an
original but all of which when taken together shall constitute but one
contract, and shall become effective as provided in Section 7.04.  Delivery of an executed signature page to
this Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.


 


Section 7.13         Jurisdiction    (a)      The
Grantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in


 


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any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State court or, to the extent permitted by law, in
such Federal court.  Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. 
Nothing in this Agreement shall affect any right that the Collateral
Agent, the Trustee, any Holder or any other Secured Party may otherwise have to
bring any action or proceeding relating to this Agreement, the Indenture or any
other Note Document against the Grantor or its properties in the courts of any
jurisdiction.


 


(b)           The Grantor hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement,
the Indenture or any other Note Document in any court referred to in paragraph (a) of this
Section.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.


 


Section 7.14         Termination This Agreement
and the Security Interest shall terminate when all the Obligations have been
indefeasibly paid in full in accordance with the terms and conditions of the
Indenture (other than contingent indemnification obligations with respect to
then unasserted claims which, pursuant to the terms of this Agreement or the
other Note Documents survive the termination of this Agreement or the other
Note Documents), at which time the Collateral Agent shall promptly deliver to
the Grantor written authority to terminate, at the Grantor’s request and
expense, all Financing Statements and similar documents which the Grantor shall
reasonably request to evidence such termination.  Any execution and delivery of termination
statements or documents pursuant to this Section 7.14
shall be without recourse to or warranty by the Collateral Agent.


 


Section 7.15         Headings and Recitals The recitals at
the beginning of this Agreement and the headings of the sections and
subsections hereof are provided for convenience only and shall not be construed
as representations made by the Grantor, and shall not in any way affect the
meaning or construction of any provision of this Agreement.


 


Section 7.16         Limitation on Duties of Collateral
Agent Beyond the exercise of reasonable care in the
custody and preservation thereof, the Collateral Agent will not have any duty
as to any Collateral in its possession or control or in the possession or
control of any sub agent or bailee or any income therefrom or as to the
preservation of rights against prior parties or any other rights pertaining
thereto.  The Collateral Agent will be
deemed to have exercised reasonable care in the custody and preservation of the
Collateral in its possession or control if such Collateral is accorded
treatment substantially equal to that which it accords its own property, and will
not be liable or responsible for any loss or damage to any Collateral, or for
any diminution in the value thereof, by reason of any act or omission of any
sub agent or bailee selected by the Collateral Agent in good faith or by reason
of any act or omission such sub-agent or bailee selected by the Collateral
Agent pursuant to instructions from the Collateral Agent, except to the extent
that such liability arises from the Collateral Agent’s gross negligence, bad 


 


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faith or willful misconduct.  The Collateral Agent shall not be responsible
for the existence, genuineness or value of any of the Collateral or for the
validity, perfection, priority or enforceability of the Liens in any of the
Collateral, whether impaired by operation of law or by reason of any action or
omission to act on its part hereunder, except to the extent such action or
omission constitutes gross negligence, bad faith or willful misconduct on the
part of the Collateral Agent, for the validity or sufficiency of the Collateral
or any agreement or assignment contained therein, for the validity of the title
of the Company to the Collateral, for insuring the Collateral or for the
payment of taxes, charges, assessments or Liens upon the Collateral or
otherwise as to the maintenance of the Collateral.


 


[Signature page follows.]


 


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


 


	
   

  	
  VERTEX PHARMACEUTICALS

  
	
   

  	
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew W. Emmens

  
	
   

  	
  Name:

  	
  Matthew W. Emmens

  
	
   

  	
  Title:

  	
   Chairman, President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Beard

  
	
   

  	
  Name:

  	
  Karen Beard

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 


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