Exhibit 10.3


 





Execution Version


 


Pursuant to 17 CFR 20.24b-2, confidential information has been omitted in places marked “***” and has been filed
separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request with the Commission.


 


CREDIT AND SECURITY AGREEMENT


 


THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”),
dated as of September 23, 2016 (the “Closing Date”) by and among MIDCAP FINANCIAL TRUST, a Delaware statutory
trust (“MidCap”), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto
and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”),
and BIOCRYST PHARMACEUTICALS, INC., a Delaware corporation (“BioCryst”), MDCP, LLC, a Delaware limited
liability company (“Peramivir SPE”), and the other entities shown as signatories hereto as a Borrower (collectively
in the singular, “Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall
repay the Lenders. The parties agree as follows:


 


1.                  
ACCOUNTING AND OTHER TERMS


 


Accounting terms not defined in this Agreement
shall be construed in accordance with GAAP. Calculations and determinations must be made in accordance with GAAP. Capitalized terms
not otherwise defined in this Agreement shall have the meanings set forth in Section 15. All other terms contained in this Agreement,
unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. All headings
numbered without a decimal point are herein referred to as “Articles,” and all paragraphs numbered with a decimal point
(and all subparagraphs or subsections thereof) are herein referred to as “Sections.”


 


2.                  
CREDIT FACILITIES AND TERMS


 


2.1Promise to Pay. Borrower hereby unconditionally promises
to pay to each Lender, in accordance with each Lender’s respective Pro Rata Share of each Credit Facility, the outstanding
principal amount of all Credit Extensions made by the Lenders under such Credit Facility and accrued and unpaid interest thereon
and any other amounts due hereunder as and when due in accordance with this Agreement.


 


2.2Credit Facilities. Subject to the terms and conditions hereof,
each Lender, severally, but not jointly, agrees to make available to Borrower Credit Extensions in respect of each Credit Facility
set forth opposite such Lender’s name on the Credit Facility Schedule, in each case not to exceed such Lender’s commitment
as identified on the Credit Facility Schedule (such commitment of each Lender, as it may be amended to reflect assignments made
in accordance with this Agreement or terminated or reduced in accordance with this Agreement, its “Applicable Commitment”,
and the aggregate of all such commitments of all Lenders, the “Applicable Commitments”).


 


2.3Credit Facilities.


 


(a)                
Nature of Credit Facility; Credit Extension Requests. Credit Extensions in respect of a Credit Facility may be requested
by Borrower during the Draw Period for such Credit Facility. For any Credit Extension requested under a Credit Facility (other
than a Credit Extension on the Closing Date), Agent must receive the completed Credit Extension Form by 12:00 noon (New York time)
* * * prior to the date the Credit Extension is to be funded. To the extent any Credit Facility proceeds are repaid for
any reason, whether voluntarily or involuntarily (including repayments from insurance or condemnation proceeds), Agent and the
Lenders shall have no obligation to re-advance such sums to Borrower.


 


(b)                
Principal Payments. Principal payable on account of a Credit Facility shall be payable by Borrower to Agent, for the account
of the applicable Lenders in accordance with their respective Pro Rata Shares, immediately upon the earliest of (i) the date(s)
set forth in the Amortization Schedule for such Credit Facility (or, if no such Amortization Schedule is attached, then upon Agent’s
demand for payment), or (ii) the Maturity Date. Except as this Agreement may specifically provide otherwise, all prepayments of
Credit Extensions under the Credit Facilities shall be applied by Agent to the applicable Credit Facility in inverse order of maturity.
Subject to the foregoing sentence, the monthly payments required under the Amortization Schedule shall continue in the same amount
(for so long as the applicable Credit Facility shall remain outstanding) notwithstanding any partial prepayment, whether mandatory
or optional, of the applicable Credit Facility.


 






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(c)                
Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall
immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum
of: (i) all outstanding principal of the Credit Facility and all other Obligations, plus accrued and unpaid interest thereon,
(ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the
Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable,
including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated
pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) on the date on which
any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of * * * in respect of
assets upon which Agent maintained a Lien, an amount equal to * * * of such proceeds (net of out-of-pocket expenses and,
in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered
such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt
by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other
than transfers permitted by Section 7.1) an amount equal to * * * of the net cash proceeds of such asset disposition
(net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion
as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default
has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to * * *
(other than with respect to losses of property comprised of Inventory and Clinical Trial Materials, as to which no dollar limit
shall apply) in the aggregate with respect to any property loss in any one (1) year, toward the replacement or repair of destroyed
or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value
as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first
priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds
payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders,
on account of the Obligations.


 


(d)                
Permitted Prepayment. Except as provided below, Borrower shall have no right to prepay the Credit Extensions made in respect
of a Credit Facility. After the Closed Period, if any, for the applicable Credit Facility as specified in the Credit Facility Schedule
therefor, Borrower shall have the option to prepay such Credit Facility advanced by the Lenders under this Agreement in whole or
in part, provided that (i) each such prepayment (other than a prepayment in whole) shall be in an amount equal to $1,000,000
or a higher integral multiple of $1,000,000, (ii) Borrower provides written notice to Agent and each Lender of its election to
make such prepayment and the amount of such prepayment on the date that is * * * prior to such prepayment and (ii) Borrower
pays to Agent, for payment to each applicable Lender in accordance with its respective Pro Rata Share, on the date of such prepayment,
an amount equal to the sum of (A) the principal amount being so prepaid, plus accrued interest thereon, (B) any fees payable under
the Fee Letters by reason of such prepayment, (C) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for
the Credit Facility being prepaid, and (D) all Protective Advances. To the extent requested by Borrower, Agent shall provide, within
* * * of Borrower’s request therefor, payoff documentation, which shall be in form and substance satisfactory to
Agent and Lenders, with respect to any proposed prepayment in whole of the Credit Extensions. Any notice of prepayments given by
Borrowers shall be irrevocable unless all Lenders otherwise agree in writing.


 


2.4       Reserved.


 


2.5       Reserved.


 


2.6       Interest and Payments; Administration.


 


(a)       Interest;
Computation of Interest. Each Credit Extension shall bear interest on the outstanding principal amount thereof from the date
when made until paid in full at a rate per annum equal to the Applicable Interest Rate. Each Lender may, upon the failure of Borrower
to pay any fees or interest as required herein, capitalize such interest and fees and begin to accrue interest thereon until paid
in full, which such interest shall be at


 



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a rate per annum equal to the Applicable Interest Rate unless and
until the Default Rate shall otherwise apply. All other Obligations shall bear interest on the outstanding amount thereof from
the date they first become payable by Borrower under the Financing Documents until paid in full at a rate per annum equal to the
Applicable Interest Rate unless and until the Default Rate shall otherwise apply. Interest on the Credit Extensions and all fees
payable under the Financing Documents shall be computed on the basis of a three hundred sixty (360)-day year and the actual number
of days elapsed in the period during which such interest accrues. In computing interest on any Credit Extension or other advance,
the date of the making of such Credit Extension or advance shall be included and the date of payment shall be excluded; provided,
however, that, if any Credit Extension or advance is repaid on the same day on which it is made, such day shall be included
in computing interest on such Credit Extension or advance. As of each Applicable Interest Rate Determination Date, Agent shall
determine (which determination shall, absent manifest error in calculation, be final, conclusive and binding upon all parties)
the interest rate that shall apply to the Credit Extensions.


 


(b)                
Default Rate. Upon the election of Agent following the occurrence and during the continuance of an Event of Default, Obligations
shall bear interest at a rate per annum which is * * * above the rate that is otherwise applicable thereto (the “Default
Rate”). Payment or acceptance of the increased interest rate provided in this subsection is not a permitted alternative
to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies
of Agent or the Lenders.


 


(c)                
Payments Generally. Except as otherwise provided in this Agreement, including pursuant to Section 2.6(c), or as otherwise
directed by Agent, all payments in respect of the Obligations shall be made to Agent for the account of the applicable Lenders
in accordance with their Pro Rata Share. Payments of principal and interest in respect of each Credit Facility shall be made to
each applicable Lender identified on the applicable Credit Facility Schedule. All Obligations are payable upon demand of Agent
in the absence of any other due date specified herein. All fees payable under the Financing Documents shall be deemed non-refundable
as of the date paid. Any payment required to be made to Agent or a Lender under this Agreement may be made by debit or automated
clearing house payment initiated by Agent or such Lender from any of Borrower’s deposit accounts, including the Designated
Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes
hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and the Lenders any authorization forms as Agent
or any Lender may require to implement such debit or automated clearing house payment. These debits or automated clearing house
payments shall not constitute a setoff. Payments of principal and/or interest received after 12:00 noon New York time are considered
received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment
is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments
to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money
of the United States and in immediately available funds. The balance of the Obligations, as recorded in Agent’s books and
records at any time, shall be conclusive and binding evidence of the amounts due and owing to Agent and the Lenders by each Borrower
absent manifest error; provided, however, that any failure to so record or any error in so recording shall not limit
or otherwise affect Borrower’s duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor
to provide Borrower with a monthly statement regarding the Credit Extensions (but neither Agent nor any Lender shall have any liability
if Agent shall fail to provide any such statement). Unless Borrower notifies Agent of any objection to any such statement (specifically
describing the basis for such objection) within * * * after the date of receipt thereof, it shall be deemed final, binding
and conclusive upon Borrower in all respects as to all matters reflected therein.


 


(d)                
Interest Payments; Maturity Date. Commencing on the first (1st) Payment Date following the funding of a Credit
Extension, and continuing on the Payment Date of each successive month thereafter through and including the Maturity Date, Borrower
shall make monthly payments of interest, in arrears, calculated as set forth in this Section 2.6. All unpaid principal and accrued
interest is due and payable in full on the Maturity Date or any earlier date specified herein. If the Obligations are not paid
in full on or before the Maturity Date, all interest thereafter accruing shall be payable immediately upon accrual.


 



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(e)                
Fees. Borrower shall pay, as and when due and payable under the terms of the Fee Letters, to Agent and each Lender, as applicable,
for their own accounts and not for the benefit of any other Lenders, the fees set forth in the Fee Letters.


 


(f)                 
Protective Advances. Borrower shall pay to Agent for the account of the Lenders all Protective Advances (including reasonable
attorneys’ fees and expenses for documentation and negotiation of this Agreement and the other Financing Documents) when
due under any Financing Document (and in the absence of any other due date specified herein, such Protective Advances shall be
due upon demand).


 


(g)                
Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum
amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Document, if
at any time the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest
permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum
Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however,
that, if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by
Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest
which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter,
the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate,
in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount
which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If,
notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess
amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts
(other than interest) payable hereunder, and, if no such Credit Extensions or other amounts are then outstanding, such excess or
part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable
to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number
of days in the year in which such calculation is made.


 


(h)                
Taxes; Additional Costs.


 


(i)                                          
Any and all payments by or on account of any obligation of Borrower hereunder shall be made without deduction or withholding for
any Taxes, except as required by applicable law. For purposes of this Section 2.6(h), the term “applicable law” shall
include FATCA. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the
deduction or withholding of any Tax from any such payment by a Withholding Agent, then Withholding Agent shall make such deduction
or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with
applicable law and, if such Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that
after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable
under this Section 2.6(h)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction
or withholding been made.


 


(ii)                
Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of Agent timely
reimburse it for the payment of, any Other Taxes.


 


(iii)               
Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes
(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.6(h)) payable or paid
by such Recipient or required to be withheld or deducted from a payment to such Recipient and any expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Agent),
or by Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 



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(iv)              
Each Lender shall severally indemnify Agent, within ten (10) days after demand therefor, for (A) any Indemnified Taxes attributable
to such Lender (but only to the extent that Borrower has not already indemnified Agent for such Indemnified Taxes and without limiting
the obligation of Borrower to do so), (B) any Taxes attributable to such Lender’s failure to comply with the provisions of
Section 13.1(c) relating to the maintenance of a Participant Register and (C) any Excluded Taxes attributable to such Lender, in
each case, that are payable or paid by Agent in connection with this Agreement or any Obligation, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Agent shall be conclusive absent
manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender pursuant
to this Agreement or otherwise payable by Agent to the Lender from any other source against any amount due to Agent under this
paragraph (iv).


 


(v)                
As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to this Section 2.6(h), Borrower
shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.


 


(vi)              
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made in connection with
this Agreement or any Obligation shall deliver to Borrower and Agent, at the time or times reasonably requested by Borrower or
Agent, such properly completed and executed documentation reasonably requested by Borrower or Agent as will permit such payments
to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower
or Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or Agent as will
enable Borrower or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 2.6(h)(vii)(A), (vii)(B) and (vii)(D) below) shall not be required if in the
Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(vii)             
Without limiting the generality of the foregoing,


 


(A)               
any Lender that is a U.S. Person shall deliver to Agent on or prior to the date on which such Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of Borrower or Agent), executed copies of IRS Form W-9
certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)               
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Agent (in such number of copies as shall be
requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of Borrower or Agent), whichever of the following is applicable:


 


(1)                
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (I) with respect
to payments of interest under this Agreement or any Financing Document, executed copies of IRS Form W-8BEN-E or W-8BEN, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of
such tax treaty and (II) with respect to any other applicable payments under this Agreement or any other Financing Document, IRS
Form W-8BEN-E or W-8BEN, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant
to the “business profits” or “other income” article of such tax treaty;


 


(2)                
executed copies of IRS Form W-8ECI;


 


(3)                
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRC,
(I) executed copies of IRS Form W-8BEN-E or W-8BEN, as


 



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applicable and (II) a certification to the effect that such Foreign
Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder”
of Borrower within the meaning of Section 881(c)(3)(B) of the IRC, or a “controlled foreign corporation” described
in Section 881(c)(3)(C) of the IRC, together with such Other Tax Certification as Agent may reasonably request from time to time;
or


 


(4)       to the extent a Foreign Lender
is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E or W-8BEN,
as applicable, IRS Form W-9, and/or such Other Tax Certification from each beneficial owner as Agent may reasonably request, as
applicable; provided that, if the Foreign Lender is a partnership and one (1) or more direct or indirect partners of such
Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide such Other Tax Certification as
may be reasonably required by Agent on behalf of each such direct and indirect partner;


 


(C)               
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Agent (in such number of copies as shall be
requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of Borrower or Agent), executed copies of any other form prescribed by applicable
law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such Other
Tax Certification as may be prescribed by applicable law to permit Borrower or Agent to determine the withholding or deduction
required to be made; and


 


(D)               
if a payment made to a Lender under any this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the IRC, as applicable), such Lender shall deliver to Borrower and Agent at the time or times prescribed by law and
at such time or times reasonably requested by Borrower or Agent such documentation prescribed by applicable law (including as prescribed
by Section 1471(b)(3)(C)(i) of the IRC) and such Other Tax Certification reasonably requested by Borrower or Agent as may be necessary
for Borrower and Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s
obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause
(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees that, if any form or certification
it previously delivered pursuant to Section 2.6(h)(vi) or (vii) expires or becomes obsolete or inaccurate in any respect, it shall
update such form or certification or promptly notify Borrower and Agent in writing of its legal inability to do so.


 


(viii)       If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it
has been indemnified pursuant to this Section 2.6(h) (including by the payment of additional amounts pursuant to this Section
2.6(h)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made
under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes)
of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the
amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying
party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax
position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had
not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax
had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns
(or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 



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(ix)              
If any Lender shall determine in its commercially reasonable judgment that the adoption or taking effect of, or any change in,
any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in
the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such
Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would
have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence
of such Lender’s obligations hereunder to a level below that which such Lender or such controlling Person could have achieved
but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration
such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon
written demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation
of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall promptly pay to such Lender
such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have
accrued on or after the day which is two hundred seventy (270) days prior to the date on which such Lender first made demand therefor;
provided, however, that, notwithstanding anything in this Agreement to the contrary, (A) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith
and (B) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each
case pursuant to Basel III, shall in each case be deemed to be a “change in applicable Law”, regardless of the date
enacted, adopted or issued.


 


(x)                
If any Lender requires compensation under this subsection (h), or requires Borrower to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to this subsection (h), then, upon the written request of
Borrower, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Credit Extensions
hereunder or to assign its rights and obligations hereunder (subject to the terms of this Agreement) to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or assignment (A) would eliminate or materially reduce
amounts payable pursuant to any such subsection, as the case may be, in the future, and (B) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender (as determined in its sole discretion).
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation
or assignment.


 


(A)       If
any Lender requires compensation under this subsection (h), or requires Borrower to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to this subsection (h), and such Lender has declined or is unable
to designate a different lending office in accordance with Section 2.6(h)(x)(A), then the Borrower may, at its sole expense and
effort, upon notice to such Lender and Agent, require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in, and consents required by, Section 13.1), all of its interests, rights (other than
its existing rights to payments pursuant to this subsection (h)) and obligations under this Agreement and the related Financing
Documents to an Eligible Assignee that shall assume such obligations; provided that: (x) such Lender shall have received payment
of an amount equal to the outstanding principal of its Credit Extensions, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder and under the other Financing Documents from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Borrower (in the case of all other amounts), and (y) such assignment does not conflict with
applicable law and (z) in the case of any such assignment resulting from a claim for compensation or payments required to be made
pursuant to this subsection (h), such assignment will result in a reduction in such compensation or payments thereafter. A Lender
shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


(xi)              
Each party’s obligations under this Section 2.6(h) shall survive the resignation or replacement of Agent or any assignment
of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all Obligations hereunder.


 



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(i)       Administrative Fees and Charges.


 


(i)                  
Borrower shall pay to Agent, for its own account and not for the benefit of any other Lenders, all reasonable fees and expenses
in connection with audits and inspections of the books and records of the Credit Parties, audits, valuations or appraisals of the
Collateral, audits of Borrower’s compliance with applicable Laws and such other matters as Agent shall deem appropriate,
which shall be due and payable on the first (1st) Business Day of the month following the date of issuance by Agent
of a written request for payment thereof to Borrower; provided that, as long as no Default has occurred within the preceding
twelve (12) months, Agent shall be entitled to such reimbursement for no more than one (1) audit and inspection per calendar quarter.


 


(ii)                
If payments of principal or interest due on the Obligations, or any other amounts due hereunder or under the other Financing Documents,
are not timely made and remain overdue for a period of * * *, Borrower, without notice or demand by Agent, promptly shall
pay to Agent, for its own account and not for the benefit of any other Lenders, as additional compensation to Agent in administering
the Obligations, an amount equal to * * * of each delinquent payment.


 


2.7       Secured
Promissory Notes. At the election of any Lender made as to each Credit Facility for which it has made Credit Extensions, each
Credit Facility shall be evidenced by one (1) or more secured promissory notes in form and substance reasonably satisfactory to
Agent and the Lenders (each a “Secured Promissory Note”). Upon receipt of an affidavit of an officer of a Lender
as to the loss, theft, destruction, or mutilation of its Secured Promissory Note, Borrower shall issue, in lieu thereof, a replacement
Secured Promissory Note in the same principal amount thereof and of like tenor.


 


3.       CONDITIONS OF CREDIT EXTENSIONS


 


3.1       Conditions
Precedent to Initial Credit Extension. Each Lender’s obligation to make the initial advance in respect of a Credit Facility
is subject to the condition precedent that Agent shall consent to or shall have received, in form and substance reasonably satisfactory
to Agent, such documents, and completion of such other matters, as Agent may reasonably deem necessary or appropriate, including,
without limitation, all items listed on the Closing Deliveries Schedule attached hereto.


 


3.2       Conditions
Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit
Extension, is subject to the following conditions precedent:


 


(a)                
satisfaction of all Applicable Funding Conditions for the applicable Credit Extension as set forth in the Credit Facility Schedule,
if any, in each case each in form and substance reasonably satisfactory to Agent and each Lender;


 


(b)                
timely receipt by Agent and each Lender of an executed Credit Extension Form in the form attached hereto;


 


(c)                
(i)for Credit Extensions made on the Closing Date, the representations and warranties in Article 5 and elsewhere in the Financing
Documents shall be true, correct and complete in all respects on the Closing Date; provided, however, that those
representations and warranties expressly referring to a specific date shall be true, correct and complete in all respects as of
such date; and


 


(ii)       for
Credit Extensions made after the Closing Date, if any, the representations and warranties in Article 5 and elsewhere in the Financing
Documents shall be true, correct and complete in all material respects on the date of the Credit Extension Form and on the Funding
Date of each Credit Extension; 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. Each Credit Extension is Borrower’s representation and warranty on that date that
the representations and warranties in Article 5 and elsewhere in the Financing Documents remain true, accurate and complete in
all material


 



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respects; 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)             
no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension;


 


(e)              
Agent shall be satisfied with the results of any searches conducted under Section 3.5;


 


(f)              
receipt by Agent of such evidence as Agent shall request to confirm the formation of the Peramivir SPE and inclusion in its organizational
documents of the covenants set forth on the SPE Covenant Schedule attached hereto;


 


(g)              
receipt by Agent of such evidence as Agent shall request to confirm (i) the contribution by BioCryst to the Peramivir SPE of the
Seqirus UK License Agreement (and all of BioCryst’s rights and obligations thereunder), and (ii) the Peramivir IP has been
licensed by BioCryst to the Peramivir SPE in accordance with the terms of the Seqirus License Agreement pursuant to the Intercompany
License Agreement;


 


(h)             
receipt by Agent of such evidence as Agent shall request to confirm that the deliveries made in Section 3.1 remain current, accurate
and in full force and effect, or if not, updates thereto, each in form and substance reasonably satisfactory to Agent; and


 


(i)               
as determined in Agent’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation
by Borrower from the most recent business plan of Borrower presented to and accepted by Agent.


 


3.3Method of Borrowing. Each Credit Extension
in respect of each Credit Facility shall be in an amount at least equal to the applicable Minimum Credit Extension Amount for
such Credit Facility as set forth in the Credit Facility Schedule or such lesser amount as shall remain undisbursed under the
Applicable Commitments for such Credit Facility. The date of funding for any requested Credit Extension shall be a Business Day.
To obtain a Credit Extension, Borrower shall deliver to Agent a completed Credit Extension Form executed by a Responsible Officer.
Agent may rely on any notice given by a person whom Agent reasonably believes is a Responsible Officer or designee thereof. Agent
and the Lenders shall have no duty to verify the authenticity of any such notice.


 


3.4Funding of Credit Facilities. In Agent’s discretion,
Credit Extensions may be funded by Agent on behalf of the Lenders or by the Lenders directly. If Agent elects to fund any Credit
Extension on behalf of the Lenders, upon the terms and subject to the conditions set forth in this Agreement, each Lender, severally
and not jointly, shall make available to Agent its Pro Rata Share of the requested Credit Extension, in lawful money of the United
States of America in immediately available funds, prior to 11:00 a.m. (New York time) on the specified date for the Credit Extension.
Agent (or if Agent elects to have each Lender fund its Credit Extensions to Borrower directly, each Lender) shall, unless it shall
have determined that one (1) of the conditions set forth in Section 3.1 or 3.2, as applicable, has not been satisfied, by 2:00
p.m. (New York time) on the specified date for the Credit Extension, credit the amounts received by it in like funds to Borrower
by wire transfer to the Designated Funding Account (or to the account of Borrower in respect of the Obligations, if the Credit
Extension is being made to pay an Obligation of Borrower). A Credit Extension made prior to the satisfaction of any conditions
set forth in Section 3.1 or 3.2 shall not constitute a waiver by Agent or the Lenders of Borrower’s obligation to satisfy
such conditions, and any such Credit Extension made in the absence of such satisfaction shall be made in each Lender’s discretion.


 


3.5Searches. Before the Closing
Date, and thereafter (as and when determined by Agent in its discretion), Agent shall have the right to perform, all at Borrower’s
expense, the searches described in paragraphs (a), (b), and (c) below against Borrower and any other Credit Party, the results
of which are to be consistent with Borrower’s representations and warranties under this Agreement and the reasonably satisfactory
results of which shall be a condition precedent to all Credit Extensions requested by Borrower: (a) title investigations, UCC
searches


 



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and the equivalent thereof in any foreign jurisdiction, and fixture
filings searches; (b) judgment, pending litigation, federal tax lien, personal property tax lien, and corporate and partnership
tax lien searches, in each jurisdiction searched under paragraph (a) above; and (c) searches of applicable corporate, limited liability
company, partnership and related records to confirm the continued existence, organization and good standing of the applicable Person
and the exact legal name under which such Person is organized.


 


4.       CREATION OF SECURITY INTEREST


 


4.1       Grant
of Security Interest. Borrower hereby grants Agent, for the ratable benefit of the Lenders, to secure the payment and performance
in full of all of the Obligations, a continuing security interest in, and pledges to Agent, for the ratable benefit of the Lenders,
the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower
represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first
priority perfected security interest in the Collateral, subject only to Permitted Liens that may have priority by operation of
applicable Law or by the terms of a written intercreditor or subordination agreement entered into by Agent.


 


4.2       Representations and Covenants.


 


(a)                
As of the Closing Date, Borrower has no ownership interest in any Chattel Paper, letter of credit rights, commercial tort claims,
Instruments, documents or investment property (other than as disclosed on the Disclosure Schedule attached hereto).


 


(b)                
Except for tangible Chattel Paper, Instruments, and documents with an aggregate value of less than * * *, Borrower shall
promptly (and in any event within * * * of acquiring any of the following) deliver to Agent all tangible Chattel Paper
and all Instruments and documents owned at any time by Borrower and constituting part of the Collateral duly endorsed and accompanied
by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to Agent. Borrower shall
provide Agent with “control” (as in the Code) of all electronic Chattel Paper owned by Borrower and constituting part
of the Collateral by having Agent identified as the assignee on the records pertaining to the single authoritative copy thereof
and otherwise complying with the applicable elements of control set forth in the Code. Borrower also shall deliver to Agent all
security agreements securing any such Chattel Paper and securing any such Instruments. Borrower will mark conspicuously all such
Chattel Paper and all such Instruments and Documents with a legend, in form and substance reasonably satisfactory to Agent, indicating
that such Chattel Paper and such Instruments and Documents are subject to the security interests and Liens in favor of Agent created
pursuant to this Agreement and the Financing Documents.


 


(c)                
Except for letters of credit in an aggregate amount of less than * * *, Borrower shall promptly (and in any event within
* * * of acquiring any of the following) deliver to Agent all letters of credit on which Borrower is the beneficiary
and which give rise to letter of credit rights owned by Borrower which constitute part of the Collateral in each case duly endorsed
and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to Agent.
Borrower shall take any and all actions as may be necessary or desirable, or that Agent may request, from time to time, to cause
Agent to obtain exclusive “control” (as defined in the Code) of any such letter of credit rights in a manner acceptable
to Agent.


 


(d)                
Except for commercial tort claims with an aggregate value of less than * * *, Borrower shall promptly (and in any event
within * * *) advise Agent upon Borrower becoming aware that it has any interests in any commercial tort claim that
constitutes part of the Collateral, which such notice shall include descriptions of the events and circumstances giving rise to
such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial
tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrower shall,
with respect to any such commercial tort claim, execute and deliver to Agent such documents as Agent shall request to perfect,
preserve or protect the Liens, rights and remedies of Agent with respect to any such commercial tort claim.


 



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(e)                
Except for (i) Inventory in an aggregate amount of * * *, and (ii) Clinical Trial Material, no Inventory or other Collateral
shall at any time be in the possession or control of any warehouse, consignee, bailee or any of Borrower’s agents or processors
without prior written notice to Agent and the receipt by Agent, if Agent has so requested, of warehouse receipts, consignment agreements
or bailee lien waivers (as applicable) satisfactory to Agent prior to the commencement of such possession or control. Borrower
shall, upon the request of Agent, notify any such warehouse, consignee, bailee, agent or processor of the security interests and
Liens in favor of Agent created pursuant to this Agreement and the Financing Documents, instruct such Person to hold all such Collateral
for Agent’s account subject to Agent’s instructions and shall, in Agent’s discretion, obtain an Access Agreement
or other acknowledgement from such Person that such Person holds the Collateral for Agent’s benefit; provided, however,
with respect to (i) any location occupied by Borrower on the Closing Date (other than those specifically set forth on the Post-Closing
Obligations Schedule) and (ii) any new location first occupied by Borrower after the Closing Date with respect to which new location
an Access Agreement was not required (on the basis of the exclusion set forth in clause (ii) above) to be delivered under this
Section 4.2(e) at the time of the initial occupancy of the same by Borrower, Borrower shall have * * * following the
date on which Borrower would otherwise be required to deliver an Access Agreement under this Section 4.2(e) to deliver the applicable
Access Agreement or to relocate all assets and property maintained at each such location to a location subject to an Access Agreement.


 


(f)                 
Except with respect to property evidenced by certificates of title with an aggregate value of less than * * *, upon request
of Agent, Borrower shall promptly deliver to Agent any and all certificates of title, applications for title or similar evidence
of ownership of all such tangible personal property and shall cause Agent to be named as lienholder on any such certificate of
title or other evidence of ownership. Borrower shall not permit any such tangible personal property to become fixtures to real
estate unless such real estate is subject to a Lien in favor of Agent.


 


(g)                
As of the Closing Date and each subsequent date on which the Disclosure Schedule is required to be updated pursuant to this
Agreement, all Deposit Accounts, Securities Accounts, Commodity Accounts or other bank accounts or investment accounts owned by
Borrower, together with the purpose of such accounts and the financial institutions at which such accounts reside, are listed on
the Disclosure Schedule.


 


(h)                
Borrower hereby authorizes Agent to file without the signature of Borrower one (1) or more UCC financing statements relating to
its Liens on all or any part of the Collateral, which financing statements may list Agent as the “secured party” and
Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral
under the Financing Documents (including an indication of the collateral covered by any such financing statement as “all
assets” of Borrower now owned or hereafter acquired), in such jurisdictions as Agent from time to time determines are appropriate,
and to file without the signature of Borrower any continuations of or corrective amendments to any such financing statements, in
any such case in order for Agent to perfect, preserve or protect the Liens, rights and remedies of Agent with respect to the Collateral.
Borrower also ratifies its authorization for Agent to have filed in any jurisdiction any initial financing statements or amendments
thereto if filed prior to the date hereof. Any financing statement may include a notice that any disposition of the Collateral
in contravention of this Agreement, by either Borrower or any other Person, shall be deemed to violate the rights of Agent and
the Lenders under the Code.


 


(i)                  
As of the Closing Date, Borrower does not hold, and after the Closing Date Borrower shall promptly notify Agent in writing upon
creation or acquisition by Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including,
without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which
claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other comparable
Law. Upon the request of Agent, Borrower shall take such steps as may be necessary or desirable, or that Agent may request, to
comply with any such applicable Law.


 


(j)                 
Borrower shall furnish to Agent from time to time any statements and schedules further identifying or describing the Collateral
and any other information, reports or evidence concerning the Collateral as Agent may reasonably request from time to time.


 



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5.       REPRESENTATIONS AND WARRANTIES


 


Borrower represents and warrants as follows
on the Closing Date, on the date of each Credit Extension, and on such other dates when such representations and warranties under
this Agreement are made or deemed to be made:


 


5.1       Due Organization, Authorization:
Power and Authority.


 


(a)                
Each Credit Party and each Subsidiary is duly organized, validly existing and in good standing (if applicable in such entity’s
jurisdiction of formation) as a Registered Organization in its respective jurisdiction of formation. Each Credit Party and each
Subsidiary has the power to own its assets and is qualified and licensed to do business and is in good standing (if applicable
in such jurisdiction) in any jurisdiction in which the conduct of its business or its ownership of property requires that it be
qualified except where the failure to do so could not reasonably be expected to result in a Material Adverse Change. The Financing
Documents have been duly authorized, executed and delivered by each Credit Party and constitute legal, valid and binding agreements
enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other
similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles. The execution,
delivery and performance by each Credit Party of each Financing Document executed or to be executed by it is in each case within
such Credit Party’s powers.


 


(b)                
The execution, delivery and performance by each Credit Party of the Financing Documents to which it is a party do not (i) conflict
with any of such Credit Party’s organizational documents; (ii) contravene, conflict with, constitute a default under or violate
any material provision of Law applicable to it; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction,
decree, determination or award of any Governmental Authority by which such Credit Party or any of its property or assets may be
bound or affected; (iv) require any material action by, filing, registration, or qualification with, or Required Permit from, any
Governmental Authority (except such Required Permits which have already been obtained and are in full force and effect); or (v)
constitute a default under or conflict with any Material Agreement. No Credit Party is in default under any agreement to which
it is a party or by which it is bound in which the default could reasonably be expected to result in a Material Adverse Change.


 


5.2       Litigation.
Except as disclosed on the Disclosure Schedule or, after the Closing Date, pursuant to Section 6.7, there are no actions,
suits, proceedings or investigations pending or, to the knowledge of the Responsible Officers, threatened in writing by or against
any Credit Party or any Subsidiary thereof which involves the possibility of any judgment or liability of more than * * *
or that could reasonably be expected to result in a Material Adverse Change, or which questions the validity of the Financing Documents,
or the other documents required thereby or any action to be taken pursuant to any of the foregoing, nor does any Credit Party have
reason to believe that any such actions, suits, proceedings or investigations are threatened.


 


5.3       No
Material Deterioration in Financial Condition; Financial Statements. All financial statements for the Credit Parties delivered
to Agent or any Lender fairly present, in conformity with GAAP, in all material respects the consolidated financial condition and
consolidated results of operations of such Credit Party. There has been no material deterioration in the consolidated financial
condition of any Credit Party from the most recent financial statements and projections submitted to Agent or any Lender. There
has been no material adverse deviation from the most recent annual operating plan of Borrower delivered to Agent and the Lenders.


 


5.4       Solvency.
The fair salable value of each Credit Party’s assets (including goodwill minus disposition costs) exceeds the
fair value of its liabilities. After giving effect to the transactions described in this Agreement and taking into account any
right of contribution between the Credit Parties (but without limiting Section 13.15), (a) no Credit Party is left with unreasonably
small capital in relation to its business as presently conducted, and (b) each Credit Party is able to pay its debts (including
trade debts) as they mature.


 



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5.5Subsidiaries; Investments; Margin Stock. Borrower and its
Restricted Subsidiaries do not own any stock, partnership interest or other equity securities, except for Permitted Investments.
Without limiting the foregoing, Borrower and its Restricted Subsidiaries do not own or hold any Margin Stock.


 


5.6Tax Returns and Payments; Pension Contributions. Each Credit
Party and its Restricted Subsidiaries has timely filed all required tax returns and reports, and, except for those Taxes that
are subject to a Permitted Contest, each Credit Party and its Restricted Subsidiaries has timely paid all foreign, federal, state
and material local Taxes, assessments, deposits and contributions owed by such Credit Party or Restricted Subsidiary. Other than
as disclosed to Agent in accordance with Section 6.2, Borrower is unaware of any claims or adjustments proposed for any prior
tax years of any Credit Party or any of its Restricted Subsidiaries which could result in additional Taxes becoming due and payable
by such Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with
any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of
the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (a) has
failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether
or not waived, with respect to any Pension Plan, (b) has incurred liability with respect to the withdrawal or partial withdrawal
of any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal,
(c) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007
of ERISA), (d) has had any “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder)
(other than an event for which the thirty (30)-day notice requirement is waived) occur with respect to any Pension Plan or (e)
failed to maintain (i) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable
provisions of ERISA, the IRC and other federal or state laws, and (ii) the tax qualified status of each plan (as defined above)
intended to be so qualified.


 


5.7Intellectual Property and License
Agreements. A list of all Registered Intellectual Property of each Credit Party registered in any Registered IP Disclosure
Location and all material in-bound license or sublicense agreements, exclusive out-bound license or sublicense agreements, or
other material rights of any Credit Party to use Intellectual Property (but excluding in-bound licenses of over-the-counter software
that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 6.14, is set forth on
the Intangible Assets Schedule. Such Intangible Assets Schedule shall be prepared by Borrower in the form provided
by Agent and contain all information required in such form. Except for Permitted Licenses, each Credit Party is the sole owner
of its Intellectual Property free and clear of any Liens. Each Patent is valid and enforceable and no part of the Material Intangible
Assets has been judged invalid or unenforceable, in whole or in part. To the Borrower’s knowledge, no claim has been made
that any part of the Intellectual Property violates the rights of any third party, except as could not reasonably be expected
to result in a Material Adverse Change.


 


5.8Regulatory Status. All of Borrower’s material Products
and material Regulatory Required Permits are listed on the Products Schedule and Required Permits Schedule, respectively
(as updated from time to time pursuant to Section 6.14), and Borrower has delivered to Agent a copy of all material Regulatory
Required Permits requested by Agent as of the date hereof or to the extent requested by Agent pursuant to Section 6.16. With respect
to each Product, (a) Borrower and its Restricted Subsidiaries have received, and such Product is the subject of, all Regulatory
Required Permits needed in connection with the testing, manufacture, marketing or sale of such Product as currently being conducted
by or on behalf of Borrower, and have provided Agent and each Lender with all notices and other information required by Section
6.16, (b) such Product is being tested, manufactured, marketed or sold, as the case may be, in material compliance with all applicable
Laws and Regulatory Required Permits. As of the Closing Date, there have been no Regulatory Reporting Events.


 


5.9Accuracy of Schedules and Perfection
Certificate. All information set forth in the Disclosure Schedule, Intangible Assets Schedule, the Required
Permits Schedule and the Products Schedule is, in all material respects, true, accurate and complete as of the Closing
Date, the date of delivery of the last Compliance Certificate and any other subsequent date on which Borrower is requested to
update such certificate. All information set forth in the Perfection Certificate is, in all material respects, true, accurate
and complete as of the Closing Date, the date of each Credit Extension and each other subsequent date on which Borrower delivers
an updated Perfection Certificate pursuant to Agent’s request.


 



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5.10       FCPA
and Anti-Corruption Law. For the immediately preceding five (5) year period, neither Borrower nor any of its Subsidiaries nor,
to the knowledge of Borrower, any director, officer, agent, employee or other Person acting in such capacity on behalf of Borrower
or any of its Subsidiaries, has taken any action, directly or indirectly, that would result in a violation by such Persons of the
Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or
any other applicable anti-corruption law. No part of the proceeds of the Credit Extensions shall be used, directly or indirectly,
for any payments to any governmental official or employee, political party, official of a political party, candidate for political
office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage,
in violation of the FCPA. Borrower and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption
laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.


 


		6.	AFFIRMATIVE COVENANTS 

Borrower covenants and agrees as follows:



 


6.1       Organization and Existence;
Government Compliance.


 


(a)                
Each Credit Party and its Restricted Subsidiaries shall maintain their respective legal existence and good standing in their respective
jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify could reasonably
be expected to result in a Material Adverse Change. If a Credit Party is not now a Registered Organization but later becomes one,
Borrower shall promptly notify Agent of such occurrence and provide Agent with such Credit Party’s organizational identification
number.


 


(b)                
Each Credit Party and its Restricted Subsidiaries shall comply with all Laws, ordinances and regulations to which they or their
business locations are subject, the noncompliance with which could reasonably be expected to result in a Material Adverse Change.
Each Credit Party shall obtain and keep in full force and effect and comply with all of the Required Permits, except where failure
to have or maintain compliance with or effectiveness of such Required Permit could not reasonably be expected to result in a Material
Adverse Change. Upon request of Agent or any Lender, each Credit Party shall promptly (and in any event within * * *
of such request) provide copies of any such obtained Required Permits to Agent. Borrower shall notify Agent within * * *
(but in any event prior to Borrower submitting any requests for Credit Extensions or release of any reserves) of the occurrence
of any facts, events or circumstances known to a Borrower, whether threatened, existing or pending, that could cause any Required
Permit to become limited, suspended or revoked, except where such limitation, suspension, or revocation could not reasonably be
expected to result in a Material Adverse Change. Notwithstanding the foregoing, each Credit Party shall comply with Section 6.16
as it relates to Regulatory Required Permits and to the extent that there is a conflict between this Section and Section 6.16 as
it relates to Regulatory Required Permits, Section 6.16 shall govern.


 


6.2       Financial Statements, Reports,
Certificates.


 


(a)       Each
Credit Party shall deliver to Agent and each Lender: (i) as soon as available, but no later than * * * after the last
day of each month, company prepared balance sheets, income statements, and cash flow statements for each Credit Party covering
such Credit Parties consolidated operations for such monthly certified by a Responsible Officer and in a form reasonably acceptable
to Agent; (ii) as soon as available, but no later than * * * after the last day of each of Biocryst’s fiscal quarters,
a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering such Credit
Party’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Agent and
each Lender; (iii) as soon as available, but no later than * * * after the last day of a Credit Party’s fiscal
year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an
unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent and each
Lender in its reasonable discretion; (iv) as soon as available after approval thereof by such Credit Party’s governing board,
but no later than * * * after the last day of such Credit Party’s fiscal year, and as amended and/or updated,
such Credit Party’s financial projections for the


 



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current fiscal year; (v) within * * * of delivery, copies
of all statements, reports and notices made available to all of such Credit Party’s security holders or to any holders of
Subordinated Debt; (vi) in the event that such Credit Party is or becomes subject to the reporting requirements under the Securities
Exchange Act of 1934, as amended, within * * * of filing, all reports on Forms 10-K, 10-Q and 8-K filed with the Securities
and Exchange Commission (“SEC”) or a link thereto on such Credit Party’s or another website on the Internet
(and, for avoidance of doubt, any notices required to be delivered pursuant to this Article 6 may be delivered by provision of
such SEC filings or links thereto, or by other electronic means); (vii) as soon as available, but no later than * * *
after the last day of each month, copies of the month-end account statements for each Collateral Account maintained by a Credit
Party, which statements may be provided to Agent and each Lender by Borrower or directly from the applicable institution(s); (viii)
promptly (and in any event within * * * of any request therefor) such readily available budgets, sales projections, operating
plans, financial information and other information, reports or statements regarding the Credit Parties or their respective businesses,
contractors and subcontractors reasonably requested by Agent or any Lender; and (ix) within * * * after any Credit Party
becomes aware of any claim or adjustment proposed for any prior tax years of any Credit Party or any of their Restricted Subsidiaries
which could result in additional Taxes becoming due and payable by such Credit Party or Restricted Subsidiary, notice of such claim
or adjustment.


 


(b)                
Within * * * after the last day of each month, Borrower shall deliver to Agent and each Lender with the monthly statements
described above, a duly completed Compliance Certificate signed by a Responsible Officer.


 


(c)                
Borrower shall cause each Credit Party to keep proper books of record and account in accordance with GAAP in which full, true and
correct entries shall be made of all dealings and transactions in relation to its business and activities. Upon prior written notice
and during business hours (which such limitations shall not apply if a Default or Event of Default has occurred), Borrower shall
allow, and cause each Credit Party to allow, Agent and the Lenders to visit and inspect any properties of a Credit Party, to examine
and make abstracts or copies from any Credit Party’s books, to conduct a collateral audit and analysis of its operations
and the Collateral to verify the amount and age of the accounts, the identity and credit of the respective account debtors, to
review the billing practices of the Credit Party and to discuss its respective affairs, finances and accounts with their respective
officers, employees and independent public accountants as often as may reasonably be desired. Borrower shall reimburse Agent and
each Lender for all reasonable costs and expenses associated with such visits and inspections; provided, however,
that Borrower shall be required to reimburse Agent and each Lender for such costs and expenses for no more than one (1) such visit
and inspection per twelve (12)-month period unless a Default or Event of Default has occurred during such period.


 


(d)                
Borrower shall, and shall cause each Credit Party to, deliver to Agent and each Lender, within * * * after the same are
received, copies of all correspondence, reports, documents and other filings with any Governmental Authority that could reasonably
be expected to result in a Material Adverse Change (except that reporting related to Regulatory Required Permits and/or Regulatory
Reporting Events shall be governed by Section 6.16).


 


6.3Maintenance of Property.
Borrower shall cause all equipment and other tangible personal property other than Inventory to be maintained and preserved in
the same condition, repair and in working order as of the date hereof, ordinary wear and tear excepted, and shall promptly make
or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to
such end. Borrower shall cause each Credit Party to keep all Inventory in good and marketable condition, free from material defects.
Returns and allowances between a Credit Party and its Account Debtors shall follow the Credit Party’s customary practices
as they exist at the Closing Date. Borrower shall promptly notify Agent of all returns, recoveries, disputes and claims that involve
more than * * * of Inventory collectively among all Credit Parties.


 


6.4Taxes; Pensions. Borrower
shall timely file and cause each Credit Party to timely file, all required tax returns and reports and timely pay, and cause each
Credit Party to timely pay, all foreign, federal, state, and local Taxes, assessments, deposits and contributions owed, and shall
deliver to Agent, on demand, appropriate certificates


 



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attesting to such payments; provided, however, that
a Credit Party may defer payment of any contested Taxes, so long as such Credit Party (a) in good faith contests its obligation
to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Agent in writing of
the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to
prevent the Governmental Authority levying such contested Taxes from obtaining a Lien upon any of the Collateral (such contest,
a “Permitted Contest”). Borrower shall pay, and cause each Credit Party to pay, all amounts necessary to fund
all present pension, profit sharing and deferred compensation plans in accordance with their terms. Each Credit Party and their
ERISA Affiliates shall timely make all required contributions to each Pension Plan and shall maintain each “plan” (as
defined by Section 3(3) of ERISA) in material compliance with the applicable provisions of ERISA, the Internal Revenue Code and
other federal and state laws. Borrower shall give written notice to Agent and each Lender promptly (and in any event within * * *)
upon Borrower becoming aware of any (w) Credit Party’s or any ERISA Affiliate’s failure to make any contribution required
to be made with respect to any Pension Plan not having been timely made, (x) notice of the PBGC’s, any Credit Party’s
or any ERISA Affiliate’s intention to terminate or to have a trustee appointed to administer any such Pension Plan, or (y)
complete or partial withdrawal by any Credit Party or any ERISA Affiliate from any Pension Plan.


 


6.5       Insurance.
Borrower shall, and shall cause each Credit Party to, keep its business and the Collateral insured for risks and in amounts standard
for companies in Borrower’s industry and location and as Agent may reasonably request. Insurance policies shall be in a form,
with companies, and in amounts that are satisfactory to Agent. All property policies shall have a lender’s loss payable endorsement
showing Agent as primary lender’s loss payee and waive subrogation against Agent, and all liability policies shall show,
or have endorsements showing, Agent as an additional insured. No other loss payees may be shown on the policies other than (i)
loss payees showing on such policies as of the Closing Date and (ii) as Agent shall otherwise consent in writing. If required by
Agent, all policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to
give Agent at least * * * (* * * for non-payment of premium) notice before canceling, amending, or declining
to renew its policy. At Agent’s request, Borrower shall deliver certified copies of all such Credit Party insurance policies
and evidence of all premium payments. If any Credit Party fails to obtain insurance as required under this Section 6.5 or to pay
any amount or furnish any required proof of payment to third persons and Agent, Agent may make all or part of such payment or obtain
such insurance policies required in this Section 6.5, and take any action under the policies Agent deems prudent.


 


6.6       Collateral
Accounts. Borrower shall, and shall cause each Credit Party to, provide Agent * * * prior written notice before establishing
any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Credit Party
at any time maintains (and in connection with any such Collateral Account established after the Closing Date, prior to opening
such Collateral Account), Borrower shall, and shall cause each Credit Party to, cause the applicable bank or financial institution
at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument
with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the terms hereunder,
which Control Agreement, inter alia, (a) provides that, upon written notice from Agent, such bank or financial institution
shall comply with instructions originated by Agent directing disposition of the funds in such Collateral Account without further
consent by Borrower and (b) may not be terminated without prior written consent of Agent. The provisions of the previous sentence
shall not apply to any Excluded Deposit Account; provided, however, that at all times Borrower shall maintain one
(1) or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage
and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account.


 


6.7       Notices of Material Agreements,
Litigation and Defaults; Cooperation in Litigation.


 


(a)       Borrower
shall promptly (and in any event within the time periods specified below) provide written notice to Agent and each Lender of the
following:


 


(i)       Within
* * * of Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice
or passage of time, or both, would constitute an Event of Default and which is reasonably expected by Borrower to become an Event
of Default;


 



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(ii)                
Within * * * of Borrower becoming aware of (or having reason to believe any of the following are pending or threatened
in writing) any action, suit, proceeding or investigation by or against Borrower or any Credit Party which involves the possibility
of any judgment or liability of more than * * * or that could reasonably be expected to result in a Material Adverse
Change, or which questions the validity of any of the Financing Documents, or the other documents required thereby or any action
to be taken pursuant to any of the foregoing; and


 


(iii)               
Within * * * of Borrower executing and delivering any Material Agreement or any material amendment, consent, waiver or
other modification to any Material Agreement or receiving or delivering any notice of termination or default or similar notice
in connection with any Material Agreement.


 


(b)       Borrower
shall, and shall cause each Credit Party, to provide such further information (including copies of such documentation) as Agent
or any Lender shall reasonably request with respect to any of the events or notices described in paragraph (a). From the date hereof
and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party to, make available
to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and
books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or
proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.


 


6.8       Creation/Acquisition of Subsidiaries;
Restrictions on Investments.


 


(a)                
Borrower shall provide Agent with at least * * * (or such shorter period as Agent may accept in its sole discretion)
prior written notice of its intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary
or Permitted Joint Venture. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary or Permitted
Joint Venture, Borrower and such Subsidiary shall promptly (and in any event within * * * of such creation or acquisition)
take all such action as may be reasonably required by Agent or the Required Lenders to cause each such Subsidiary (other than a
Foreign Subsidiary, an Excluded Domestic Holdco or a Permitted Joint Venture) to either, in the discretion of Agent, become a co-Borrower
hereunder or to guarantee the Obligations of Borrower under the Financing 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
shall grant and pledge to Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other
evidence of ownership of each Subsidiary and Permitted Joint Venture, except to the extent constituting Excluded Property (the
foregoing collectively, the “Joinder Requirements”); provided that Borrower shall not be permitted to
make any Investment in such Subsidiary until such time as Borrower has satisfied the Joinder Requirements, if applicable.


 


(b)                
Borrower further agrees to ensure, and cause each Restricted Subsidiary to ensure, that the total amount of cash and cash equivalents
held by all Restricted Subsidiaries (other than cash and cash equivalents held by Credit Parties in Collateral Accounts that are
subject to Agent’s first priority perfected security interest), shall not, at any time, exceed * * *. Without limiting
the forgoing or the provisions of Section 7, no Credit Party may contribute or otherwise transfer any assets to any Restricted
Subsidiary other than (i) cash and cash equivalents permitted to be invested pursuant to clauses (f) and (i) of the definition
of “Permitted Investments” and (ii) with respect to any Subsidiary that is a Permitted Joint Venture, any Permitted
License permitted pursuant to clause (j) of the definition of “Permitted Investments.”


 


(c)                
Following (i) the occurrence and continuation of an Event of Default and (ii) the exercise by Agent of any right, option or remedy
provided for hereunder, under any Financing Document or at law or in equity, Borrower shall cause each Foreign Subsidiary controlled
(directly or indirectly) by Borrower to declare and pay to Borrower the maximum amount of dividends and other distributions in
respect of its capital stock or other equity interest legally permitted to be paid by each such Foreign Subsidiary; provided
that such Foreign Subsidiary shall be able to retain for working capital purposes such amounts used by such Foreign Subsidiaries
in the Ordinary Course of Business and as are reasonably necessary for its operations based on its current projections, as provided
to Agent pursuant to Section 6.2.


 



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6.9Use of Proceeds. Borrower
shall use the proceeds of the Credit Extensions solely for (a) transaction fees incurred in connection with the Financing Documents,
(b) working capital needs of Borrower and its Subsidiaries, and (c) any other Permitted Purpose specified in the Credit Facility
Schedule for such Credit Facility. No portion of the proceeds of the Credit Extensions will be used for family, personal, agricultural
or household use or to purchase Margin Stock.


 


6.10Hazardous Materials; Remediation. 


 


(a)                
If any release or disposal of Hazardous Materials shall occur or shall have occurred on any real property or any other assets of
Borrower or any other Credit Party, Borrower will cause, or direct the applicable Credit Party to cause, the prompt containment
and removal of such Hazardous Materials and the remediation of such real property or other assets as is necessary to comply with
all Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, Borrower
shall, and shall cause each other Credit Party to, comply with each Law requiring the performance at any real property by Borrower
or any other Credit Party of activities in response to the release or threatened release of a Hazardous Material.


 


(b)                
Borrower will provide Agent within * * * after written demand therefor with a bond, letter of credit or similar financial
assurance evidencing to the reasonable satisfaction of Agent that sufficient funds are available to pay the cost of removing, treating
and disposing of any Hazardous Materials or Hazardous Materials Contamination and discharging any assessment which may be established
on any property as a result thereof, such demand to be made, if at all, upon Agent’s determination that the failure to remove,
treat or dispose of any Hazardous Materials or Hazardous Materials Contamination, or the failure to discharge any such assessment
could reasonably be expected to result in a Material Adverse Change.


 


(c)                
If there is any conflict between this Section 6.10 and any environmental indemnity agreement which is a Financing Document, the
environmental indemnity agreement shall govern and control.


 


6.11Power of Attorney. Each of the officers
of Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower (without requiring any
of them to act as such) with full power of substitution to do the following: (a) pay, contest or settle any Lien, charge, encumbrance,
security interest, and adverse claim in or to the Collateral (in each case, so long as no Default or Event of Default has occurred,
other than Permitted Liens), or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (b)
so long as Agent has provided not less than * * * prior written notice to Borrower to perform the same and Borrower
has failed to take such action, (i) execute in the name of any Person comprising Borrower any schedules, assignments, instruments,
documents, and statements that Borrower is obligated to give Agent under this Agreement or that Agent or any Lender deems necessary
to perfect or better perfect Agent’s security interest or Lien in any Collateral, (ii) do such other and further acts and
deeds in the name of Borrower that Agent may deem necessary or desirable to enforce, protect or preserve any Collateral or its
rights therein, including, but not limited to, to sign Borrower’s name on any invoice or bill of lading for any Account
or drafts against Account Debtors, and (iii) after the occurrence and during the continuance of an Event of Default, (A) endorse
the name of Borrower upon any and all checks, drafts, money orders, and other instruments for the payment of money that are payable
to Borrower; (B) make, settle, and adjust all claims under Borrower’s insurance policies; (C) take any action any Credit
Party is required to take under this Agreement or any other Financing Document; (D) transfer the Collateral into the name of Agent
or a third party as the Code permits; (E) exercise any rights and remedies described in this Agreement or the other Financing
Documents; and (F) do such other and further acts and deeds in the name of Borrower that Agent may deem necessary or desirable
to enforce its rights with regard to any Collateral.


 


6.12Further Assurances. Borrower shall, and shall cause each
Credit Party and their Restricted Subsidiaries to, promptly execute any further instruments and take further action as Agent reasonably
requests to perfect or better perfect or continue Agent’s Lien in the Collateral or to effect the purposes of this Agreement
or any other Financing Document.


 


6.13Post-Closing Obligations.
Borrower shall, and shall cause each Credit Party to, complete each of the post-closing obligations and/or deliver to Agent each
of the documents, instruments, agreements and information


 



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listed on the Post-Closing Obligations Schedule attached
hereto, on or before the date set forth for each such item thereon (as the same may be extended by Agent in writing in its reasonable
discretion), each of which shall be completed or provided in form and substance reasonably satisfactory to Agent and the Lenders.


 


6.14Disclosure Schedule Updates. Borrower shall, in the
event of any information in the Disclosure Schedule becoming in any material respect outdated, inaccurate, incomplete
or misleading, deliver to Agent, (x) if such event occurs on or after March 31st and on or before September
30th of the applicable year, together with the Compliance Certificate to be delivered under this Agreement with
respect to the period ending September 30th of such year, and (y) if such event occurs after September
30th applicable year and on or before March 31st of the following year of the, together with the
Compliance Certificate to be delivered under this Agreement with respect to the period ending March 31st of such
year, a proposed update to the Disclosure Schedule correcting all information that is outdated, inaccurate, incomplete
or misleading in any material respect; provided, however, (a) with respect to any proposed updates to the Disclosure
Schedule involving Permitted Liens, Permitted Indebtedness or Permitted Investments, Agent will replace the Disclosure
Schedule attached hereto with such proposed update only if such updated information is consistent with the definitions of
and limitations herein pertaining to Permitted Liens, Permitted Indebtedness or Permitted Investments and (b) with respect to
any proposed updates to the Disclosure Schedule involving other matters, Agent will replace the applicable portion of
the Disclosure Schedule attached hereto with such proposed update upon Agent’s approval thereof.


 


6.15Intellectual Property and Licensing.


 


(a)                
Together with each Compliance Certificate required to be delivered pursuant to Section 6.2(b) for the periods ending March 31st
and September 30th, respectively, of each year, to the extent (i) Borrower acquires and/or develops any new Registered
Intellectual Property registered in any Registered IP Disclosure Location, or (ii) Borrower enters into or becomes bound by any
additional material in-bound license or sublicense agreement, any additional exclusive out-bound license or sublicense agreement
or other agreement with respect to material rights in Intellectual Property (other than over-the-counter software that is commercially
available to the public), or (iii) there occurs any other material change in Borrower’s Registered Intellectual Property
registered in any Registered IP Disclosure Location, in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses
from that listed on the Intangible Assets Schedule, together with such Compliance Certificate, deliver to Agent an updated
Intangible Assets Schedule reflecting such updated information.


 


(b)                
If Borrower obtains any Registered Intellectual Property (other than copyrights, mask works and related applications, which are
addressed below) registered in any Registered IP Disclosure Location, Borrower shall promptly execute such intellectual property
security agreements (which shall be filed in the United States Patent and Trademark Office) and other documents and provide such
other information (including, without limitation, copies of applications) and take such other actions as Agent shall request in
its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Agent, for the
ratable benefit of Lenders, in such property. If Borrower decides to register any copyrights or mask works in the United States
Copyright Office, Borrower shall: (i) provide Agent with at least * * * prior written notice of Borrower’s intent
to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright
Office (excluding Exhibits thereto); (ii) execute an intellectual property security agreement and such other documents and provide
such other information and take such other actions as Agent may request in its good faith business judgment to perfect and maintain
a first priority perfected security interest in favor of Agent, for the ratable benefit of the Lenders, in the copyrights or mask
works intended to be registered with the United States Copyright Office; and (iii) record such intellectual property security agreement
with the United States Copyright Office contemporaneously with filing the copyright or mask work application(s) with the United
States Copyright Office.


 


(c)                
Upon Agent’s request, Borrower shall exercise its commercially reasonable efforts to obtain the consent of, or waiver by,
any person whose consent or waiver is necessary for (i) all licenses or agreements to be deemed “Collateral” and for
Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any such license
or agreement, whether now existing or entered into in the future, and (ii) Agent to have the ability in the event of a liquidation
of any Collateral to dispose of such Collateral in accordance


 



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with Agent’s rights and remedies under this Agreement and
the other Financing Documents; provided, that the requirements of this paragraph (c) shall not apply with respect to the
Seqirus UK License Agreement.


 


(d)                
Borrower shall own, or be licensed to use or otherwise have the right to use, all Material Intangible Assets. Borrower shall cause
all Registered Intellectual Property to be duly and properly registered, filed or issued in the appropriate office and jurisdictions
for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a
Material Adverse Change. Borrower shall at all times conduct its business without infringement or claim of infringement of any
Intellectual Property rights of others. Borrower shall (i) protect, defend and maintain the validity and enforceability of its
Material Intangible Assets (ii) promptly advise Agent in writing of material infringements of its Material Intangible Assets, or
of a material claim of infringement by Borrower on the Intellectual Property rights of others; and (iii) not allow, except as permitted
under Section 7.1(j), any of Borrower’s Material Intangible Assets to be abandoned, invalidated, forfeited or dedicated to
the public or to become unenforceable. Borrower shall not become a party to, nor become bound by, any material license or other
similar material agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting
a security interest in Borrower’s interest in such license or agreement or other property.


 


6.16       Regulatory Reporting and Covenants.


 


(a)                
Borrower shall notify Agent and each Lender promptly, and in any event within * * * of receiving, becoming aware of or
determining that (each, a “Regulatory Reporting Event” and collectively, the “Regulatory Reporting
Events”): (i) any Governmental Authority, specifically including the FDA is conducting or has conducted (A) if applicable,
any investigation of Borrower’s or its Subsidiaries’ manufacturing facilities and processes for any Product (or any
investigation of the facility of a contract manufacturer engaged by Borrower or is Subsidiaries in respect of a Product of which
Borrower and/or its Subsidiaries are aware), which has disclosed any material deficiencies or violations of Laws and/or the Regulatory
Required Permits related thereto or (B) an investigation or review of any Regulatory Required Permit (other than routine reviews
in the Ordinary Course of Business associated with the renewal of a Regulatory Required Permit), (ii) development, testing, and/or
manufacturing of any Product should cease, (iii) if a Product has been approved for marketing and sale, any marketing or sales
of such Product should cease or such Product should be withdrawn from the marketplace, (iv) any Regulatory Required Permit has
been revoked or withdrawn, (v) adverse clinical test results have occurred with respect to any Product, (vi) any Product recalls
or voluntary Product withdrawals from any market (other than with respect to discrete batches or lots that are not material in
quantity or amount and are not made in conjunction with a larger recall) have occurred, or (vii) any significant failures in the
manufacturing of any Product have occurred such that the amount of such Product successfully manufactured in accordance with all
specifications thereof and the required payments to be made to Borrower therefor in any month shall decrease significantly with
respect to the quantities of such Product and payments produced in the prior month, in each case of the foregoing clauses (i) –
(vii), to the extent that such event could reasonably be expected to result in a Material Adverse Change. Borrower shall provide
to Agent or any Lender such further information (including copies of such documentation) as Agent or any Lender shall reasonably
request with respect to any such Regulatory Reporting Event.


 


(b)                
Borrower shall, and shall cause each Credit Party to, obtain and, to the extent applicable, use commercially reasonable efforts
to cause all third parties to obtain, all Regulatory Required Permits necessary for compliance in all material respects with Laws
with respect to testing, manufacturing, developing, selling or marketing of Products and shall, and shall cause each Credit Party
to, maintain and comply fully and completely in all respects with all such Regulatory Required Permits, the noncompliance with
which could reasonably be expected to result in a Material Adverse Change. In the event Borrower or any Credit Party obtains any
new material Regulatory Required Permit or any information on the Required Permits Schedule becomes outdated, inaccurate,
incomplete or misleading, Borrower shall, together with the next Compliance Certificate required to be delivered under this Agreement
after such event or within * * *, if earlier, provide Agent with an updated Required Permits Schedule including
such updated information.


 


(c)                
If, after the Closing Date, (i) Borrower determines to manufacture, sell, develop, test or market any new material Product (by
itself or through a third party), Borrower shall deliver prior written notice to Agent of


 



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such determination (which shall include a brief description of such
Product) and (x) if such determination occurs on or after March 31st and on or before September 30th of the
applicable year, together with the Compliance Certificate to be delivered under this Agreement with respect to the period ending
September 30th of such year, and (y) if such determination occurs after September 30th applicable year and
on or before March 31st of the following year of the, together with the Compliance Certificate to be delivered under
this Agreement with respect to the period ending March 31st of such year, shall provide an updated Intangible Assets
Schedule, Products Schedule and Required Permits Schedule (and copies of such Required Permits as Agent may request)
reflecting updates related to such determination.


 


6.17       Peramivir
SPE. Notwithstanding any provision to the contrary herein, the Peramivir SPE shall, and BioCryst shall cause the Peramivir
SPE to, (a) comply with each of the covenants set forth on the SPE Covenant Schedule attached hereto (the “SPE Covenants”)
and (b) include each of the covenants set forth on the SPE Covenant Schedule attached hereto in the organizational documents of
the Peramivir SPE.


 


6.18       JPR Royalty Sub.


 


(a)                
Until discharge of the Indenture pursuant to and in accordance with Section 11.1 thereof, Biocryst hereby agrees that it shall,
to the extent required by the Indenture and other Deal Documents (as defined in the Indenture), and all agreements and documents
entered into from time to time in connection therewith (including, without limitation, any amendments or modifications thereof)
and not otherwise prohibited pursuant to the terms of the Financing Documents, perform (i) its obligations under the Royalty Hedge
Documents, (ii) such administrative activities necessary to maintain the continuing existence of JPR Royalty Sub, such as completing
required annual registration or report filings with state filing offices, and (iii) such activities in the Ordinary Course of Business
incidental to its ownership of the equity interests of JPR Royalty Sub, to the extent that failure perform any of the foregoing
activities described in clauses (a)(i), (ii) and (iii) could reasonably be expected to result in a Material Adverse Change.


 


(b)                
Until discharge of the Indenture pursuant to and in accordance with Section 11.1 thereof, it shall constitute a breach of this
Section 6.18(b) by Borrowers if JPR Royalty Sub shall (i) transact or engage in any activities, business or operations or consummate
any transactions other than the performance of its obligations and activities reasonably incidental thereto under the Indenture
and the other Deal Documents, and all agreements and documents entered into from time to time in connection therewith (including,
without limitation, any amendments or modifications thereof), (ii) amend the terms of the Indenture or the other Deal Documents
in a manner that is materially adverse to Agent or any Lender or that could reasonably be expected to result in a Material Adverse
Change, (iii) allow its organizational documents to be modified in a manner (A) that is adverse to Agent or any Lender in any material
respect, (B) that could reasonably be expected to result in a Material Adverse Change or (C) that would have the effect of eliminating
or modifying any of the “special purpose entity” restrictions set forth in such organizational documents (iv) violate
the “special purpose entity” restrictions set forth in such organizational documents in any material respect or (v)
merge or consolidate with any other entity.


 


(c)                
Following discharge of the Indenture pursuant to and accordance with Section 11.1 thereof, Borrower shall, within * * *
or, if not then permitted pursuant to the Indenture or other Deal Documents, within * * * of such first date thereafter
as may be permitted under the Indenture and such other Deal Documents, and at its election, either (a) dissolve JPR Royalty Sub
and liquidate its assets into Borrower or (b) take such actions required by Agent to cause JPR Royalty Sub to become a Borrower
or Credit Party under the Financing Documents pursuant to the Joinder Requirements set forth in Section 6.8 with respect to newly
formed or acquired Subsidiaries.


 


7.       NEGATIVE COVENANTS


 


Borrower shall not do, nor shall it permit
any Credit Party or any of its Restricted Subsidiaries to do, any of the following without the prior written consent of Agent:


 



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7.1Dispositions. Convey, sell, abandon, lease, license, transfer,
assign or otherwise dispose of (collectively, “Transfer”) all or any part of its business or property, except
for (a) sales, transfers or dispositions of Inventory in the Ordinary Course of Business or that is no longer used or useful in
Borrower’s business; (b) sales or abandonment of (i) worn-out or obsolete Equipment or (ii) other Equipment that is no longer
used or useful in the business of Borrower with a fair salable value not to exceed * * * in the aggregate for all such
Equipment; (c) to the extent constituting a Transfer, Permitted Liens; (d) to the extent they may constitute a Transfer, Permitted
Investments; (e) Permitted Licenses; (f) dispositions of Clinical Trial Material that, in the good faith determination of Borrower,
is no longer used or useful in the conduct of the business of Borrower and its Subsidiaries; (g) dispositions of Inventory and
Clinical Trial Material to licensees in connection with, and pursuant to reasonable and customary terms of, a Permitted Licenses;
(h) the sale, transfer, or disposition of the Patheon Inventory pursuant to Section 3.4 of the Seqirus UK License Agreement; (i)
Transfers among Borrowers; provided that no such Transfer shall be permitted that would cause a violation of the SPE Covenants;
(j) abandonment of Intellectual Property rights in the Ordinary Course of Business that, in the good faith determination of Borrower,
are obsolete, no longer used or useful in the conduct of the business of Borrower and its Subsidiaries or the cost of maintaining
such Intellectual Property would outweigh the benefit to Borrower and its Subsidiaries of so maintaining it; (k) dispositions
of accounts receivable to a third party in connection with the compromise, settlement or collection thereof in the Ordinary Course
of Business exclusive of factoring or similar arrangements; and (m) leases of tangible personal property and real property in
the Ordinary Course of Business to third parties for fair and reasonable consideration.


 


7.2Changes in Business, Management, Ownership or Business Locations.
(a) Engage in, or permit any of its Subsidiaries to engage in, any business other than the businesses currently engaged in
by Borrower, such Credit Party or such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c)
(i) have a change in senior management where an interim replacement, as approved by Borrower’s or such Credit Party’s
board of directors, has not been named and hired by not later than * * * after such change, or (ii) enter into any transaction
or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions
provide for either (A) the indefeasible payment in full of the Obligations substantially concurrently therewith or (B) the consent
of Agent and the Lenders as a condition precedent to the consummation thereof; (d) add any new offices or business locations,
or enter into any new leases with respect to existing offices or business locations without first delivering a fully-executed
Access Agreement to Agent (except as otherwise provided below); (e) change its jurisdiction of organization; (f) change its organizational
structure or type; (g) change its legal name; (h) change any organizational number (if any) assigned by its jurisdiction of organization.
Notwithstanding the foregoing, in the case of subpart (d) above, provided that the applicable lease or license agreement,
or applicable law, does not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licensee, subpart
(d) shall not restrict leases or licenses for (x) such new or existing offices or business locations containing less than * * *
in Borrower’s assets or property and not containing Borrower’s Books and (y) any new or existing business location
constituting a warehouse, consignee or bailee location that does not contain any of Borrower’s Books and would not otherwise
require an Access Agreement pursuant to Section 4.2(e).


 


7.3Mergers or Acquisitions.
Merge or consolidate with any other Person, or acquire all or substantially all of the capital stock or property of another Person,
provided, however, that (a) a Credit Party may merge or consolidate into another Credit Party, (b) a Domestic Subsidiary
may merge or consolidate into another Domestic Subsidiary that is a Credit Party, (c) a Domestic Subsidiary that is not a Credit
Party may merge or consolidate into another Domestic Subsidiary and (d) a Foreign Subsidiary may merge or consolidate into another
Foreign Subsidiary, so long as, in each case, (i) Borrower has provided Agent with prior written notice of such transaction, (ii)
if a Credit Party is a party thereto, a Person already comprising a Credit Party shall be the surviving legal entity, (iii) if
the Borrower is a party thereto, the Borrower shall be the surviving legal entity, (d) if a Credit Party is a party thereto, the
surviving Credit Party’s tangible net worth is not thereby reduced, (e) no Event of Default has occurred and is continuing
prior thereto or arises as a result therefrom provided, further, that, notwithstanding the foregoing, Peramivir SPE shall
not be entitled to enter into any such merger, consolidation or acquisition if doing so would cause a violation of the SPE Covenants
and (f) dissolutions or liquidations by Credit Parties of their Subsidiaries (other than any Borrower) so long as any assets of
such dissolved or liquidated Person are transferred to a Borrower.


 



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7.4Indebtedness. (a) Create, incur, assume, or be liable for
any Indebtedness other than Permitted Indebtedness or (b) purchase, redeem, defease or prepay any principal of, premium, if any,
interest or other amount payable in respect of any Indebtedness (other than with respect to the Obligations as described in Section
2.3) prior to its maturity or scheduled payment date, as applicable.


 


7.5Encumbrance. (a) Create, incur, allow, or suffer any Lien
on any of its property, except for Permitted Liens, (b) permit any Collateral to fail to be subject to the first priority security
interest granted herein except for Permitted Liens that may have priority by operation of applicable Law or by the terms of a
written intercreditor or subordination agreement entered into by Agent, or (c) enter into any agreement, document, instrument
or other arrangement (except with or in favor of Agent) with any Person which directly or indirectly prohibits or has the effect
of prohibiting Borrower or any Restricted Subsidiary from assigning, mortgaging, pledging, granting a security interest in or
upon, or encumbering any of Borrower’s or any Restricted Subsidiary’s Collateral, except as is otherwise permitted
in the definition of “Permitted Liens” herein.


 


7.6Maintenance of Collateral Accounts. Maintain any Collateral
Account, except pursuant to the terms of Section 6.6 hereof.


 


7.7Distributions; Investments; Margin Stock. (a) Pay any dividends
(other than (i) dividends payable solely in common stock and (ii) dividends paid to BioCryst by any Subsidiary thereof (or by
any Subsidiary of BioCryst to its direct parent entity)) or make any distribution or payment with respect to or redeem, retire
or purchase or repurchase any of its equity interests (other than repurchases pursuant to the terms of employee stock purchase
plans, employee restricted stock agreements or similar plans), or (b) directly or indirectly make any Investment (including, without
limitation, any additional Investment in any Subsidiary) other than Permitted Investments. Without limiting the foregoing, Borrower
shall not, and shall not permit any of its Restricted Subsidiaries or any Credit Party to, purchase or carry Margin Stock.


 


7.8Transactions with Affiliates. Directly or indirectly enter
into or permit to exist any material transaction with any Affiliate of any Credit Party, except for (a) transactions that are
in the Ordinary Course of Business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained
in an arm’s length transaction with a non-affiliated Person, (b) transactions permitted by Section 7.7(a) of this Agreement,
and (c) transactions exclusively among Credit Parties not otherwise prohibited by this Agreement, including with respect to the
Peramivir SPE, by the SPE Covenants.


 


7.9Subordinated Debt. (a) Make or permit any payment on any
Subordinated Debt, except to the extent expressly permitted to be made pursuant to the terms of the Subordination Agreement to
which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt other than
as may be expressly permitted pursuant to the terms of any applicable Subordination Agreement to which such Subordinated Debt
is subject.


 


7.10Compliance. Become an “investment
company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended
or undertake as one of its important activities extending credit to purchase or carry Margin Stock, or use the proceeds of any
Credit Extension for that purpose; (a) fail, or permit any ERISA Affiliate to fail, to meet “minimum funding standards”
(as defined in Section 412 of the Internal Revenue Code or Section 302 of ERISA), whether or not waived, (b) permit (with respect
to any Credit Party, any Restricted Subsidiary of any Credit Party or any ERISA Affiliate thereof) a “reportable event”
as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the thirty (30)-day
notice requirement is waived) to occur, (c) engage in any “prohibited transaction” within the meaning of Section 406
of ERISA or Section 4975 of the Internal Revenue Code that could result in liability in excess of * * * in the aggregate
or that could reasonably be expected to result in a Material Adverse Change; (d) fail to comply with the Federal Fair Labor Standards
Act that could result in liability in excess of * * * in the aggregate or that could reasonably be expected to result
in a Material Adverse Change; (e) permit (with respect to any Credit Party, any Restricted Subsidiary of any Credit Party or any
ERISA Affiliate thereof) the withdrawal from participation in any Pension Plan, or (f) incur, or permit any


 



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Credit Party, any Restricted Subsidiary of any Credit Party or any
ERISA Affiliate thereof to incur, any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA).


 


7.11       Amendments
to Organization Documents and Material Agreements. Amend, modify or waive any provision of (a) any Material Agreement in a
manner that is materially adverse to Borrower or its Restricted Subsidiaries, that is adverse to Agent or any Lender, that pertains
to rights to assign or grant a security interest in such Material Agreement or that could or could reasonably be expected to result
in a Material Adverse Change, or (b) any of its organizational documents (other than a change in registered agents, or a change
that could not adversely affect the rights of Agent or Lenders hereunder, but, for the avoidance of doubt, under no circumstances
a change of its name, type of organization or jurisdiction of organization), in each case, without the prior written consent of
Agent. Borrower shall provide to Agent copies of all amendments, waivers and modifications of any Material Agreement or organizational
documents. Without limiting the foregoing, no Borrower shall allow the Intercompany License Agreement to be terminated without
Agent’s prior written consent.


 


7.12       Compliance
with Anti-Terrorism Laws. Directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts
with any Person listed on the OFAC Lists. Borrower shall immediately notify Agent if Borrower has knowledge that Borrower or any
Subsidiary, Affiliate or direct or indirect parent of a joint venture is listed on the OFAC Lists or (a) is convicted on, (b) pleads
nobo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate
crimes to money laundering. Borrower will not, nor will Borrower permit any Subsidiary, Affiliate or direct or indirect parent
of a joint venture to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked
Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit
of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property
blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire
to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. Agent hereby notifies Borrower that pursuant to
the requirements of Anti-Terrorism Laws, and Agent’s policies and practices, Agent is required to obtain, verify and record
certain information and documentation that identifies Borrower and its principals, which information includes the name and address
of Borrower and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism
Laws.


 


7.13       Joint Ventures. 


 


(a)                
No Borrower will, nor will it permit any Subsidiary to, commingle any of its assets (including any bank accounts, cash or cash
equivalents) with the assets of any joint venture, including any Permitted Joint Venture.


 


(b)                
No Borrower will, nor will it permit any Subsidiary to, enter into or own any interest in a joint venture that is not itself a
corporation or limited liability company or other legal entity in respect of which the equity holders are not liable for the obligations
of such entity as a matter of law.


 


8.                  
RESERVED


 


9.                  
RESERVED


 


10.               
EVENTS OF DEFAULT


 


10.1       Events
of Default. The occurrence of any of the following conditions and/or events, whether voluntary or involuntary, by operation
of law or otherwise, shall constitute an “Event of Default” and Credit Parties shall thereupon be in default
under this Agreement and each of the other Financing Documents:


 


(a)       Borrower
fails to (i) make any payment of principal or interest on any Credit Extension on its due date, or (ii) pay any other Obligations
within * * * after such Obligations are due and payable


 



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(which * * * grace period shall not apply to
payments due on the Maturity Date or the date of acceleration pursuant to Section 10.2 hereof);


 


(b)                
any Credit Party defaults in the performance of or compliance with any term contained in this Agreement or in any other Financing
Document (other than occurrences described in other provisions of this Section 10.1 for which a different grace or cure period
is specified or for which no grace or cure period is specified and thereby constitute immediate Events of Default) and such default
is not remedied by the Credit Party or waived by Agent within * * * after the earlier of (i) the date of receipt by Borrower
of notice from Agent or the Required Lenders of such default, or (ii) the date an officer of such Credit Party becomes aware, or
through the exercise of reasonable diligence should have become aware, of such default; provided, however, that if
the default cannot by its nature be cured within the * * * period or cannot after diligent attempts by Borrower be cured
within such * * * period, and such default is likely to be cured within a reasonable time, then Borrower shall have an
additional reasonable period (which shall not in any case exceed * * * following such initial * * * period)
to attempt to cure such default, and within such reasonable time period the failure to have cured such default shall not be deemed
an Event of Default;


 


(c)                
any Credit Party defaults in the performance of or compliance with any term contained in Section 6.2, 6.4, 6.5, 6.6, 6.7(a), 6.8,
6.9, 6.10, 6.13, 6.15, 6.16, 6.18 or Article 7;


 


(d)                
any representation, warranty, certification or written statement made by any Credit Party, and holder of Subordinated Debt or any
other Person acting for or on behalf of a Credit Party or a holder of Subordinated Debt (i) in any Financing Document or in any
certificate, financial statement or other document delivered pursuant to any Financing Document, or (ii) to induce Agent and/or
Lenders to enter into this Agreement or any Financing Document is incorrect in any respect (or in any material respect if such
representation, warranty, certification or written statement is not by its terms already qualified as to materiality) when made
(or deemed made);


 


(e)                
(i) any Credit Party or any Restricted Subsidiary thereof defaults under or breaches any Material Agreement (after any applicable
grace period contained therein), or a Material Agreement shall be terminated by a third party or parties thereto prior to the expiration
thereof, or there is a loss of a material right of a Credit Party under any Material Agreement to which it is a party, in each
case which could reasonably be expected to result in a Material Adverse Change, (ii) (A) any Credit Party or an Restricted Subsidiary
thereof fails to make (after any applicable grace period) any payment when due (whether due because of scheduled maturity, required
prepayment provisions, acceleration, demand or otherwise) on any Indebtedness (other than the Obligations) of such Credit Party
or such Restricted Subsidiary having an aggregate principal amount (including undrawn committed or available amounts and including
amounts owing to all creditors under any combined or syndicated credit arrangement) of more than * * * (“Material
Indebtedness”), (B) any other event shall occur or condition shall exist under any contractual obligation relating to
any such Material Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of (without
regard to any subordination terms with respect thereto), the maturity of such Material Indebtedness or (C) any such Material Indebtedness
shall become or be declared to be due and payable, or be required to be prepaid, redeemed, defeased or repurchased (other than
by a regularly scheduled required prepayment), prior to the stated maturity thereof, (iii) any Credit Party defaults (beyond any
applicable grace period) under any obligation for payments due or otherwise under any lease agreement for such Credit Party’s
principal place of business or any place of business that meets the criteria for the requirement of an Access Agreement under Section
7.2 or for which an Access Agreement exists or was required to be delivered, (iv) the occurrence of any breach or default under
any terms or provisions of any Subordinated Debt Document or under any agreement subordinating the Subordinated Debt to all or
any portion of the Obligations, or the occurrence of any event requiring the prepayment of any Subordinated Debt, or the delivery
of any notice with respect to any Subordinated Debt or pursuant to any Subordination Agreement that triggers the start of any standstill
or similar period under any Subordination Agreement, or (v) Borrower makes any payment on account of any Indebtedness that has
been subordinated to any of the Obligations, other than payments specifically permitted by the terms of such subordination;


 


(f)                 
(i) any Credit Party or any Restricted Subsidiary shall generally not pay its debts as such debts become due, shall admit in writing
its inability to pay its debts generally, (ii) any Credit Party or any Restricted


 



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Subsidiary shall make a general assignment for the benefit of creditors,
or shall cease doing business as a going concern, (iii) any proceeding shall be instituted by or against any Credit Party or any
Restricted Subsidiary in any jurisdiction seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, composition of it or its debts or any similar order, in each case
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief
or the appointment of a custodian, receiver, trustee, conservator, liquidating agent, liquidator, other similar official or other
official with similar powers, in each case for it or for any substantial part of its property and, in the case of any such proceedings
instituted against (but not by or with the consent of) such Credit Party or Restricted Subsidiary, either such proceedings shall
remain undismissed or unstayed for a period of * * * or more or any action sought in such proceedings shall occur or
(iv) any Credit Party or any Restricted Subsidiary thereof shall take any corporate or similar action or any other action to authorize
any action described in clause (i)-(iii) above;


 


(g)                
(i) the service of process seeking to attach, execute or levy upon, seize or confiscate any Collateral Account, any Intellectual
Property, or any funds of any Credit Party on deposit with Agent, any Lender or any Affiliate of Agent or any Lender, or (ii) a
notice of lien, levy, or assessment is filed against any assets of a Credit Party by any government agency, and the same under
clauses (i) and (ii) hereof are not discharged or stayed (whether through the posting of a bond or otherwise) prior to the earlier
to occur of * * * after the occurrence thereof or such action becoming effective;


 


(h)                
(i) any court order enjoins, restrains, or prevents Borrower from conducting any material part of its business, (ii) the institution
by any Governmental Authority of criminal proceedings against any Credit Party or its Restricted Subsidiary, or (iii) one (1) or
more judgments or orders for the payment of money (not paid or fully covered by insurance and as to which the relevant insurance
company has acknowledged coverage in writing) aggregating in excess of * * * shall be rendered against any or all Credit
Parties or their Restricted Subsidiaries and either (A) enforcement proceedings shall have been commenced by any creditor upon
any such judgments or orders, or (B) there shall be any period of * * * during which a stay of enforcement of any such
judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect,


 


(i)                  
any Lien created by any of the Financing Documents shall at any time fail to constitute a valid and perfected Lien on all of the
Collateral purported to be encumbered thereby, subject to no prior or equal Lien except Permitted Liens, or any Credit Party shall
so assert; any provision of any Financing Document shall fail to be valid and binding on, or enforceable against, a Credit Party,
or any Credit Party shall so assert;


 


(j)                 
(i) a Change in Control occurs or (ii) any Credit Party or direct or indirect equity owner in a Credit Party shall enter into an
agreement which contemplates a Change in Control (unless such agreement is either (A) non-binding on such Credit Party or (B) provides
for, as a condition precedent to the consummation of such agreement, either (I) the indefeasible payment in full in cash of all
Obligations or (II) the consent of Agent and Lenders);


 


(k)                
any Required Permit shall have been (i) revoked, rescinded, suspended, modified in a materially adverse manner or not renewed in
the Ordinary Course of Business for a full term, or (ii) subject to any decision by a Governmental Authority that designates a
hearing with respect to any applications for renewal of any of such Required Permit or that could result in the Governmental Authority
taking any of the actions described in clause (i) above, and such decision or such revocation, rescission, suspension, modification
or non-renewal results in, or could reasonably be expected to result in, a Material Adverse Change;


 


(l)                  
(i) the voluntary withdrawal or institution of any action or proceeding by the FDA or similar Governmental Authority to order
the withdrawal of the RAPIVAB Product from the market in the United States, Canada, or Europe, or to enjoin Borrower, its Restricted
Subsidiaries or any representative of Borrower or its Restricted Subsidiaries from manufacturing, marketing, selling or distributing
any RAPIVAB Product in the United States, Canada, or Europe, (ii) the voluntary withdrawal or institution of any action or proceeding
by the FDA or similar Governmental Authority to order the withdrawal of any other Product or Product category from the market
or to enjoin Borrower, its Restricted Subsidiaries or any representative of Borrower or its Restricted Subsidiaries


 



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from manufacturing, marketing, selling or distributing such other
Product or Product category, which could reasonably be expected to result in a Material Adverse Change, (iii) the institution of
any action or proceeding by any DEA, FDA, or any other Governmental Authority to revoke, suspend, reject, withdraw, limit, or restrict
any Regulatory Required Permit held by Borrower, its Restricted Subsidiaries or any representative of Borrower or its Restricted
Subsidiaries, which, in each case, has or could reasonably be expected to result in a Material Adverse Change, (iv) the commencement
of any enforcement action against Borrower, its Restricted Subsidiaries or any representative of Borrower or its Restricted Subsidiaries
(with respect to the business of Borrower or its Subsidiaries) by DEA, FDA, or any other Governmental Authority which has or could
reasonably be expected to result in a Material Adverse Change, or (v) the occurrence of adverse test results in connection with
a Product which could reasonably be expected to result in a Material Adverse Change;


 


(m)              
if Borrower is or becomes an entity whose equity is registered with the SEC, and/or is publicly traded on and/or registered with
a public securities exchange, Borrower’s equity fails to remain registered with the SEC in good standing, and/or such equity
fails to remain publicly traded on and registered with a public securities exchange; or


 


(n)                
the occurrence of any fact, event or circumstance that could reasonably be expected to result in a Material Adverse Change.


 


All cure periods provided for in this Section 10.1 shall run concurrently
with any cure period provided for in any applicable Financing Documents under which the default occurred.


 


10.2       Rights and Remedies.


 


(a)                
Upon the occurrence and during the continuance of an Event of Default, Agent may, and at the written direction of any Lender shall,
without notice or demand, do any or all of the following: (i) deliver notice of the Event of Default to Borrower, (ii) by notice
to Borrower declare all Obligations immediately due and payable (but if an Event of Default described in Section 10.1(f) occurs
all Obligations shall be immediately due and payable without any action by Agent or the Lenders), or (iii) by notice to Borrower
suspend or terminate the obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under
this Agreement or under any other agreement between any Credit Party and Agent and/or the Lenders (but if an Event of Default described
in Section 10.1(f) occurs all obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit
under this Agreement or under any other agreement between Borrower and Agent and/or the Lenders shall be immediately terminated
without any action by Agent or the Lenders).


 


(b)                
Without limiting the rights of Agent and the Lenders set forth in Section 10.2(a) above, upon the occurrence and during the continuance
of an Event of Default, Agent shall have the right, without notice or demand, to do any or all of the following:


 


(i)                  
with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral
from the premises or store it on the premises, and foreclose upon and/or sell, lease or liquidate, the Collateral, in whole or
in part;


 


(ii)                
apply to the Obligations (A) any balances and deposits of any Credit Party that Agent or any Lender or any Affiliate of Agent or
a Lender holds or controls, or (B) any amount held or controlled by Agent or any Lender or any Affiliate of Agent or a Lender owing
to or for the credit or the account of any Credit Party;


 


(iii)               
settle, compromise or adjust and grant releases with respect to disputes and claims directly with Account Debtors for amounts on
terms and in any order that Agent considers advisable, notify any Person owing any Credit Party money of Agent’s security
interest in such funds, and verify the amount of such Account;


 


(iv)              
make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest
in the Collateral. Borrower shall assemble the Collateral if Agent requests and


 



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make it available as Agent designates. Agent may also render any
or all of the Collateral unusable at a Credit Party’s premises and may dispose of such Collateral on such premises without
liability for rent or costs. Borrower grants Agent a license to enter and occupy any of its premises, without charge, to exercise
any of Agent’s rights or remedies;


 


(v)                
pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses
incurred;


 


(vi)              
ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, and/or advertise for sale, the Collateral. Agent is
hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, patents, copyrights,
mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar
property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral (and including
in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof) and, in connection with Agent’s exercise of its rights under this
Article 10, Borrower’s rights under all licenses and all franchise agreements shall be deemed to inure to Agent for the benefit
of the Lenders;


 


(vii)             
place a “hold” on any account maintained with Agent or the Lenders or any Affiliate of Agent or a Lender and/or deliver
a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or
similar agreements providing control of any Collateral;


 


(viii)           
demand and receive possession of the Books of Borrower and the other Credit Parties; and


 


(ix)              
exercise all other rights and remedies available to Agent under the Financing Documents or at law or equity, including all remedies
provided under the Code (including disposal of the Collateral pursuant to the terms thereof).


 


10.3Notices. Any notice that Agent is required to give to a
Credit Party under the UCC of the time and place of any public sale or the time after which any private sale or other intended
disposition of the Collateral is to be made shall be deemed to constitute reasonable notice if such notice is given in accordance
with this Agreement at least five (5) days prior to such action.


 


10.4Protective Payments. If any Credit Party fails to pay or
perform any covenant or obligation under this Agreement or any other Financing Document, Agent may pay or perform such covenant
or obligation, and all amounts so paid by Agent are Protective Advances and immediately due and payable, bearing interest at the
then highest applicable rate for the Credit Facilities hereunder, and secured by the Collateral. No such payments or performance
by Agent shall be construed as an agreement to make similar payments or performance in the future or constitute Agent’s
waiver of any Event of Default.


 


10.5Liability for Collateral No
Waiver; Remedies Cumulative. So long as Agent and the Lenders comply with reasonable banking practices regarding the safekeeping
of the Collateral in the possession or under the control of Agent and the Lenders, Agent and the Lenders shall not be liable or
responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value
of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of
loss, damage or destruction of the Collateral. Agent’s failure, at any time or times, to require strict performance by Borrower
of any provision of this Agreement or any other Financing Document shall not waive, affect, or diminish any right of Agent thereafter
to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by Agent
and then is only effective for the specific instance and purpose for which it is given. Agent’s rights and remedies under
this Agreement and the other Financing Documents are cumulative. Agent has all rights and remedies provided under the Code, by
Law, or in equity. Agent’s exercise of one (1) right or remedy is not an election, and Agent’s waiver of any Event
of Default is not a continuing waiver. Agent’s delay in exercising any remedy is not a waiver, election, or acquiescence.


 



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10.6Application of Payments and Proceeds. Notwithstanding
anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a)
Borrower, for itself and the other Credit Parties, irrevocably waives the right to direct the application of any and all payments
at any time or times thereafter received by Agent from or on behalf of Borrower of all or any part of the Obligations, and, as
between Borrower and the Credit Parties on the one hand and Agent and the Lenders on the other, Agent shall have the continuing
and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may
deem advisable notwithstanding any previous application by Agent, and (b) unless Agent and the Lenders shall agree otherwise,
the proceeds of any sale of, or other realization upon all or any part of the Collateral shall be applied: first, to the
Protective Advances; second, to accrued and unpaid interest on the Obligations (including any interest which, but for the
provisions of the United States Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of
the Obligations outstanding; and fourth, to any other indebtedness or obligations of the Credit Parties owing to Agent
or any Lender under the Financing Documents. Borrower shall remain fully liable for any deficiency. Any balance remaining shall
be delivered to Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction
may direct. Unless Agent and the Lenders shall agree otherwise, in carrying out the foregoing, (x) amounts received shall be applied
in the numerical order provided until exhausted prior to the application to the next succeeding category, and (y) each of the
Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts
available to be applied pursuant thereto for such category.


 


10.7Waivers.


 


(a)             
Except as otherwise provided for in this Agreement and to the fullest extent permitted by applicable law, each Borrower waives:
(i) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default,
nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all Financing Documents and hereby ratifies
and confirms whatever Agent or the Lenders may do in this regard; (ii) all rights to notice and a hearing prior to Agent’s
or any Lender’s entry upon the premises of a Borrower, the taking possession or control of, or to Agent’s or any Lender’s
replevy, attachment or levy upon, any Collateral or any bond or security which might be required by any court prior to allowing
Agent or any Lender to exercise any of its remedies; and (iii) the benefit of all valuation, appraisal and exemption Laws. Each
Borrower acknowledges that it has been advised by counsel of its choices and decisions with respect to this Agreement, the other
Financing Documents and the transactions evidenced hereby and thereby.


 


(b)             
Each Borrower for itself and all of its successors and assigns, (i) agrees that its liability shall not be in any manner affected
by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by any Lender; (ii) consents to
any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Agent or any Lender with
respect to the payment or other provisions of the Financing Documents, and to any substitution, exchange or release of the Collateral,
or any part thereof, with or without substitution, and agrees to the addition or release of Borrower, endorsers, guarantors, or
sureties, or whether primarily or secondarily liable, (without notice to any other Borrower and without affecting its liability
hereunder); (iii) agrees that its liability shall be unconditional and without regard to the liability of any other Borrower, Agent
or any Lender for any tax on the indebtedness; and (iv) to the fullest extent permitted by law, expressly waives the benefit of
any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to
or in conflict with the foregoing.


 


(c)              
To the extent that Agent or any Lender may have acquiesced in any noncompliance with any requirements or conditions precedent
to the closing of the Credit Facilities or to any subsequent disbursement of Credit Extensions, such acquiescence shall not be
deemed to constitute a waiver by Agent or any Lender of such requirements with respect to any future Credit Extensions and Agent
may at any time after such acquiescence require Borrower to comply with all such requirements. Any forbearance by Agent or a Lender
in exercising any right or remedy under any of the Financing Documents, or otherwise afforded by applicable law, including any
failure to accelerate the maturity date of the Credit Facilities, shall not be a waiver of or preclude the exercise of any right
or remedy nor shall it serve as a novation of the Financing Documents or as a reinstatement of the Obligations or a waiver of
such right of acceleration or the right to insist upon strict compliance of the terms of the Financing Documents. Agent’s
or any Lender’s acceptance of payment of any sum secured by any of the Financing


 



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Documents after the due date of such payment shall not be a waiver
of Agent’s and such Lender’s right to either require prompt payment when due of all other sums so secured or to declare
a default for failure to make prompt payment. The procurement of insurance or the payment of taxes or other Liens or charges by
Agent as the result of an Event of Default shall not be a waiver of Agent’s right to accelerate the maturity of the Obligations,
nor shall Agent’s receipt of any condemnation awards, insurance proceeds, or damages under this Agreement operate to cure
or waive any Credit Party’s default in payment of sums secured by any of the Financing Documents.


 


(d)                
Without limiting the generality of anything contained in this Agreement or the other Financing Documents, each Borrower agrees
that if an Event of Default is continuing (i) Agent and the Lenders shall not be subject to any “one action” or “election
of remedies” law or rule, and (ii) all Liens and other rights, remedies or privileges provided to Agent or the Lenders shall
remain in full force and effect until Agent or the Lenders have exhausted all remedies against the Collateral and any other properties
owned by Borrower and the Financing Documents and other security instruments or agreements securing the Obligations have been foreclosed,
sold and/or otherwise realized upon in satisfaction of Borrower’s obligations under the Financing Documents.


 


(e)                
Neither Agent nor any Lender shall be under any obligation to marshal any assets in payment of any or all of the Obligations. Nothing
contained herein or in any other Financing Document shall be construed as requiring Agent or any Lender to resort to any part of
the Collateral for the satisfaction of any of Borrower’s obligations under the Financing Documents in preference or priority
to any other Collateral, and Agent may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion
in respect of Borrower’s obligations under the Financing Documents. To the fullest extent permitted by law, each Borrower,
for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Collateral any equitable right
otherwise available to any Credit Party which would require the separate sale of any of the Collateral or require Agent or the
Lenders to exhaust their remedies against any part of the Collateral before proceeding against any other part of the Collateral;
and further in the event of such foreclosure each Borrower does hereby expressly consent to and authorize, at the option of Agent,
the foreclosure and sale either separately or together of each part of the Collateral.


 


10.8       Injunctive
Relief. The parties acknowledge and agree that, in the event of a breach or threatened breach of any Credit Party’s obligations
under any Financing Documents, Agent and the Lenders may have no adequate remedy in money damages and, accordingly, shall be entitled
to an injunction (including, without limitation, a temporary restraining order, preliminary injunction, writ of attachment, or
order compelling an audit) against such breach or threatened breach, including, without limitation, maintaining any cash management
and collection procedure described herein. However, no specification in this Agreement of a specific legal or equitable remedy
shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach or threatened
breach of any provision of this Agreement. Each Credit Party waives, to the fullest extent permitted by law, the requirement of
the posting of any bond in connection with such injunctive relief. By joining in the Financing Documents as a Credit Party, each
Credit Party specifically joins in this Section 10.8 as if this Section 10.8 were a part of each Financing Document executed by
such Credit Party.


 


11.       NOTICES


 


All notices, consents, requests, approvals,
demands, or other communication by any party to this Agreement or any other Financing Document must be in writing and shall be
deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and five (5) Business Days after
deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b)
upon transmission, when sent by electronic mail (if an email address is specified herein) or facsimile transmission; (c) one (1)
Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered
by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address
indicated below. Any of Agent, a Lender or Borrower may change its mailing or electronic mail address or facsimile number by giving
the other party written notice thereof in accordance with the terms of this Article 11.


 


If to Borrower:


 



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BioCryst Pharmaceuticals, Inc. 


4505 Emperor Blvd, Suite 200 


Durham, NC 27703 


Attention: Thomas R. Staab, II; Alane Barnes 


Fax: 919-859-1314 


Email: tstaab@biocryst.com; abarnes@biocryst.com


 


If to Agent or to MidCap (or any of its Affiliates or Approved Funds) as
a Lender:


 


MidCap Financial Trust 


c/o MidCap Financial Services, LLC, as servicer 


7255 Woodmont Ave, Suite 200 


Bethesda, MD 20814 


Attn: Account Manager for BioCryst transaction 


Fax: 301-941-1450 


Email: notices@midcapfinancial.com


 


With a copy to:


 


MidCap Financial Trust 


c/o MidCap Financial Services, LLC, as servicer 


7255 Woodmont Ave, Suite 200 


Bethesda, MD 20814 


Attn: Legal 


Fax: 301-941-1450 


Email: legalnotices@midcapfinancial.com


 


If to any Lender other than MidCap: at
the address set forth on the signature pages to this Agreement or provided as a notice address for such in connection with any
assignment hereunder.


 


12.       CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER


 


12.1 THIS AGREEMENT, EACH SECURED PROMISSORY
NOTE AND EACH OTHER FINANCING DOCUMENT (EXCLUDING THOSE FINANCING DOCUMENTS THAT BY THEIR OWN TERMS ARE EXPRESSLY GOVERNED BY
THE LAWS OF ANOTHER JURISDICTION), AND THE RIGHTS, REMEDIES AND OBLIGATIONS OF THE PARTIES HERETO AND THERETO, AND ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT OR SUCH FINANCING DOCUMENT (EXCLUDING THOSE FINANCING DOCUMENTS
THAT BY THEIR OWN TERMS ARE EXPRESSLY GOVERNED BY THE LAWS OF ANOTHER JURISDICTION), THE RELATIONSHIP OF THE PARTIES, AND/OR THE
INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES AND ALL OTHER MATTERS RELATING HERETO, THERETO OR ARISING
THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF MARYLAND, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. NOTWITHSTANDING THE FOREGOING, AGENT
AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION WHICH AGENT AND THE LENDERS (IN ACCORDANCE WITH THE PROVISIONS OF SECTION 12.1) DEEM NECESSARY OR APPROPRIATE TO
REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE AGENT’S AND THE LENDERS’ RIGHTS AGAINST BORROWER OR ITS PROPERTY.
BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE STATE OF
MARYLAND AND ANY SUCH OTHER JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND BORROWER HEREBY WAIVES ANY OBJECTION
THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, OR FORUM NON CONVENIENS AND


 



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HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF
AS IS DEEMED APPROPRIATE BY SUCH COURT. BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINTS, AND OTHER PROCESS ISSUED
IN SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS, AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH IN ARTICLE 11 OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED
UPON THE EARLIER TO OCCUR OF BORROWER’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAIL, PROPER POSTAGE
PREPAID.


 


12.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, BORROWER, AGENT AND THE LENDERS EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED
UPON THIS AGREEMENT, THE FINANCING DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL
OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS
WAIVER WITH ITS COUNSEL.


 


12.3       Borrower,
Agent and each Lender agree that each Credit Extension (including those made on the Closing Date) shall be deemed to be made in,
and the transactions contemplated hereunder and in any other Financing Document shall be deemed to have been performed in, the
State of Maryland.


 


13.       GENERAL PROVISIONS


 


13.1       Successors and Assigns.


 


(a)                
This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this
Agreement or any rights or obligations under it without Agent’s prior written consent (which may be granted or withheld in
Agent’s discretion). Any Lender may at any time assign to one (1) or more Eligible Assignees all or any portion of such Lender’s
Applicable Commitment and/or Credit Extensions, together with all related obligations of such Lender hereunder. Borrower and Agent
shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned until Agent
shall have received and accepted an effective assignment agreement in form and substance acceptable to Agent, executed, delivered
and fully completed by the applicable parties thereto, and shall have received such other information regarding such Eligible Assignee
as Agent reasonably shall require. Notwithstanding anything set forth in this Agreement to the contrary, any Lender may at any
time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, however, that no such
pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto. If requested by Agent, Borrower agrees to (i) execute any documents reasonably required to effectuate
and acknowledge each assignment of an Applicable Commitment or Credit Extension to an assignee hereunder, (ii) make Borrower’s
management available to meet with Agent and prospective participants and assignees of Applicable Commitments or Credit Extensions
and (iii) assist Agent or the Lenders in the preparation of information relating to the financial affairs of Borrower as any prospective
participant or assignee of an Applicable Commitment or Credit Extension reasonably may request.


 


(b)                
From and after the date on which the conditions described above have been met, (i) such Eligible Assignee shall be deemed automatically
to have become a party hereto and, to the extent of the interests assigned to such Eligible Assignee pursuant to such assignment
agreement, shall have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender, to the extent that rights
and obligations hereunder have been assigned by it pursuant to such assignment agreement, shall be released from its rights and
obligations hereunder (other than those that survive termination). Upon the request of the Eligible Assignee (and, as applicable,
the assigning Lender) pursuant to an effective assignment agreement, each Borrower shall execute and deliver to Agent for delivery
to the Eligible Assignee (and, as applicable, the assigning Lender) secured notes in the aggregate principal amount of the Eligible
Assignee’s Credit Extensions or Applicable Commitments (and, as applicable, secured promissory notes in


 



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the principal amount of that portion of the principal amount of
the Credit Extensions or Applicable Commitments retained by the assigning Lender).


 


(c)              
Agent, acting solely for this purpose as an agent of Borrower, shall maintain at its offices located in Bethesda, Maryland a copy
of each assignment agreement delivered to it and a Register for the recordation of the names and addresses of each Lender, and
the commitments of, and principal amount (and stated interest) of the Credit Extensions owing to, such Lender pursuant to the terms
hereof (the “Register”). The entries in such Register shall be conclusive, absent manifest error, and Borrower,
Agent and the Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. Such Register shall be available for inspection by Borrower
and any Lender, at any reasonable time upon reasonable prior notice to Agent. Each Lender that sells a participation shall, acting
solely for this purpose as an agent of Borrower maintain a register on which it enters the name and address of each participant
and the principal amounts (and stated interest) of each participant’s interest in the Obligations (each, a “Participant
Register”). The entries in the Participant Registers shall be conclusive, absent manifest error. Each Participant Register
shall be available for inspection by Borrower and Agent at any reasonable time upon reasonable prior notice to the applicable Lender;
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including
the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters
of credit or its other obligations under any Financing Document) to any Person (including Borrower) except to the extent that such
disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. For the avoidance of doubt, Agent (in its capacity as Agent) shall
have no responsibility for maintaining a participant register.


 


(d)             
Notwithstanding anything to the contrary contained in this Agreement, the Credit Extensions (including any Secured Promissory Notes
evidencing such Credit Extensions) are registered obligations, the right, title and interest of the Lenders and their assignees
in and to such Credit Extensions shall be transferable only upon notation of such transfer in the Register and no assignment thereof
shall be effective until recorded therein. This Agreement shall be construed so that the Credit Extensions are at all times maintained
in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the IRC and Section 5f.103-1(c)
of the United States Treasury Regulations.


 


13.2       Indemnification.


 


(a)       Borrower
hereby agrees to promptly pay (i) (A) all costs and expenses of Agent (including, without limitation, the costs, expenses and
reasonable fees of counsel to, and independent appraisers and consultants retained by, Agent) in connection with the examination,
review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated by the
Financing Documents, and in connection with the continued administration of the Financing Documents including (1) any amendments,
modifications, consents and waivers to and/or under any and all Financing Documents, and (2) any periodic public record searches
conducted by or at the request of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches,
judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related
records concerning the continued existence, organization and good standing of certain Persons), and (B) costs and expenses of
Agent in connection with the performance by Agent of its rights and remedies under the Financing Documents; (ii) without limitation
of the preceding clause (i), all costs and expenses of Agent in connection with the creation, perfection and maintenance of Liens
pursuant to the Financing Documents; (iii) without limitation of the preceding clause (i), all costs and expenses of Agent in
connection with (A) protecting, storing, insuring, handling, maintaining or selling any Collateral, (B) any litigation, dispute,
suit or proceeding relating to any Financing Document, and (C) any workout, collection, bankruptcy, insolvency and other enforcement
proceedings under any and all of the Financing Documents; (iv) without limitation of the preceding clause (i), all costs and expenses
of Agent in connection with Agent’s reservation of funds in anticipation of the funding of the Credit Extensions to be made
hereunder; and (v) all costs and expenses incurred by Agent or the Lenders in connection with any litigation, dispute, suit or
proceeding relating to any Financing Document and in connection with any workout, collection, bankruptcy, insolvency and other
enforcement proceedings under any and all Financing Documents, whether or not Agent or the Lenders are a party thereto. If


 



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Agent or any Lender uses in-house counsel for any of these purposes,
Borrower further agrees that the Obligations include reasonable charges for such work commensurate with the fees that would otherwise
be charged by outside legal counsel selected by Agent or such Lender for the work performed.


 


(b)                
Borrower hereby agrees to indemnify, pay and hold harmless Agent and the Lenders and the officers, directors, employees, trustees,
agents, investment advisors, collateral managers, servicers, and counsel of Agent and the Lenders (collectively called the “Indemnitees”)
from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses
and disbursements of any kind or nature whatsoever (including the disbursements and reasonable fees of counsel for such Indemnitee)
in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such
Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of a Credit Party, and
the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission,
fee or compensation claimed by any broker (other than any broker retained by Agent or the Lenders) asserting any right to payment
for the transactions contemplated hereby, which may be imposed on, incurred by or asserted against such Indemnitee as a result
of or in connection with the transactions contemplated hereby and the use or intended use of the proceeds of the Credit Facilities,
except that Borrower shall have no obligation hereunder to an Indemnitee with respect to any liability resulting from the gross
negligence or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction.
To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, Borrower shall contribute
the maximum portion which it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all such Indemnified
Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Financing Documents or the transactions contemplated hereby
or thereby.


 


(c)                
Notwithstanding any contrary provision in this Agreement, the obligations of Borrower under this Section 13.2 shall survive the
payment in full of the Obligations and the termination of this Agreement. NO INDEMNITEE SHALL BE RESPONSIBLE OR LIABLE TO ANY CREDIT
PARTY OR TO ANY OTHER PARTY TO ANY FINANCING DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING
CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT
OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT OR AS A RESULT OF
ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.


 


13.3Time of Essence. Time is of the essence
for the payment and performance of the Obligations in this Agreement.


 


13.4Severability of Provisions. Each provision of this Agreement
is severable from every other provision in determining the enforceability of any provision.


 


13.5Correction of Financing Documents.
Agent and the Lenders may correct patent errors and fill in any blanks in this Agreement and the other Financing Documents
consistent with the agreement of the parties.


 


13.6Integration. This Agreement
and the other Financing Documents represent the entire agreement about this subject matter and supersede prior negotiations or
agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the
subject matter of this Agreement and the Financing Documents merge into this Agreement and the Financing Documents.


 


13.7Counterparts. This Agreement
may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed
and delivered, is an original, and all taken together, constitute one Agreement. Delivery of an executed signature page of this
Agreement by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart
hereof.


 



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13.8Survival. All covenants,
representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its
terms and all Obligations (other than inchoate indemnity obligations for which no claim has yet been made and any other obligations
which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower in Section
13.2 to indemnify each Lender and Agent shall survive until the statute of limitations with respect to such claim or cause of
action shall have run. All powers of attorney and appointments of Agent or any Lender as Borrower’s attorney in fact hereunder,
and all of Agent’s and Lenders’ rights and powers in respect thereof, are coupled with an interest, are irrevocable
until all Obligations (other than inchoate indemnity obligations for which no claim has yet been made and any other obligations
which, by their terms, are to survive the termination of this Agreement) have been fully repaid and performed and Agent’s
and the Lenders’ obligation to provide Credit Extensions terminates.


 


13.9Confidentiality. In handling any confidential information
of Borrower, each of the Lenders and Agent shall use all reasonable efforts to maintain, in accordance with its customary practices,
the confidentiality of information obtained by it pursuant to any Financing Document and designated in writing by any Credit Party
as confidential, but disclosure of information may be made: (a) to the Lenders’ and Agent’s Subsidiaries or Affiliates;
(b) to prospective transferees or purchasers of any interest in the Credit Extensions; (c) as required by Law, regulation, subpoena,
order or other legal, administrative, governmental or regulatory request; (d) to regulators or as otherwise required in connection
with an examination or audit, or to any nationally recognized rating agency; (e) as Agent or any Lender considers appropriate
in exercising remedies under the Financing Documents; (f) to financing sources that are advised of the confidential nature of
such information and are instructed to keep such information confidential; (g) to third party service providers of the Lenders
and/or Agent so long as such service providers are bound to such Lender or Agent by obligations of confidentiality; (h) to the
extent necessary or customary for inclusion in league table measurements; and (i) in connection with any litigation or other proceeding
to which such Lender or Agent or any of their Affiliates is a party or bound, or to the extent necessary to respond to public
statements or disclosures by Credit Parties or their Affiliates referring to a Lender or Agent or any of their Affiliates. Confidential
information does not include information that either: (x) is in the public domain or in the Lenders’ and/or Agent’s
possession when disclosed to the Lenders and/or Agent, or becomes part of the public domain after disclosure to the Lenders and/or
Agent; or (y) is disclosed to the Lenders and/or Agent by a third party, if the Lenders and/or Agent does not know that the third
party is prohibited from disclosing the information. Agent and/or the Lenders may use confidential information for the development
of client databases, reporting purposes, and market analysis, so long as Agent and/or the Lenders, as applicable, do not disclose
Borrower’s identity or the identity of any Person associated with Borrower unless otherwise permitted by this Agreement.
The provisions of the immediately preceding sentence shall survive the termination of this Agreement. The agreements provided
under this Section 13.9 supersede all prior agreements, understanding, representations, warranties, and negotiations between the
parties about the subject matter of this Section 13.9.


 


13.10 Right of Set-off. Borrower hereby
grants to Agent and to each Lender, a lien, security interest and right of set-off as security for all Obligations to Agent and
each Lender hereunder, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property,
now or hereafter in the possession, custody, safekeeping or control of Agent or the Lenders or any entity under the control of
Agent or the Lenders (including an Agent or Lender Affiliate) or in transit to any of them. At any time after the occurrence and
during the continuance of an Event of Default, without demand or notice, Agent or the Lenders may set-off the same or any part
thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any
other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT
TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SET-OFF WITH RESPECT TO SUCH DEPOSITS,
CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.


 


13.11 Publicity. Borrower will not directly
or indirectly publish, disclose or otherwise use in any public disclosure, advertising material, promotional material, press release
or interview, any reference to the name, logo or any trademark of Agent or any Lender or any of their Affiliates or any reference
to this Agreement or the financing evidenced hereby, in any case except as required by applicable Law, subpoena or judicial or
similar order, in which case Borrower shall endeavor to give Agent prior written notice of such publication or other disclosure.
Each


 



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Lender and Borrower hereby authorize each Lender to publish the
name of such Lender and Borrower, the existence of the financing arrangements referenced under this Agreement, the primary purpose
and/or structure of those arrangements, the amount of credit extended under each facility, the title and role of each party to
this Agreement, and the total amount of the financing evidenced hereby in any “tombstone”, comparable advertisement
or press release which such Lender elects to submit for publication. In addition, each Lender and Borrower agree that each Lender
may provide lending industry trade organizations with information necessary and customary for inclusion in league table measurements
after the Closing Date. With respect to any of the foregoing, such authorization shall be subject to such Lender providing Borrower
and the other Lenders with an opportunity to review and confer with such Lender regarding, and approve, the contents of any such
tombstone, advertisement or information, as applicable, prior to its initial submission for publication, but subsequent publications
of the same tombstone, advertisement or information shall not require Borrower’s approval.


 


13.12 No Strict Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.


 


13.13 Approvals. Unless expressly provided
herein to the contrary, any approval, consent, waiver or satisfaction of Agent or the Lenders with respect to any matter that is
the subject of this Agreement or the other Financing Documents may be granted or withheld by Agent and the Lenders in their sole
and absolute discretion and credit judgment.


 


13.14 Amendments; Required Lenders; Inter-Lender Matters.


 


(a)                
No amendment, modification, termination or waiver of any provision of this Agreement or any other Financing Document, no approval
or consent thereunder, or any consent to any departure by Borrower therefrom (in each case, other than amendments, waivers, approvals
or consents deemed ministerial by Agent), shall in any event be effective unless the same shall be in writing and signed by Borrower,
Agent and the Required Lenders. Except as set forth in paragraph (b) below, all such amendments, modifications, terminations or
waivers requiring the consent of the “Lenders” shall require the written consent of Required Lenders.


 


(b)                
No amendment, modification, termination or waiver of any provision of this Agreement or any other Financing Document shall, unless
in writing and signed by Agent and by each Lender directly affected thereby: (i) increase or decrease the Applicable Commitment
of any Lender (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation
or the amount of any fees payable hereunder, (iii) postpone the date fixed for or waive any payment of principal of or interest
on any Credit Extension, or any fees or reimbursement obligation hereunder, (iv) release all or substantially all of the Collateral,
or consent to a transfer of any of the Intellectual Property, in each case, except as otherwise expressly permitted in the Financing
Documents (which shall be deemed to affect all Lenders), (v) subordinate the lien granted in favor of Agent securing the Obligations
(which shall be deemed to affect all Lenders, except as otherwise provided below), (vi) release a Credit Party from, or consent
to a Credit Party’s assignment or delegation of, such Credit Party’s obligations hereunder and under the other Financing
Documents or any Guarantor from its guaranty of the Obligations (which shall be deemed to affect all Lenders) or (vii) amend,
modify, terminate or waive this Section 13.14(b) or the definition of “Required Lenders” or “Pro Rata Share”
or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any
rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender. For purposes of
the foregoing, no Lender shall be deemed affected by (i) waiver of the imposition of the Default Rate or imposition of the Default
Rate to only a portion of the Obligations, (ii) waiver of the accrual of late charges, (iii) waiver of any fee solely payable
to Agent under the Financing Documents, (iv) subordination of a lien granted in favor of Agent, provided that such subordination
is limited to equipment being financed by a third party providing Permitted Indebtedness. Notwithstanding any provision in this
Section 13.14 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations
of Agent hereunder shall be effective unless signed by Agent and Required Lenders.


 



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(c)              
Agent shall not grant its written consent to any deviation or departure by Borrower or any Credit Party from the provisions of
Article 7 without the prior written consent of the Required Lenders. The Required Lenders shall have the right to direct Agent
to take any action described in Section 10.2(b). Upon the occurrence of any Event of Default, Agent shall have the right to exercise
any and all remedies referenced in Section 10.2 without the written consent of Required Lenders following the occurrence of an
“Exigent Circumstance” (as defined below). All matters requiring the satisfaction or acceptance of Agent in the definition
of Subordinated Debt shall further require the satisfaction and acceptance of each Required Lender. Any reference in this Agreement
to an allocation between or sharing by the Lenders of any right, interest or obligation “ratably,” “proportionally”
or in similar terms shall refer to Pro Rata Share unless expressly provided otherwise. As used in this Section, “Exigent
Circumstance” means any event or circumstance that, in the reasonable judgment of Agent, imminently threatens the ability
of Agent to realize upon all or any material portion of the Collateral, such as, without limitation, fraudulent removal, concealment,
or abscondment thereof, destruction or material waste thereof, or failure of Borrower after reasonable demand to maintain or reinstate
adequate casualty insurance coverage, or which, in the judgment of Agent, could reasonably be expected to result in a material
diminution in value of the Collateral.


 


(d)             
In the event that (i) Borrower or Agent has requested that the Lenders consent to a departure or waiver of any provisions of the
Financing Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement
of each affected Lender or all the Lenders and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then
any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender,” then
the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and Agent, require such Non-Consenting
Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents
required by, Section 13.1), all of its interests, rights (other than its existing rights to payments pursuant to this subsection
(h)) and obligations under this Agreement and the related Financing Documents to an Eligible Assignee that shall assume such obligations;
provided that: (x) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its
Credit Extensions, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Financing
Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts), (y) such assignment does not conflict with applicable law; and (z) in the case of any assignment resulting
from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver
or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver
by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


13.15 Borrower Liability. If there
is more than one (1) entity comprising Borrower, then (a) Borrower may request Credit Extensions hereunder, ((b) Borrower hereby
appoints the other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder,
(c) each Borrower shall be jointly and severally obligated to pay and perform all obligations under the Financing Documents, including,
but not limited to, the obligation to repay all Credit Extensions made hereunder and all other Obligations, regardless of which
Borrower actually receives said Credit Extensions, as if each Borrower directly received all Credit Extensions, and (d) each Borrower
waives (1) any suretyship defenses available to it under the Code or any other applicable law, and (2) any right to require the
Lenders or Agent to: (A) proceed against Borrower or any other person; (B) proceed against or exhaust any security; or (C) pursue
any other remedy.) The Lenders or Agent may exercise or not exercise any right or remedy they have against any Credit Party or
any security (including the right to foreclose by judicial or non-judicial sale) without affecting any other Credit Party’s
liability or any Lien against any other Credit Party’s assets. Notwithstanding any other provision of this Agreement or
other related document, until the indefeasible payment in cash in full of the Obligations (other than inchoate indemnity obligations
for which no claim has yet been made) and termination of the Applicable Commitments, Borrower irrevocably waives all rights that
it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of the Lenders and
Agent under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Credit Party,
or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by any Credit
Party with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit
from, or to participate in, any security for the Obligations as a result of any payment made by a Credit Party with respect to
the Obligations in connection with this


 



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Agreement or otherwise. Any agreement providing for indemnification,
reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Credit
Party in contravention of this Section, such Credit Party shall hold such payment in trust for the Lenders and Agent and such payment
shall be promptly delivered to Agent for application to the Obligations, whether matured or unmatured.


 


13.16 Reinstatement. This Agreement shall
remain in full force and effect and continue to be effective should any petition or other proceeding be filed by or against any
Credit Party for liquidation or reorganization, should any Credit Party become insolvent or make an assignment for the benefit
of any creditor or creditors or should an interim receiver, receiver, receiver and manager or trustee be appointed for all or any
significant part of any Credit Party’s assets, and shall continue to be effective or to be reinstated, as the case may be,
if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced
in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a fraudulent preference reviewable
transaction or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.


 


13.17 USA PATRIOT Act Notification. Agent
(for itself and not on behalf of any Lender) and each Lender hereby notifies each Borrower that, pursuant to the requirements of
the USA PATRIOT Act, it is required to obtain, verify and record certain information and documentation that identifies Borrower,
which information includes the name and address of Borrower and such other information that will allow Agent or such Lender, as
applicable, to identify Borrower in accordance with the USA PATRIOT Act.


 


14.       AGENT


 


14.1       Appointment
and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and authorizes Agent to take such action on
its behalf under the provisions of this Agreement and each other Financing Document and to exercise such powers and perform such
duties as are expressly delegated to it by the terms of this Agreement or any other Financing Document, together with such powers
as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Agent and the Lenders and none
of Credit Parties nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. The
duties of Agent shall be mechanical and administrative in nature. Notwithstanding any provision to the contrary contained elsewhere
herein or in any other Financing Document, Agent shall not have any duties or responsibilities, except those expressly set forth
herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Financing Document
or otherwise exist against Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent”
herein and in the other Financing Documents with reference to Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.
Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority (to the exclusion
of the Lenders), and is hereby authorized, to (a) act as collateral agent for Agent and each Lender for purposes of the perfection
of all liens created by the Financing Documents and all other purposes stated therein, (b) manage, supervise and otherwise deal
with the Collateral, (c) take such other action as is necessary or desirable to maintain the perfection and priority of the liens
created or purported to be created by the Financing Documents, (d) except as may be otherwise specified in any Financing Document,
exercise all remedies given to Agent and the other Lenders with respect to the Collateral, whether under the Financing Documents,
applicable law or otherwise and (e) execute any amendment, consent or waiver under the Financing Documents on behalf of any Lender
that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints,
authorizes and directs each Lender to act as collateral sub-agent for Agent and the Lenders for purposes of the perfection of
all liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and cash equivalents
held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes
of enforcing such liens or otherwise to transfer the Collateral subject thereto to


 



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Agent, and each Lender hereby agrees to take such further actions
to the extent, and only to the extent, so authorized and directed.


 


14.2Successor Agent.


 


(a)             
Agent may at any time assign its rights, powers, privileges and duties hereunder to (i) another Lender or an Affiliate of Agent
or any Lender or any Approved Fund, or (ii) any Person to whom Agent, in its capacity as a Lender, has assigned (or will assign,
in conjunction with such assignment of agency rights hereunder) fifty percent (50%) or more of the Credit Extensions or Applicable
Commitments then held by Agent (in its capacity as a Lender), in each case without the consent of the Lenders or Borrower. Following
any such assignment, Agent shall give notice to the Lenders and Borrower. An assignment by Agent pursuant to this paragraph (a)
shall not be deemed a resignation by Agent for purposes of paragraph (b) below.


 


(b)             
Without limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice
of its resignation to the Lenders and Borrower. Upon receipt of any such notice of resignation, Required Lenders shall have the
right to appoint a successor Agent. If no such successor shall have been so appointed by Required Lenders and shall have accepted
such appointment within ten (10) Business Days after the retiring Agent gives notice of its resignation, then the retiring Agent
may, on behalf of the Lenders, appoint a successor Agent; provided, however, that, if Agent shall notify Borrower and the
Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with
such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the retiring
Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents, and (ii) all payments,
communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly,
until such time as Required Lenders appoint a successor Agent as provided for above in this paragraph (b).


 


(c)              
Upon (i) an assignment permitted by paragraph (a) above, or (ii) the acceptance of a successor’s appointment as Agent pursuant
to paragraph (b) above, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder
and under the other Financing Documents (if not already discharged therefrom as provided above in this paragraph (c)). The fees
payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between
Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Financing Documents, the
provisions of this Article shall continue in effect for the benefit of such retiring Agent and its sub-agents in respect of any
actions taken or omitted to be taken by any of them while the retiring Agent was acting or was continuing to act as Agent.


 


14.3Delegation of Duties. Agent may execute
any of its duties under this Agreement or any other Financing Document by or through its, or its Affiliates’, agents, employees
or attorneys-in-fact and shall be entitled to obtain and rely upon the advice of counsel and other consultants or experts concerning
all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects in the absence of gross negligence or willful misconduct. Any such Person to whom Agent delegates a duty shall
benefit from this Article 14 to the extent provided by Agent.


 


14.4Liability of Agent. Except as otherwise provided herein,
no “Agent-Related Person” (as defined below) shall (a) be liable for any action taken or omitted to be taken by any
of them under or in connection with this Agreement or any other Financing Document or the transactions contemplated hereby (except
for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or
any officer thereof, contained herein or in any other Financing Document, or in any certificate, report, statement or other document
referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Document,
or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Document,
or for any failure of any Credit Party or any other party to any Financing Document to perform its obligations hereunder or thereunder.
No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance
or performance of


 



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any of the agreements contained in, or conditions of, this Agreement
or any other Financing Document, or to inspect the Collateral, other properties or books or records of any Credit Party or any
Affiliate thereof. The term “Agent-Related Person” means Agent, together with its Affiliates, and the officers,
directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no
Agent-Related Person shall be an Affiliate of Borrower.


 


14.5Reliance by Agent. Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document
or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to Borrower), independent accountants and other experts selected
by Agent. Agent shall be fully justified in failing or refusing to take any action under any Financing Document (a) if such action
would, in the opinion of Agent, be contrary to law or any Financing Document, (b) if such action would, in the opinion of Agent,
expose Agent to any potential liability under any law, statute or regulation or (c) if Agent shall not first have received such
advice or concurrence of all Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction
by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take
any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or
any other Financing Document in accordance with a request or consent of all Lenders (or Required Lenders where authorized herein)
and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.


 


14.6Notice of Default. Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default and/or Event of Default, unless Agent shall have received written notice from a Lender
or Borrower, describing such default or Event of Default. Agent will notify the Lenders of its receipt of any such notice. While
an Event of Default has occurred and is continuing, Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Event of Default as Agent shall deem advisable or in the best interests of the Lenders,
including without limitation, satisfaction of other security interests, liens or encumbrances on the Collateral not permitted
under the Financing Documents, payment of taxes on behalf of Borrower or any other Credit Party, payments to landlords, warehouseman,
bailees and other Persons in possession of the Collateral and other actions to protect and safeguard the Collateral, and actions
with respect to insurance claims for casualty events affecting a Credit Party and/or the Collateral.


 


14.7Credit Decision; Disclosure
of Information by Agent. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to
it, and that no act by Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs
of Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession.
Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such
documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, prospects,
operations, property, financial and other condition and creditworthiness of the Credit Parties, and all applicable bank or other
regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to
extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and the other Financing Documents, and to make such
investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other
condition and creditworthiness of Borrower. Except for notices, reports and other documents expressly required to be furnished
to the Lenders by Agent herein, Agent shall not have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any
Credit Party which may come into the possession of any Agent-Related Person.


 



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14.8Indemnification of Agent. Whether or not the transactions
contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation
of Borrower to do so), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which
shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement)
incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion
of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from
such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in
accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective
Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Protective
Advances incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as
Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities
under, this Agreement, any other Financing Document, or any document contemplated by or referred to herein, to the extent that
Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment
in full of the Obligations, the termination of this Agreement and the resignation of Agent. The term “Indemnified Liabilities”
means those liabilities described in Section 13.2(a) and Section 13.2(b).


 


14.9Agent in its Individual Capacity. With respect to its Credit
Extensions, MidCap shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights
and powers as though it were not Agent, and the terms “Lender” and “Lenders” include MidCap in its individual
capacity. MidCap and its Affiliates may lend money to, invest in, and generally engage in any kind of business with, any Credit
Party and any of their Affiliates and any person who may do business with or own securities of any Credit Party or any of their
Affiliates, all as if MidCap were not Agent and without any duty to account therefor to Lenders. MidCap and its Affiliates may
accept fees and other consideration from a Credit Party for services in connection with this Agreement or otherwise without having
to account for the same to the Lenders. Each Lender acknowledges the potential conflict of interest between MidCap as a Lender
holding disproportionate interests in the Credit Extensions and MidCap as Agent, and expressly consents to, and waives, any claim
based upon, such conflict of interest.


 


14.10 Agent May File Proofs of Claim.
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to any Credit Party, Agent (irrespective of whether the principal of any Credit Extension,
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent shall have made
any demand on such Credit Party) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)                
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Credit Extensions
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders and Agent (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and Agent and their respective agents and counsel and all other amounts due the Lenders and Agent allowed in such
judicial proceeding); and


 


(b)                
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make
such payments to Agent and, in the event that Agent shall consent to the making of such payments directly to the Lenders, to pay
to Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Agent and its agents and counsel,
including Protective Advances. To the extent that Agent fails timely to do so, each Lender may file a claim relating to such Lender’s
claim.


 



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14.11 Collateral and Guaranty Matters.
The Lenders irrevocably authorize Agent, at its option and in its discretion, to release (a) any Credit Party and any Lien on any
Collateral granted to or held by Agent under any Financing Document upon the date that all Obligations (other than inchoate indemnity
obligations for which no claim has yet been made and any other obligations which, by their terms, are to survive the termination
of this Agreement) due hereunder have been fully and indefeasibly paid in full and no Applicable Commitments or other obligations
of any Lender to provide funds to Borrower under this Agreement remain outstanding, and (b) any Lien on any Collateral that is
transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Financing
Document. Upon request by Agent at any time, all Lenders will confirm in writing Agent’s authority to release its interest
in particular types or items of Collateral pursuant to this Section 14.11.


 


14.12 Advances; Payments; Non-Funding Lenders.


 


(a)                
Advances; Payments. If Agent receives any payment for the account of the Lenders on or prior to 11:00 a.m. (New York time)
on any Business Day, Agent shall pay to each applicable Lender such Lender’s Pro Rata Share of such payment on such Business
Day. If Agent receives any payment for the account of the Lenders after 11:00 a.m. (New York time) on any Business Day, Agent shall
pay to each applicable Lender such Lender’s Pro Rata Share of such payment on the next Business Day. To the extent that any
Lender has failed to fund any Credit Extension (a “Non-Funding Lender”), Agent shall be entitled to set-off
the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrower.


 


(b)                
Return of Payments.


 


(i)                  
If Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be
received by Agent from a Credit Party and such related payment is not received by Agent, then Agent will be entitled to recover
such amount (including interest accruing on such amount at the Federal Funds Rate for the first Business Day and thereafter, at
the rate otherwise applicable to such Obligation) from such Lender on demand without set-off, counterclaim or deduction of any
kind.


 


(ii)                
If Agent determines at any time that any amount received by Agent under this Agreement must be returned to a Credit Party or paid
to any other person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement
or any other Financing Document, Agent will not be required to distribute any portion thereof to any Lender. In addition, each
Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest
at such rate, if any, as Agent is required to pay to a Credit Party or such other person, without set-off, counterclaim or deduction
of any kind.


 


14.13 Miscellaneous.


 


(a)       Neither
Agent nor any Lender shall be responsible for the failure of any Non-Funding Lender to make a Credit Extension or make any other
advance required hereunder. The failure of any Non-Funding Lender to make any Credit Extension or any payment required by it hereunder
shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the
Credit Extension or payment required by it, but neither any Other Lender nor Agent shall be responsible for the failure of any
Non-Funding Lender to make a Credit Extension or make any other payment required hereunder. Notwithstanding anything set forth
herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Financing
Document or constitute a “Lender” (or be included in the calculation of “Required Lender” hereunder) for
any voting or consent rights under or with respect to any Financing Document. At Borrower’s request, Agent or a person reasonably
acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation)
to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and
assign to Agent or such person, all of the Applicable Commitments and all of the outstanding Credit Extensions of that Non-Funding
Lender for an amount equal to the principal balance of the Credit Extensions held by such Non-Funding Lender and all accrued interest
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of sale, such purchase and sale to be consummated pursuant to an
executed assignment agreement reasonably acceptable to Agent.


 


(b)       Each
Lender shall promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s
portion of any Credit Extension and the ratable distribution of interest, fees and reimbursements paid or made by any Credit Party.
Notwithstanding the foregoing, if this Agreement requires payments of principal and interest to be made directly to the Lenders,
a Lender receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled
payment on such date; provided, however, if it is determined that a Lender received more than its ratable share of scheduled
payments made on any date or dates, then such Lender shall remit to Agent (for Agent to redistribute to itself and the Lenders
in a manner to ensure the payment to Agent of any sums due Agent hereunder and the ratable repayment of each Lender’s portion
of any Credit Extension and the ratable distribution of interest, fees and reimbursements) such sums as may be necessary to ensure
the ratable payment of such scheduled payments, as instructed by Agent. If any payment or distribution of any kind or character,
whether in cash, properties or securities and whether voluntary, involuntary, through the exercise of any right of set-off, or
otherwise, shall be received by a Lender in excess of its ratable share, then (i) the portion of such payment or distribution in
excess of such Lender’s ratable share shall be received by such Lender in trust for application to the payments of amounts
due on the other Lender’s claims, or, in the case of Collateral, shall hold such Collateral for itself and as agent and bailee
for Agent and other Lenders and (ii) such Lender shall promptly advise Agent of the receipt of such payment, and, within five (5)
Business Days of such receipt and, in the case of payments and distributions, such Lender shall purchase (for cash at face value)
from the other Lenders (through Agent), without recourse, such participations in the Credit Extension made by the other Lenders
as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them in accordance with
the respective Pro Rata Shares of the Lenders; provided, however, that, if all or any portion of such excess payment
is thereafter recovered by or on behalf of a Credit Party from such purchasing Lender, the purchase shall be rescinded and the
purchase price restored to the extent of such recovery, but without interest; provided, further, that the provisions
of this Section shall not be construed to apply to (x) any payment made by a Credit Party pursuant to and in accordance with the
express terms of this Agreement or the other Financing Documents, or (y) any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Applicable Commitment pursuant to Section 13.1. Borrower agrees that
any Lender so purchasing a participation from another Lender pursuant to this Section may exercise all of its rights of payment
(including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower
in the amount of such participation. No documentation other than notices and the like shall be required to implement the terms
of this Section. Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations
purchased pursuant to this Section and shall in each case notify the Lenders following any such purchases.


 


15.       DEFINITIONS


 


In addition to any terms defined elsewhere in
this Agreement, or in any schedule or exhibit attached hereto, as used in this Agreement, the following terms have the following
meanings:


 


“Access Agreement” means
a landlord consent, bailee letter or warehouseman’s letter, in form and substance reasonably satisfactory to Agent, in favor
of Agent executed by such landlord, bailee or warehouseman, as applicable, for any third party location.


 


“Account” means any “account”,
as defined in the Code, with such additions to such term as may hereafter be made, and includes, without limitation, all accounts
receivable and other sums owing to Borrower.


 


“Account Debtor” means any
“account debtor”, as defined in the Code, with such additions to such term as may hereafter be made.


 


“Affiliate” means, with
respect to any Person, a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled
by or is under common control with the Person, and each of that


 



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Person’s senior executive officers, directors, partners and,
for any Person that is a limited liability company, that Person’s managers and members.


 


“Agent” means, MidCap, not
in its individual capacity, but solely in its capacity as agent on behalf of and for the benefit of the Lenders, together with
its successors and assigns.


 


“Agreement” has the meaning given it in the preamble of
this Agreement.


 


“Anti-Terrorism Laws” means
any Laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA
PATRIOT Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by OFAC.


 


“Applicable Commitment” has the meaning given it in Section
2.2


 


“Applicable Floor” means
for each Credit Facility the per annum rate of interest specified on the Credit Facility Schedule; provided, however,
that, for the Applicable Prime Rate, the Applicable Floor is a per annum rate that is three hundred (300) basis points above the
Applicable Floor for the Applicable Libor Rate.


 


“Applicable Index Rate” means,
for any Applicable Interest Period, the rate per annum determined by Agent equal to the Applicable Libor Rate; provided,
however, that, in the event that any change in market conditions or any law, regulation, treaty, or directive, or any change
therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of
Agent or any Lender, make it unlawful or impractical for Agent or such Lender to fund or maintain Obligations bearing interest
based upon the Applicable Libor Rate, Agent or such Lender shall give notice of such changed circumstances to Agent and Borrower
and the Applicable Index Rate for Obligations outstanding or thereafter extended or made by Agent or such Lender shall thereafter
be the Applicable Prime Rate until Agent or such Lender determines (as to the portion of the Credit Extensions or Obligations owed
to it) that it would no longer be unlawful or impractical to fund or maintain such Obligations or Credit Extensions at the Applicable
Libor Rate. In the event that Agent shall have determined (which determination shall be final and conclusive and binding upon all
parties hereto), as of any Applicable Interest Rate Determination Date, that adequate and fair means do not exist for ascertaining
the interest rate applicable to any Credit Facility on the basis provided for herein, then Agent may select a comparable replacement
index and corresponding margin.


 


“Applicable Interest Period”
for each Credit Facility has the meaning specified for that Credit Facility in the Credit Facility Schedule; provided, however,
that, at any time that the Applicable Prime Rate is the Applicable Index Rate, Applicable Interest Period shall mean the period
commencing as of the most recent Applicable Interest Rate Determination Date and continuing until the next Applicable Interest
Rate Determination Date or such earlier date as the Applicable Prime Rate shall no longer be the Applicable Index Rate; and provided,
further, that, at any time the Libor Rate Index is adjusted as set forth in the definition thereof, or re-implemented following
invocation of the Applicable Prime Rate as permitted herein, the Applicable Interest Period shall mean the period commencing as
of such adjustment or re-implementation and continuing until the next Applicable Interest Rate Determination Date, if any.


 


“Applicable Interest Rate” means
a per annum rate of interest equal to the Applicable Index Rate plus the Applicable Margin.


 


“Applicable Interest Rate Determination
Date” means the second (2nd) Business Day prior to the first (1st) day of the related Applicable
Interest Period; provided, however, that, at any time that the Applicable Prime Rate is the Applicable Index Rate,
Applicable Interest Rate Determination Date means the date of any change in the Base Rate Index; and provided, further,
that, at any time the Libor Rate Index is adjusted as set forth in the definition thereof, the Applicable Interest Rate Determination
Date shall mean the date of such adjustment or the second (2nd) Business Day prior to the first (1st) day
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“Applicable Libor Rate” means,
for any Applicable Interest Period, the rate per annum, determined by Agent (rounded upwards, if necessary, to the next 1/100th%),
equal to the greater of (a) the Applicable Floor and (b) the Libor Rate Index.


 


“Applicable Margin” for each
Credit Facility has the meaning specified for that Credit Facility in the Credit Facility Schedule.


 


“Applicable Prepayment Fee”,
for each Credit Facility, has the meaning given it in the Credit Facility Schedule for such Credit Facility.


 


“Applicable Prime Rate” means,
for any Applicable Interest Period, the rate per annum, determined by Agent (rounded upwards, if necessary, to the next 1/100th%),
equal to the greater of (a) the Applicable Floor and (b) the Base Rate Index.


 


“Approved Fund” means any
(a) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions of credit in the Ordinary Course of Business, or (b) any Person
(other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause
(a) and that, with respect to each of the preceding clauses (a) and (b), is administered or managed by (i) a Lender, (ii) an Affiliate
of a Lender or (iii) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers
or manages a Lender.


 


“Base Rate Index” means,
for any Applicable Interest Period, the rate per annum, determined by Agent (rounded upwards, if necessary, to the next 1/100th%)
as being the rate of interest announced, from time to time, within Wells Fargo Bank, N.A. (“Wells Fargo”) at
its principal office in San Francisco as its “prime rate,” with the understanding that the “prime rate”
is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective
rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement
in such internal publications as Wells Fargo may designate; provided, however, that Agent may, upon prior written
notice to Borrower, choose a reasonably comparable index or source to use as the basis for the Base Rate Index.


 


“BioCryst” has the meaning given it in the preamble.


 


“Blocked Person” means: (a)
any Person listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned
or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions
of, Executive Order No. 13224, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction
by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined
in Executive Order No. 13224, or (e) a Person that is named a “specially designated national” or “blocked person”
on the most current list published by OFAC or other similar list.


 


“Books” means all books and
records of a Person, including ledgers, federal and state tax returns, records regarding the Person’s assets or liabilities,
the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such
information.


 


“Borrower” mean the entity(ies)
described in the first paragraph of this Agreement and each of their successors and permitted assigns. The term “each Borrower”
shall refer to each Person comprising the Borrower if there is more than one (1) such Person, or the sole Borrower if there is
only one (1) such Person. The term “Borrower” shall refer to any Person comprising the Borrower if there is more than
one (1) such Person, or the sole Borrower if there is only one (1) such Person.


 


“Borrowing Resolutions”
means, with respect to any Person, those resolutions, in form and substance reasonably satisfactory to Agent, adopted by such
Person’s Board of Directors or other appropriate governing body and delivered by such Person to Agent approving the Financing
Documents to which such Person is a party and the


 



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transactions contemplated thereby, as well as any other approvals
as may be necessary or desired to approve the entering into the Financing Documents or the consummation of the transactions contemplated
thereby or in connection therewith.


 


“Business Day” means any day that is not (a) a Saturday
or Sunday or (b) a day on which Agent is closed.


 


“Change in Control” means
any event, transaction, or occurrence as a result of which (a) any “person” (as such term is defined in Sections 3(a)(9)
and 13(d)(3) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of
Borrower, is or becomes a beneficial owner (within the meaning Rule 13d-3 promulgated under the Exchange Act), directly or indirectly,
of securities of Borrower, representing forty percent (40%) or more of the combined voting power of Borrower then outstanding securities;
(b) during any period of twelve (12) consecutive calendar months, individuals who at the beginning of such period constituted the
board of directors or board of managers or similar governing Person(s) of Borrower (together with any new directors or managers
whose election by the board of directors or board of managers or similar governing Person(s) of Borrower was approved by a vote
of not less than two-thirds (2/3) of the directors or managers then still in office who either were directors or managers at the
beginning of such period or whose election or nomination for election was previously so approved) cease for any reason other than
death or disability to constitute a majority of the directors or managers then in office; (c) Borrower ceases to own and control,
directly or indirectly, all of the economic and voting rights associated with the outstanding securities of each of its Restricted
Subsidiaries except to the extent otherwise permitted pursuant to the terms of this Agreement; or (d) the occurrence of any “change
in control” or any term or provision of similar effect under any Subordinated Debt Document or Borrower’s Operating
Documents.


 


“Clinical Trial Material”
means any raw materials, parts, or supplies used in the ordinary course of development of a Product for which regulatory approval
has not yet been obtained and that are used exclusively for purposes of supporting clinical and preclinical research.


 


“Closing Date” has the meaning given it in the preamble
of this Agreement.


 


“Code” means the Uniform
Commercial Code in effect on the date hereof, as the same may, from time to time, be enacted and in effect in the State of Maryland;
provided, however, that to the extent that the Code is used to define any term herein or in any Financing Document and such
term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or
Division 9 shall govern; and provided, further, that in the event that, by reason of mandatory provisions of Law, any or
all of the attachment, perfection, or priority of, or remedies with respect to, Agent’s Lien on any Collateral is governed
by the Uniform Commercial Code in effect in a jurisdiction other than the State of Maryland, the term “Code”
shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions
thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.


 


“Collateral” means all property
(other than Excluded Property), now existing or hereafter acquired, mortgaged or pledged to, or purported to be subjected to a
Lien in favor of, Agent, for the benefit of Agent and the Lenders, pursuant to this Agreement and the other Financing Documents,
including, without limitation, all of the property described in Exhibit A hereto.


 


“Collateral Account” means
any Deposit Account, Securities Account or Commodity Account, other than Excluded Deposit Accounts.


 


“Commitment Commencement Date” has the meaning given
it in the Credit Facility Schedule. “Commitment Termination Date” has the meaning given it in the Credit Facility
Schedule.


 


“Commodity Account” means
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“Compliance Certificate”
means a certificate, duly executed by an authorized officer of Borrower, appropriately completed and substantially in the form
of Exhibit B.


 


“Contingent Obligation” means,
for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend,
letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted
or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn
letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement,
interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in
interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements
in the Ordinary Course of Business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation
for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined
by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support
arrangement.


 


“Control Agreement” means
any control agreement, each of which shall be in form and substance reasonably satisfactory to Agent, entered into among the depository
institution at which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower
maintains a Securities Account or a Commodity Account, Borrower, and Agent pursuant to which Agent obtains control (within the
meaning of the Code) for the benefit of the Lenders over such Deposit Account, Securities Account or Commodity Account.


 


“Credit Extension” means
an advance or disbursement of proceeds to or for the account of Borrower in respect of a Credit Facility.


 


“Credit Extension Form” means
that certain form attached hereto as Exhibit C, as the same may be from time to time revised by Agent.


 


“Credit Facility” means a term loan credit facility
specified on the Credit Facility Schedule.


 


“Credit Party” means Borrower,
any Guarantor under a guarantee of the Obligations or any part thereof, and any other Person (other than Agent, a Lender or a participant
of a Lender), whether now existing or hereafter acquired or formed, that becomes obligated as a borrower, guarantor, surety, indemnitor,
pledgor, assignor or other obligor under any Financing Document, and any Person all of whose equity interests have been pledged
or hypothecated to Agent under any Financing Document; and “Credit Parties” means all such Persons, collectively.
Notwithstanding the foregoing, unless the parties shall otherwise agree in writing, the term “Credit Party”
and “Credit Parties” shall not include any Foreign Subsidiary, Excluded Domestic Holdco or Permitted Joint Venture.


 


“DEA” means the Drug Enforcement
Administration of the United States of America, any comparable state or local Government Authority, any comparable Government Authority
in any non-United States jurisdiction, and any successor agency of any of the foregoing.


 


“Default” means any fact,
event or circumstance which with notice or passage of time or both, could constitute an Event of Default.


 


“Default Rate” has the meaning given it in Section 2.6(b).


 


“Deposit Account” means any
“deposit account” as defined in the Code with such additions to such term as may hereafter be made.


 


“Designated Funding Account”
is Borrower’s Deposit Account, account number * * *, maintained with Wells Fargo Bank, National Association, and
over which Agent has been granted control for the ratable benefit of all Lenders.


 



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“Disqualified Institution”
mean any Person that is a pharmaceutical, medical, biomedical, or life sciences company or any Affiliate thereof (other than any
Affiliate that is (i) a financial investor in such competitor and is not an operating company or an Affiliate of an operating company
(other than such competitor) and (ii) a bona fide diversified debt fund), in each case as reasonably determined by Agent.


 


“Dollars,” “dollars” and “$”
each means lawful money of the United States.


 


“Domestic Subsidiary” means
each direct or indirect Subsidiary of the Borrower that is organized under the laws of the United States, a state thereof, or the
District of Columbia.


 


“Draw Period” means, for
each Credit Facility, the period commencing on the Commitment Commencement Date and ending on the Commitment Termination Date.


 


“Drug Application” means
a new drug application, an abbreviated drug application, or a product license application for any Product, as appropriate, as those
terms are defined in the FDCA.


 


“Eligible Assignee” means
(a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved
by Agent; provided, however, that notwithstanding the foregoing, “Eligible Assignee” shall not include any (i)
Credit Party or any Subsidiary of a Credit Party or (ii) so long as no Event of Default has occurred and is continuing, any Disqualified
Institution. Notwithstanding the foregoing, in connection with assignments by a Lender due to a forced divestiture at the request
of any regulatory agency, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party
becoming an assignee incident to such forced divestiture, other than a Disqualified Institution.


 


“Environmental Law” means
each present and future law (statutory or common), ordinance, treaty, rule, regulation, order, policy, other legal requirement
or determination of an arbitrator or of a Governmental Authority and/or Required Permits imposing liability or standards of conduct
for or relating to the regulation and protection of human health, safety, the workplace, the environment and natural resources,
and including public notification requirements and environmental transfer of ownership, notification or approval statutes.


 


“Equipment” means all “equipment”,
as defined in the Code, with such additions to such term as may hereafter be made, and includes without limitation all machinery,
fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, and all regulations promulgated thereunder.


 


“Event of Default” has the meaning given it in Section 10.1.


 


“Excluded Deposit Account”
means any deposit account or securities account used exclusively as (a) payroll and other employee wage and benefit accounts, (b)
zero balance accounts, (c) the HSBC Cash Collateral Accounts, (d) the Royalty Hedge Collateral Accounts, and (e) the funds or other
property held in or maintained in any such account identified in clauses (a) through (d) in accordance with the terms of this Agreement.


 


“Excluded Domestic Holdco”
means a Subsidiary of the Borrower substantially all of the assets of which consist of capital stock or other equity interests
of a Foreign Subsidiary held directly or indirectly by such Subsidiary and that does not engage in any business operations or activities
other than that of a holding company.


 


“Excluded Property” has the meaning given it on Schedule
9.1


 


“Excluded Taxes” means any
of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient,
(a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,
(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of
any Lender, its


 



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applicable lending office located in, the jurisdiction imposing
such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal
withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Credit
Extension or Applicable Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the
Credit Extension or Applicable Commitment or (ii) such Lender changes its lending office, except in each case to the extent that,
pursuant to Section 2.6(h)(i) or 2.6(h)(iii), amounts with respect to such Taxes were payable either to such Lender’s assignor
immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes
attributable to such Recipient’s failure to comply with Sections 2.6(h)(vi) and (vii) and (d) any U.S. federal withholding
Taxes imposed under FATCA.


 


“Exigent Circumstance” has the meaning given it in Section
13.14.


 


“FATCA” means Sections 1471
through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any
agreements entered into pursuant to Section 1471(b)(1) of the IRC.


 


“FCPA” has the meaning given it in Section 5.10.


 


“FDA” means the Food and
Drug Administration of the United States of America, any comparable state or local Government Authority, any comparable Government
Authority in any non-United States jurisdiction, including without limitation the United Kingdom, and any successor agency of any
of the foregoing.


 


“FDCA” means the Federal
Food, Drug and Cosmetic Act, as amended, 21 U.S.C. Section 301 et seq., and all regulations promulgated thereunder.


 


“Federal Funds Rate” means,
for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that, if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate quoted to Agent on such day on such transactions as determined
by Agent in a commercially reasonable manner.


 


“Fee Letters” means, collectively,
the fee letter agreements among Borrower and Agent and Borrower and each Lender.


 


“Financing Documents” means,
collectively, this Agreement, the Perfection Certificate, the Security Documents, each Subordination Agreement and any subordination
or intercreditor agreement pursuant to which any Indebtedness and/or any Liens securing such Indebtedness is subordinated to all
or any portion of the Obligations, the Fee Letter(s), each note and guarantee executed by one (1) or more Credit Parties in connection
with the indebtedness governed by this Agreement, and each other present or future agreement executed by one (1) or more Credit
Parties and, or for the benefit of, the Lenders and/or Agent in connection with this Agreement, all as amended, restated, or otherwise
modified from time to time.


 


“Foreign Lender” means a Lender that is not a U.S. Person.


 


“Foreign Subsidiary” means
(a) BioCryst UK Limited and (b) each other direct or indirect Subsidiary of the Borrower not organized under the laws of the United
States, a state thereof, or the District of Columbia.


 


“Funding Date” means any
date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day.


 


“GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants and statements and


 



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pronouncements of the Financial Accounting Standards Board or in
such other statements by such other Person as may be approved by a significant segment of the accounting profession in the United
States, which are applicable to the circumstances as of the date of determination.


 


“General Intangibles” means
all “general intangibles”, as defined in the Code, with such additions to such term as may hereafter be made, and includes
without limitation all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship
and derivative work, whether published or unpublished, any patents, trademarks, service marks and, to the extent permitted under
applicable Law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented
inventions, payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route
lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase
or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise),
insurance policies (including, without limitation, key man, property damage, and business interruption insurance), payments of
insurance and rights to payment of any kind.


 


“Governmental Authority”
means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions
of or pertaining to government, any securities exchange and any self-regulatory organization.


 


“Guarantor” means any present or future guarantor of the
Obligations.


 


“Hazardous Materials” means
petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives, flammable
materials; radioactive materials; polychlorinated biphenyls and compounds containing them; lead and lead-based paint; asbestos
or asbestos-containing materials; underground or above-ground storage tanks, whether empty or containing any substance; any substance
the presence of which is prohibited by any Laws; toxic mold, any substance that requires special handling; and any other material
or substance now or in the future defined as a “hazardous substance,” “hazardous material,” “hazardous
waste,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant”
or other words of similar import within the meaning of any Environmental Law, including: (a) any “hazardous substance”
defined as such in (or for purposes of) CERCLA, or any so-called “superfund” or “superlien” Law, including
the judicial interpretation thereof; (b) any “pollutant or contaminant” as defined in 42 U.S.C.A. § 9601(33);
(c) any material now defined as “hazardous waste” pursuant to 40 C.F.R. Part 260; (d) any petroleum or petroleum by-products,
including crude oil or any fraction thereof; (e) natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable
for fuel; (f) any “hazardous chemical” as defined pursuant to 29 C.F.R. Part 1910; (g) any toxic or harmful substances,
wastes, materials, pollutants or contaminants (including, without limitation, asbestos, polychlorinated biphenyls, flammable explosives,
radioactive materials, infectious substances, materials containing lead-based paint or raw materials which include hazardous constituents);
and (h) any other toxic substance or contaminant that is subject to any Environmental Laws or other past or present requirement
of any Governmental Authority.


 


“Hazardous Materials Contamination”
means contamination (whether now existing or hereafter occurring) of the improvements, buildings, facilities, personalty, soil,
groundwater, air or other elements on or of the relevant property by Hazardous Materials, or any derivatives thereof, or on or
of any other property as a result of Hazardous Materials, or any derivatives thereof, generated on, emanating from or disposed
of in connection with the relevant property.


 


“HSBC Cash Collateral Accounts”
means, collectively, Deposit Account #* * * and Deposit Account #* * * of BioCryst established and maintained
at HSBC Bank for the sole purpose of securing BioCryst’s obligations under the HSBC Letter of Credit; provided that
(a) no such Deposit Account shall hold an aggregate of cash and cash equivalents in excess of * * * of the aggregate
value of the letters of credit it is securing and (b) with respect to all such Deposit Accounts, the aggregate amount deposited
there in at any time does not exceed * * *.


 


“HSBC Letter of Credit” means the
letter of credit issued by HSBC Bank in favor of the landlord with


 



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respect to BioCryst’s leased real property located at 2100
Riverchase Center, Ste. 200 / Building 200, Birmingham, AL 35244, in an aggregate face amount equal to One Million Four Hundred
Thousand Dollars ($1,400,000).


 


“Indebtedness” means, without
duplication of amounts described by more than one of the following, (a) indebtedness for borrowed money (including the Obligations)
or the deferred price of, or payment for, property or services, such as reimbursement and other obligations for surety bonds and
letters of credit (other than trade accounts payable in the Ordinary Course of Business and liabilities associated with customer
prepayments and deposits), (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations,
(d) non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of
credit, banker’s acceptance or similar instrument, (e) equity securities of such Person subject to repurchase or redemption
other than at the sole option of such Person, (f) obligations secured by a Lien on any asset of such Person, whether or not such
obligation is otherwise an obligation of such Person, (g) “earnouts”, purchase price adjustments, profit sharing arrangements,
deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising
out of purchase and sale contracts, (h) all Indebtedness of others guaranteed by such Person, (i) off-balance sheet liabilities
and/or pension plan or multiemployer plan liabilities of such Person, (j) obligations arising under non-compete agreements, (k)
obligations arising under bonus, deferred compensation, incentive compensation or similar arrangements, other than those arising
in the Ordinary Course of Business, and (l) Contingent Obligations.


 


“Indemnified Liabilities” has the meaning given it in Section
14.8.


 


“Indemnified Taxes” means
(a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower
under this Agreement and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Indemnitees” has the meaning given it in Section 13.2(b).


 


“Indenture” means that certain
Indenture, dated as of March 9, 2011, by and between JPR Royalty Sub and U.S. Bank, National Association, as in effect on the date
hereof.


 


“Insolvency Proceeding” means
any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency Law, including
without limitation the laws of the United Kingdom, and including assignments for the benefit of creditors, compositions, extensions
generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.


 


“Intellectual Property” means
all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative
work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions,
continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, trade names, service marks, mask
works, rights of use of any name, domain names, or any other similar rights, any applications therefor, whether registered or not,
know-how, operating manuals, trade secret rights, clinical and non-clinical data, rights to unpatented inventions, and any claims
for damage by way of any past, present, or future infringement of any of the foregoing.


 


“Inventory” means all “inventory”,
as defined in the Code, with such additions to such term as may hereafter be made, and includes without limitation all merchandise,
raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation
such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and
any documents of title representing any of the above.


 


“Investment” means, with
respect to any Person, directly or indirectly, (a) to purchase or acquire any stock or stock equivalents, or any obligations or
other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary or a joint venture,
(b) to make or commit to make any acquisition (including through licensing) of (i) of all or substantially all of the assets of
another Person, or (ii) any business, Product, business line or product line, division or other unit operation of any Person or
(c) to make or purchase any


 



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advance, loan, extension of credit or capital contribution to, or any other investment
in, any Person.


 


“IP Security Agreement” means
any security agreement executed by Borrower that grants (or is prepared as a notice filing or recording with respect to) a Lien
or security interest in favor of Agent and/or Lenders on Intellectual Property, each as amended, restated, or otherwise modified
from time to time.


 


“IRC” means the Internal Revenue Code of 1986,
as amended, and any successor provisions.


 


“IRS” means the United States Internal Revenue Service.


 


“Joinder Requirements” has the meaning given it in Section
6.8(a).


 


“JPR Royalty Sub” means JPR Royalty Sub LLC, a Delaware
limited liability company.


 


“Laws” means any and all
federal, state, provincial, territorial, local and foreign statutes, laws, judicial decisions, regulations, guidance, guidelines,
ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, governmental
agreements and governmental restrictions, whether now or hereafter in effect, which are applicable to any Credit Party in any particular
circumstance.


 


“Lenders” means each of the
Persons identified on the Credit Facility Schedule as amended from time to time to reflect assignments made in accordance with
this Agreement.


 


“Libor Rate Index” means,
for any Applicable Interest Period, the rate per annum, determined by Agent (rounded upwards, if necessary, to the next 1/100th%)
by dividing (a) the rate per annum, determined by Agent in accordance with its customary procedures, and utilizing such electronic
or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/100%), to be the rate at which
Dollar deposits (for delivery on the first (1st) day of such Applicable Interest Period or, if such day is not a Business
Day, on the preceding Business Day) in the amount of One Million Dollars ($1,000,000) are offered to major banks in the London
interbank market on or about 11:00 a.m. (New York time) on the Applicable Interest Rate Determination Date, for a period of thirty
(30) days, which determination shall be conclusive in the absence of manifest error, by (b) one hundred percent (100%) minus
the Reserve Percentage; provided, however, that Agent may, upon prior written notice to Borrower, choose a reasonably
comparable index or source to use as the basis for the Libor Rate Index. The Libor Rate Index may be adjusted by Agent with respect
to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining
any eurodollar deposits or increased costs, in each case, due to changes in applicable Law occurring subsequent to the commencement
of the then Applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income
tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor),
which additional or increased costs would increase the cost of funding loans bearing interest based upon the Libor Rate Index;
provided, however, that, notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith
and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each
case pursuant to Basel III, shall in each case be deemed to be a “change in applicable Law”, regardless of the date
enacted, adopted or issued. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination
and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected
Lender, Borrower may, by notice to such affected Lender require such Lender to furnish to Borrower a statement setting forth the
basis for adjusting such Libor Rate Index and the method for determining the amount of such adjustment.


 


“Lien” means a claim, mortgage,
deed of trust, lien, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or
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“Margin Stock” means “margin
stock” as such term is defined in Regulation T, U, or X of the Board of Governors of the Federal Reserve System.


 


“Material Adverse Change”
means (a) a material impairment in the perfection or priority of Agent’s Lien (or any Lender’s Lien therein to the
extent provided for in the Financing Documents) in the Collateral; (b) a material impairment in the value of the Collateral; (c)
a material adverse change in the business, operations, or condition (financial or otherwise) or prospects of the Credit Parties,
taken as a whole; or (d) a material impairment of the prospect of repayment of any portion of the Obligations.


 


“Material Agreement” means
(a) each Royalty Hedge Document, (b) the Seqirus UK License Agreement, (c) the License and Services Agreement between BioCryst
and MDCP, LLC, dated as of September 23, 2016, as amended restated or otherwise modified from time to time in accordance with the
terms of this Agreement (the “Intercompany License Agreement”), (d) the agreements listed in the Disclosure
Schedule under the heading “Material Agreements”, (e) each agreement or contract to which a Credit Party is a party
relating to Material Intangible Assets or development of Products or Intellectual Property and which is material to the business
of the Credit Parties, (f) any agreement with respect to any material Product, the loss of which would materially impair Borrower’s
ability to sell or market such Product, and (g) any agreement or contract to which such Credit Party or its Restricted Subsidiaries
is a party, the termination of which could reasonably be expected to result in a Material Adverse Change.


 


“Material Indebtedness” has the meaning given it in Section
10.1(e).


 


“Material Intangible Assets”
means (a) all of Borrower’s Intellectual Property and (b) each license or sublicense agreements or other agreements with
respect to rights in Intellectual Property, that, in the case of each of clauses (a) and (b), is material to the condition (financial
or other), business or operations of Borrower.


 


“Maturity Date” means April 1, 2021.


 


“Maximum Lawful Rate” has the meaning given it in Section
2.6(g).


 


“MidCap” has the meaning given it in the preamble of this
Agreement.


 


“Multiemployer Plan” means
any employee benefit plan of the type described in Section 4001(a)(3) or ERISA, to which any Credit Party or any ERISA Affiliate
has at any time (whether presently or in the past) sponsored, maintained, contributed to, or had an obligation to make contributions
to or to which any Credit Party or any ERISA Affiliate has any liability, contingent or otherwise.


 


“Non-Consenting Lender” has the meaning given it in Section
13.14(d).


 


“Obligations” means all of
Borrower’s obligations to pay when due any debts, principal, interest, Protective Advances, fees, indemnities and other amounts
Borrower owes Agent or the Lenders now or later, under this Agreement or the other Financing Documents, including, without limitation,
interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of Borrower
assigned to the Lenders and/or Agent, and the payment and performance of each other Credit Party’s covenants and obligations
under the Financing Documents. “Obligations” does not include obligations under any warrants issued to Agent or a Lender.


 


“OFAC” means the U.S. Department of Treasury Office of Foreign
Assets Control.


 


“OFAC Lists” means, collectively,
the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg.
49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules
and regulations of OFAC or pursuant to any other applicable Executive Orders.


 


“Operating Documents” means, for any
Person, such Person’s formation documents, as certified with the


 



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Secretary of State (or other appropriate Governmental Authority)
of such Person’s jurisdiction of formation on a date that is no earlier than thirty (30) days prior to the Closing Date,
and (a) if such Person is a corporation, its bylaws and articles of incorporation, articles of association, articles of amalgamation
or articles of amendment (as applicable) in current form, (b) if such Person is a limited liability company, its limited liability
company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement),
each of the foregoing with all current amendments or modifications thereto.


 


“Ordinary Course of Business”
means, in respect of any transaction involving any Credit Party, the ordinary course of business of such Credit Party, as conducted
by such Credit Party in accordance with past practices or then current business practices set forth in the most recent operating
plan of Borrower to the extent approved by Agent, which shall in any event be at arms-length.


 


“Other Connection Taxes”
means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the
jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to,
performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other
transaction pursuant to or enforced this Agreement, or sold or assigned an interest in any Obligation hereunder).


 


“Other Tax Certification”
means such certification or evidence, in each case in form and substance reasonably satisfactory to Agent, that any Lender or prospective
Lender is exempt from, or eligible for a reduction in, U.S. federal withholding tax or backup withholding tax, including evidence
supporting the basis for such exemption or reduction.


 


“Other Taxes” means all present
or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from
the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under,
or otherwise with respect to, this Agreement, except any such Taxes that are Other Connection Taxes imposed with respect to an
assignment.


 


“Participant Register” has the meaning given it in Section
13.1(c).


 


“Patheon Inventory” means
that Inventory of the Credit Parties to be sold to Seqirus UK Limited pursuant to Section 3.4 of the Seqirus UK License Agreement.


 


“Payment Date” means the first calendar day of each calendar
month.


 


“PBGC” means the Pension Benefit Guaranty Corporation, or
any successor entity thereto.


 


“Pension Plan” means any
employee benefit pension plan that is subject to the minimum funding standards under Section 412 of the Code or is covered by Title
IV of ERISA (including a Multiemployer Plan) that any Credit Party or any ERISA Affiliate has, at any time (whether presently or
in the past) sponsored, maintained, contributed to, or had an obligation to make contributions to or to which any Credit Party
or any ERISA Affiliate has any liability (contingent or otherwise).


 


“Peramivir IP” means the
BioCryst Patents (as defined in the Seqirus UK License Agreement), the BioCryst Know-How (as defined in the Seqirus UK License
Agreement) and any other Intellectual Property necessary to perform Borrower’s obligations under the Seqirus UK License Agreement.


 


“Peramivir SPE” has the meaning given it in the preamble.


 


“Perfection Certificate”
means the Perfection Certificate delivered to Agent as of the Closing Date, together with any amendments thereto required under
this Agreement.


 


“Permitted Contest” has the meaning given it in Section
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“Permitted Contingent Obligations”
means (a) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course of Business; (b)
Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and
other similar obligations not to exceed * * * in the aggregate at any time outstanding; (c) Contingent Obligations arising
under indemnity agreements with title insurers; (d) Contingent Obligations arising with respect to customary indemnification obligations
in favor of purchasers in connection with dispositions of personal property assets permitted under Article 7; (e) Contingent Obligations
arising under the Financing Documents; (f) so long as there exists no Event of Default both immediately before and immediately
after giving effect to any such transaction, Contingent Obligations existing or arising under any swap contract, provided,
however, that such obligations are (or were) entered into by Borrower or an Affiliate in the Ordinary Course of Business
for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or
reasonably anticipated by such Person and not for purposes of speculation; (g) Contingent Obligations existing or arising in connection
with any security deposit or letter of credit obtained for the sole purpose of securing a lease of real property, or in connection
with ancillary bank services such as a corporate credit card facility, provided that the aggregate face amount of all such
security deposits, letters of credit and ancillary bank services does not at any time exceed * * *; (h) Contingent Obligations
arising in connection with the HSBC Letters of Credit secured solely by Liens permitted pursuant to clause (m) of the definition
of Permitted Liens; (i) Contingent Obligations not to exceed * * * arising in connection with the Royalty Hedges ; and
(j) other Contingent Obligations not permitted by clauses (a) through (h) above, not to exceed * * * in the aggregate
at any time outstanding; provided, however, that, notwithstanding the foregoing, the Peramivir SPE shall not be entitled
to incur any Contingent Obligations if doing so would cause a violation of the SPE Covenants.


 


“Permitted Indebtedness”
means: (a) Borrower’s Indebtedness to the Lenders and Agent under this Agreement and the other Financing Documents; (b) Indebtedness
existing on the Closing Date and described on the Disclosure Schedule; (c) Indebtedness secured by Permitted Liens permitted
pursuant to clause (b) of the definition thereof; (d) Subordinated Debt; (e) unsecured Indebtedness to trade creditors incurred
in the Ordinary Course of Business; (f) Permitted Contingent Obligations; (g) extensions, refinancings, modifications, amendments
and restatements of any items of Permitted Indebtedness set forth in (b) and (c) above, provided, however, that the principal
amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon the obligors thereunder;
(h) intercompany Indebtedness owed by a Foreign Subsidiary to a Credit Party that does not exceed * * * outstanding in
the aggregate at any one time and solely to the extent that such Indebtedness constitutes a “Permitted Investment”
of such Credit Party; and (i) Indebtedness consisting of intercompany loans and advances made by any Credit Party to any other
Credit Party, provided that (1) the obligations of the Credit Parties under such intercompany loan shall be subordinated
at all times to the Obligations of the Credit Parties hereunder or under the other Financing Documents in a manner satisfactory
to Agent, and (2) to the extent that such Indebtedness is evidenced by a promissory note or other written instrument, Borrower
shall pledge and deliver to Agent, for the benefit of itself and the Lenders, the original promissory note or instrument, as applicable,
along with an endorsement in blank in form and substance reasonably satisfactory to Agent; provided, further, that, notwithstanding
the foregoing, the Peramivir SPE shall not be entitled to incur any Indebtedness if doing so would cause a violation of the SPE
Covenants.


 


“Permitted Investments”
means: (a) Investments (i) existing on the Closing Date and described on the Disclosure Schedule and (ii) in Subsidiaries
made prior to the Closing Date; (b) Investments consisting of cash equivalents; (c) any Investments permitted by Borrower’s
investment policy, as amended from time to time, provided that such investment policy (and any material amendment thereto)
has been approved in writing by Agent, it being acknowledged and agreed that the investment policy provided to Agent on or prior
to the Closing Date has been approved (provided that under no circumstances shall Borrower be permitted to invest in or
hold Margin Stock); (d) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of any Credit Party; (e) Investments consisting of deposit accounts or securities accounts
in which Agent has a first priority perfected security interest; (f) Investments of cash and cash equivalents in (x) Restricted
Subsidiaries that are Foreign Subsidiaries, but solely to the extent that the aggregate amount of such Investments does not exceed
* * * for the twelve (12)-month period immediately preceding the making of any such Investment, and (y) Restricted Subsidiaries
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Subsidiaries but solely to the extent that the aggregate amount
of such Investments does not exceed * * * for the twelve (12)-month period immediately preceding the making of any such
Investment; provided, however, that the aggregate amount of such Investments made in any Restricted Subsidiary shall not,
in any event, exceed the amount necessary to fund the current operating expenses of such Restricted Subsidiary (taking into account
their revenue from other sources); (g) Investments consisting of (i) travel advances and employee relocation loans and other employee
loans and advances in the Ordinary Course of Business, and (ii) loans to employees, officers or directors relating to the purchase
of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s
board of directors; (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of
customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising
in the Ordinary Course of Business; (i) Investments by one Borrower in another Borrower; and (j) to the extent constituting Investments,
Investments consisting of Permitted Licenses; provided, however, that, notwithstanding the foregoing, no Borrower shall
be entitled to make any Investment if doing so would cause a violation of the SPE Covenants.


 


“Permitted Joint Venture”
means any joint venture formed or entered into by a Credit Party for the sole purposes of entering into Permitted License with
a Credit Party and undertaking activities directly related thereto to the extent such activities are not otherwise prohibited pursuant
to the terms of this Agreement or any other Financing Document.


 


“Permitted License” means:


 


(a)                
the licenses set forth on the Disclosure Schedules as of the Closing Date, as such licenses are in effect on the Closing
Date and without giving effect to any material amendments or other modifications thereto,


 


(b)                
the license of Intellectual Property rights granted by Peramivir SPE pursuant to the Seqirus UK License Agreement,


 


(c)                
the Intercompany License Agreement,


 


(d)                
any non-exclusive license of Intellectual Property rights of Borrower (other than the Peramivir SPE) or its Subsidiaries to a third
party or Permitted Joint Venture,


 


(e)                
any exclusive license of Intellectual Property rights of Borrower (other than the Peramivir SPE) or its Subsidiaries to a third
party or a Permitted Joint Venture so long as such Permitted Licenses are exclusive solely as to * * *,


 


(f)                 
any exclusive license of Intellectual Property rights of Borrower (other than the Peramivir SPE) to a third party or a Permitted
Joint Venture to the extent such Intellectual Property rights relate solely to the * * *,


 


(g)                
any exclusive license of Intellectual Property rights of Borrower (other than the Peramivir SPE) to a third party or a Permitted
Joint Venture to the extent such Intellectual Property rights relate solely to (i) * * * or (ii) * * *; provided
that no such license shall be permitted pursuant to this clause (g) unless, at the time such license is entered into, Borrower
is * * *;


 


provided, however, no license shall be permitted pursuant
to clauses (d)-(g) above unless such license (x) has been approved by Borrower’s Board of Directors, (y) does not result
in a legal transfer of title to the licensed property, and (z) is granted in exchange for fair consideration and pursuant to commercially
reasonable arms’ length terms.


 


“Permitted Liens” means:
(a) Liens existing on the Closing Date and shown on the Disclosure Schedule or arising under this Agreement and the other
Financing Documents; (b) purchase money Liens or capital leases


 



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securing no more than * * * in the aggregate amount outstanding
(i) on Equipment acquired or held by a Credit Party incurred for financing the acquisition of the Equipment, or (ii) existing on
Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment; (c) Liens
for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith and
for which adequate reserves are maintained on the Books of the Credit Party against whose asset such Lien exists, provided that
no notice of any such Lien has been filed or recorded under any applicable law, including, without limitation, the IRC and the
treasury regulations adopted thereunder; (d) statutory Liens securing claims or demands of materialmen, mechanics, carriers, warehousemen,
landlords and other Persons imposed without action of such parties, provided that they have no priority over any of Agent’s
Liens and the aggregate amount of such Liens for all Credit Parties does not at any time exceed * * *; (e) leases or
subleases of real property granted in the Ordinary Course of Business, and leases, subleases, non-exclusive licenses or sublicenses
of property (other than real property or Intellectual Property) granted in the Ordinary Course of Business, if the leases, subleases,
licenses and sublicenses do not prohibit granting Agent a security interest; (f) banker’s liens, rights of set-off and Liens
in favor of financial institutions incurred made in the Ordinary Course of Business arising in connection with a Credit Party’s
Collateral Accounts provided that such Collateral Accounts are subject to a Control Agreement to the extent required hereunder;
(g) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like
obligations incurred in the Ordinary Course of Business (other than Liens imposed by ERISA); (h) Liens arising from judgments,
decrees or attachments in circumstances not constituting an Event of Default; (i) easements, reservations, rights-of-way, restrictions,
minor defects or irregularities in title and similar charges or encumbrances affecting real property not constituting a Material
Adverse Change; (j) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a)
and (b) above, but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing
Lien and the principal amount of the Indebtedness may not increase; (k) [reserved]; (l) solely with respect to BioCryst, the pledge
of its membership interests in JPR Royalty Sub pursuant to the “Pledge and Security Agreement” (as defined in the Indenture);
(m) Liens in favor of HSBC Bank on the HSBC Cash Collateral Accounts to the extent securing obligations of Borrowers permitted
pursuant to clause (h) of the definition of Permitted Contingent Obligations; and (n) Liens in favor of Morgan Stanley Capital
Services, Inc. on the Royalty Hedge Collateral Account to the extent securing obligations of Borrowers permitted pursuant to clause
(i) of the definition of Permitted Contingent Obligations; provided, however, that, notwithstanding the foregoing, the Peramivir
SPE shall not be entitled grant or suffer to exist any Lien if doing so would cause a violation of the SPE Covenant.


 


“Person” means any individual,
sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association,
corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.


 


“Pledge Agreement” means
that certain Pledge Agreement, dated as of the date hereof, executed by Borrower in favor of Agent, for the benefit of the Lenders,
covering all the equity interests respectively owned by the Credit Parties, as amended, restated, or otherwise modified from time
to time.


 


“Pro Rata Share” means, as
determined by Agent, with respect to each Credit Facility and Lender holding an Applicable Commitment or Credit Extensions in respect
of such Credit Facility, a percentage (expressed as a decimal, rounded to the ninth decimal place) determined by dividing (a)
in the case of fully-funded Credit Facilities, the amount of Credit Extensions held by such Lender in such Credit Facility by
the aggregate amount of all outstanding Credit Extensions for such Credit Facility, and (b) in the case of Credit Facilities
that are not fully-funded, the amount of Credit Extensions and unfunded Applicable Commitments held by such Lender in such Credit
Facility by the aggregate amount of all outstanding Credit Extensions and unfunded Applicable Commitments for such Credit
Facility.


 


“Products” means any products
manufactured, sold, developed, tested or marketed by Borrower or any of its Subsidiaries, including without limitation, those
products set forth on the Products Schedule (as updated from time to time in accordance with Section 6); provided that,
for the avoidance of doubt, any new Product not disclosed on the Products Schedule shall still constitute a “Product”
as herein defined.


 



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“Protective Advances” means
all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) of Agent and the Lenders
for preparing, amending, negotiating, administering, defending and enforcing the Financing Documents (including, without limitation,
those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred by Agent or the Lenders in connection
with the Financing Documents.


 


“Recipient” means Agent and any Lender, as applicable.

“Register” has the meaning given it in Section 13.1(c).


 


“Registered Intellectual Property”
means any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for
any of the foregoing.


 


“Registered IP Disclosure Location”
means Canada, France, Germany, Japan, the United Kingdom and the United States.


 


“Registered Organization”
means any “registered organization” as defined in the Code, with such additions to such term as may hereafter be made.


 


“Regulatory Reporting Event” has the meaning given it in
Section 6.16(a).


 


“Regulatory Required Permit”
means any and all licenses, approvals and permits issued by the FDA, DEA or any other applicable Governmental Authority, including
without limitation Drug Applications, necessary for the testing, manufacture, marketing or sale of any Product by any applicable
Borrower(s) and its Restricted Subsidiaries as such activities are being conducted by such Borrower and its Restricted Subsidiaries
with respect to such Product at such time and any drug listings and drug establishment registrations under 21 U.S.C. Section 510,
registrations issued by DEA under 21 U.S.C. Section 823 (if applicable to any Product), and those issued by State governments for
the conduct of Borrower’s or any Restricted Subsidiary’s business.


 


“Required Lenders” means,
unless all of the Lenders and Agent agree otherwise in writing, Lenders having (a) more than fifty-one percent (51%) of the Applicable
Commitments of all Lenders, or (b) if such Applicable Commitments have expired or been terminated, more than fifty-one percent
(51%) of the aggregate outstanding principal amount of the Credit Extensions.


 


“Required Permit” means all
licenses, certificates, accreditations, product clearances or approvals, provider numbers or provider authorizations, supplier
numbers, provider numbers, marketing authorizations, other authorizations, registrations, permits, consents and approvals of a
Credit Party issued or required under Laws applicable to the business of Borrower or any of its Restricted Subsidiaries or necessary
in the manufacturing, importing, exporting, possession, ownership, warehousing, marketing, promoting, sale, labeling, furnishing,
distribution or delivery of goods or services under Laws applicable to the business of Borrower or any of its Restricted Subsidiaries.
Without limiting the generality of the foregoing, “Required Permits” includes any Regulatory Required Permit.


 


“Reserve Percentage” means,
on any day, for any Lender, the maximum percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor
Governmental Authority) for determining the reserve requirements (including any basic, supplemental, marginal, or emergency reserves)
that are in effect on such date with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities”)
of that Lender, but so long as such Lender is not required or directed under applicable regulations to maintain such reserves,
the Reserve Percentage shall be zero.


 


“Responsible Officer” means
any of the President and Chief Executive Officer or Chief Financial Officer of Borrower.


 



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“Restricted Subsidiary” means
(i) to the extent constituting a Subsidiary, each Permitted Joint Venture, (ii) each Excluded Domestic Holdco, (iii) each Foreign
Subsidiary, and (iv) any other Subsidiary that is not an Unrestricted Subsidiary.


 


“Royalty Hedge Collateral Account”
means Deposit Account #* * * of BioCryst established and maintained at Morgan Stanley Capital Services Inc. for the sole
purpose of securing BioCryst’s obligations under the Royalty Hedge; provided, that (a) the aggregate amount deposited
therein at any time does not exceed Seven Million Eight Hundred Thousand Dollars ($7,800,000) and (b) Borrower shall not deposit
any amounts therein in excess of the maximum amount required to be deposited therein at the time of such deposit.


 


“Royalty Hedge” means the
Confirmation of terms and conditions of ISDA Master Agreement, dated as of March 7, 2011, between Morgan Stanley Capital Services
Inc. and BioCryst Pharmaceuticals, Inc. dated as of March 9, 2011, in an aggregate notional amount equal to Seven Million Eight
Hundred Thousand Dollars ($7,800,000).


 


“Royalty Hedge Documents”
means the Royalty Hedge and all agreements and documents entered into from time to time by a Credit Party in connection therewith.


 


“Secretary’s Certificate”
means, with respect to any Person, a certificate, in form and substance reasonably satisfactory to Agent, executed by such Person’s
secretary (or other appropriate officer acceptable to Agent in its sole but reasonable discretion) on behalf of such Person certifying
(a) that such Person has the authority to execute, deliver, and perform its obligations under each of the Financing Documents to
which it is a party, (b) that attached to such certificate is a true, correct, and complete copy of the Borrowing Resolutions then
in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Financing Documents
to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Financing Documents on behalf of such Person,
together with a sample of the true signature(s) of such Person(s), (d) that attached to such certificate are true, correct, and
complete copies of the Operating Documents of Borrower (or the equivalent thereof in the relevant jurisdiction of organization
of such Credit Party) and good standing certificates of Borrower certified by the Secretary of State of the state(s) of organization
of Borrower (or the equivalent thereof in the relevant jurisdiction of organization of such Credit Party) as of a date no earlier
than thirty (30) days prior to the Closing Date, (e) that attached to such certificate is true, correct, and complete copy of the
Borrower’s Registration Rights Agreement/Investors’ Rights Agreement, voting agreements or other agreements among shareholders
and any amendments to the foregoing, and (f) that Agent and the Lenders may conclusively rely on such certificate unless and until
such Person shall have delivered to Agent a further certificate canceling or amending such prior certificate.


 


“Secured Promissory Note” has the meaning given it in Section
2.7.


 


“Securities Account” means
any “securities account”, as defined in the Code, with such additions to such term as may hereafter be made.


 


“Security Documents” means,
collectively, the Pledge Agreement, each IP Security Agreement, each Control Agreement, and each other agreement, document or instrument
executed concurrently herewith or at any time hereafter pursuant to which one (1) or more Credit Parties or any other Person provides,
as security for all or any portion of the Obligations, a Lien on any of its assets in favor of Agent for its own benefit and the
benefit of the Lenders, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.


 


“Seqirus UK License Agreement”
means that certain License Agreement, by and among BioCryst Pharmaceuticals, Inc. and Seqirus UK Limited, dated as of June 16,
2015, as in effect on the date hereof.


 


“Stated Rate” has the meaning given it in Section 2.6(g).


 


“Subordinated Debt” means
indebtedness incurred by Borrower which shall be (a) in an amount satisfactory to Agent, (b) made pursuant to documents in form
and substance reasonably satisfactory to Agent (the “Subordinated Debt Documents”), and (c) subordinated to
all of Borrower’s now or hereafter indebtedness to Agent and the Lenders pursuant to a Subordination Agreement.


 



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“Subordination Agreement”
means a subordination, intercreditor, or other similar agreement in form and substance, and on terms, approved by Agent in writing.


 


“Subsidiary”
means, with respect to any Person, any Person of which more than fifty percent (50.0%) of the voting stock or other equity interests
(in the case of Persons other than corporations) is owned or controlled, directly or indirectly, by such Person. Unless the context
otherwise requires, each reference to a Subsidiary shall be a reference to a Subsidiary of Borrower.


 


“Taxes” means all present
or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges
imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Transfer” has the meaning given it in Section 7.1.


 


“Unrestricted Subsidiary”
means (a) JPR Royalty Sub and (b) any other any Subsidiary of Borrower which Agent may agree from time to time, in its sole discretion,
that Borrower may designate as an Unrestricted Subsidiary for purposes of this Agreement.


 


“U.S. Person” means any Person that
is a “United States Person” as defined in Section 7701(a)(30) of the


 


Code.


 


“Withholding Agent” means Borrower and Agent.


 


[SIGNATURES APPEAR ON FOLLOWING PAGES]


 



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IN WITNESS WHEREOF, intending
that this instrument constitute an instrument executed and delivered under seal, the parties hereto have caused this Agreement
to be executed as of the Closing Date.


 


BORROWER:


 


BIOCRYST PHARMACEUTICALS, INC.


 


By: /s/ Jon P. Stonehouse                               (SEAL)

Name: Jon P. Stonehouse

Title: President and Chief Executive Officer


 


 


 


MDCP, LLC


 


By: /s/ Alane Barnes                                      (SEAL)

Name: Alane Barnes

Title: Vice President & Secretary


 


 


 






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AGENT: 


 


MIDCAP FINANCIAL TRUST


 


By. Apollo Capital Management, L.P.,

its investment manager


 


By Apollo Capital Management GP, LLC,

its general partner


 


By: /s/ Maurice Amsellem___________________(SEAL)


Name: Maurice Amsellem

Title: Authorized Signatory


 


 


 


 


 


 


 






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LENDERS:


 


MIDCAP FUNDING V TRUST


 


By: Apollo Capital Management, L.P.,

its investment manager


 


By: Apollo Capital Management GP, LLC,

its general partner


 


By: /s/ Maurice Amsellem                           (SEAL)

Name: Maurice Amsellem

Title: Authorized Signatory


 


 


 


 


 






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LENDERS:


 


MTDCAP FUNDING XIII TRUST


 


	
        By: Apollo Capital Management, L.P.,

        its investment manager

         

        By: Apollo Capital Management GP, LLC,

        its general partner

         

         

         

        By: /s/ Maurice Amsellem                                 
(SEAL)

        Name: Maurice Amsellem

        Title: Authorized Signatory

         

         

         

         

         

         

         
	 


 


 






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LENDERS:


 


FLEXPOINT MCLS HOLDINGS LLC


 


 


By: /s/ Stuart Edelman                                       (SEAL)


Name: Stuart Edelman


Title: Vice President


 


 


  


 


 


 


Address:


 


Flexpoint MCLS Holdings, LLC 


c/o MidCap Financial Services, LLC, as servicer 


7255 Woodmont Avenue, Suite 200 


Bethesda, Maryland 20814 


Attn: Account Manager for BioCryst transaction 


Facsimile: 301-941-1450 


E-mail: notices@midcapfinancial.com


 


with a copy to:


 


Flexpoint MCLS Holdings, LLC 


c/o MidCap Financial Services, LLC, as servicer 


7255 Woodmont Avenue, Suite 200 


Bethesda, Maryland 20814 


Attn: General Counsel 


Facsimile: 301-941-1450 


E-mail: legalnotices@midcapfinancial.com 


 


 


 






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EXHIBITS AND SCHEDULES


 


EXHIBITS


 


	Exhibit A		Collateral



 


	Exhibit B		Form of Compliance Certificate



 


	Exhibit C		Credit Extension Form



 


SCHEDULES


 


Credit Facility Schedule 


Amortization Schedule (for each Credit Facility) 


Post-Closing Obligations Schedule 


Closing Deliveries Schedule 


Disclosure Schedule 


Intangible Assets Schedule 


Products Schedule 


Required Permits Schedule 


SPE Covenant Schedule


 






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EXHIBIT A


 


COLLATERAL


 


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


 


(a)                
all goods, Accounts (including health-care insurance receivables), Equipment, Inventory, contract rights or rights to payment of
money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including
any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, investment accounts, commodity 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


 


(b)                
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.


 


Pursuant to the terms of a certain negative
pledge arrangement with Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property without Agent’s
and the Lenders’ prior written consent.


 


Notwithstanding the foregoing, in no event shall
Collateral include any of the following: (a) any license or contract as in effect on the date hereof, but only to the extent that
the granting of a security interest therein is prohibited by or would constitute a default under such license or contract as in
effect on the date hereof, and only to the extent that such prohibition or default is not terminated or rendered unenforceable
or otherwise deemed ineffective by the UCC (including, without limitation, Sections 9-406, 9-407 and 9-408 of the UCC) or any other
applicable law, provided that, upon the termination or expiration of any such prohibition or default, such license or contract
shall automatically be subject to the security interest granted in favor of Agent hereunder and shall become part of the “Collateral”,
(b) the equity interests in JPR Royalty Sub to the extent that Borrower is prohibited from pledging such interests pursuant to
the terms of the Pledge and Security Agreement (as defined in the Indenture), provided that, upon the termination or expiration
of such prohibition or termination of, or payment in full of the “Secured Obligations” under the Indenture, the equity
interests in JPR Royalty Sub shall automatically be subject to the security interest granted in favor of Agent hereunder and shall
become part of the “Collateral,” (c) any United States intent-to-use trademark applications to the extent that, and
solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render
void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable
law, provided that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use
pursuant to 15 U.S.C. Section 1051(c) or any successor provision, such intent-to-use trademark application shall be considered
Collateral, (d) any equity interests in any Subsidiary that is a Foreign Subsidiary that is not a Credit Party or Excluded Domestic
Holdco, in each case in excess of 65% of all of the issued and outstanding voting shares of capital stock of such Foreign Subsidiary
or Excluded Domestic Holdco, (e) any Excluded Deposit Accounts, and (f) the Patheon Inventory, but only to the extent that the
granting of a security interest therein is prohibited by the Seqirus UK License Agreement; provided that, upon the termination
or expiration of any such prohibition, the Patheon Inventory, to the extent Borrower has a right, title or interest therein, then
shall automatically be subject to the security interest granted in favor of Agent hereunder and shall become part of the “Collateral”
(collectively, all of the foregoing exclusions in clauses (a)-(f), “Excluded Property”); provided, however,
that Excluded Property shall not include any proceeds, products, substitutions, receivables or replacements of Excluded Property
(unless such proceeds, products, substitutions, receivables or replacements would otherwise constitute Excluded Property).


 






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EXHIBIT B


 


COMPLIANCE CERTIFICATE


 


TO: MidCap Financial Trust, as Agent


 


FROM: _____________________________


 


DATE: ________________, 201 ______


 


The undersigned authorized officer of BIOCRYST
PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), certifies that, under the terms and conditions
of the Credit and Security Agreement between Borrower, Agent and the Lenders (as amended, restated, supplemented, replaced or otherwise
modified from time to time, the “Agreement”):


 


(1)          Borrower
is in complete compliance with all required covenants for the month ending


 


______ ________, 201__, except as noted
below;


 


(2)          there
are no Events of Default;


 


(3)         
all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted
below; 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;


 


(4)         
each of Borrower and the other Credit Parties and Restricted Subsidiaries has timely filed all required Tax returns and reports,
and has timely paid all foreign, federal, state and local Taxes, assessments, deposits and contributions owed except as otherwise
permitted pursuant to the terms of the Agreement;


 


(5)         
no Liens have been levied or claims made against Borrower or any of its Restricted Subsidiaries relating to unpaid employee payroll
or benefits of which Borrower has not previously provided written notification to Agent; and


 


(6)         
[attached hereto is an updated [Disclosure Schedule][Required Permits Schedule][Products Schedule][Intangible Assets Schedule][INSERT
AS APPROPRIATE] as required to be updated pursuant to the terms of the Credit and Security Agreement.]1


 


Attached are the required documents supporting
the certifications set forth in this Compliance Certificate. The undersigned certifies, in his/her capacity as an officer of Borrower,
that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying
letter or footnotes. The undersigned acknowledges, in his/her capacity as an officer of Borrower, that no borrowings may be requested
at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance
is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall
have the meanings given them in the Agreement.


 


Please indicate compliance status by circling Yes/No under “Complies”
column.


 


	Reporting Covenant	Required	Complies
	 	 	 
	Monthly Financial Statements	Monthly within * * *	Yes
          No


 


_______________


1 To be included only with financial
statements delivered for periods ending March 31st and September 30th, respectively.


 



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	Audited Financial Statements	Annually within * * * after FYE	YesNo
	Board Approved Projections	Annually within * * * after FYE	YesNo
	Compliance Certificate	Monthly within * * *	YesNo


The following are the exceptions with respect to the
certification above: (If no exceptions exist, state “No exceptions to note.”)


 


 





 






 






 



 


 


	BIOCRYST PHARMACEUTICALS, INC.	 	AGENT USE ONLY
	 	 	 
	 By:________________________________


Name:______________________________


Title: ______________________________


	 	 Received by:_____


AUTHORIZED SIGNER


Date: ______________


 


Verified:____________


AUTHORIZED SIGNER


Date: ______________


 


Compliance Status: Yes          No



	 	 	 
	 	 	 









 





 





 





 






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EXHIBIT C


 


CREDIT EXTENSION FORM


 


DEADLINE IS NOON NEW YORK TIME


 


Date:                            , 201__


 


LOAN ADVANCE:


 


	Complete Outgoing
Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire.


 


From Account # ___________________________________To Account #____________________________


(Loan Account #)                                                                                     (Deposit Account #)


 


Amount of Advance $_________________________


 


Requested Date of Advance (subject to requirements of Credit and Security Agreement):


 


All of Borrower’s representations and warranties
in the Credit and Security Agreement are true, correct and complete in all material respects on the date of the request for an
advance; 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:


 


Authorized Signature: ______________________Phone Number: ________________


Print Name/Title:












 


OUTGOING WIRE REQUEST:


 





	Complete only if all or a portion of funds from the loan advance above is
to be wired.


 


Beneficiary Name:___________________________


Amount of Wire: $____________________________________


 


Beneficiary Lender:


Account Number:


 


City and State:______________________


 


Beneficiary Lender Transit (ABA) #: ____________Beneficiary Lender Code
(Swift, Sort, Chip, etc.):____________ 


(For International Wire Only)


Intermediary Lender: ________________________Transit (ABA) #:_______________________________


 


For Further Credit to:____________________________________________________________________ 


Special Instruction:______________________________________________________________________


 


By signing below, I (we) acknowledge and agree that my (our)
funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s)
covering funds transfer service(s), which agreements(s) were previously received and executed by me.


 


Authorized Signature: ______________________________2nd Signature
(if required):________________________


Print Name/Title: __________________________________Print Name/Title:______________________________


Telephone #:_____________________________________Telephone #: _________________________________






 






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CREDIT FACILITY SCHEDULE


 


The following Credit Facility is specified
on this Credit Facility Schedule:


 


Credit Facility and Type:                        Term


 


Lenders for and their respective Applicable Commitments to this Credit
Facility:


 


	Lender	Applicable Commitment
	MidCap Funding V Trust	Fifteen Million Dollars ($15,000,000)
	MidCap Funding XIII Trust	Five Million Dollars ($5,000,000)
	Flexpoint MCLS Holdings LLC	Three Million Dollars ($3,000,000)


 


 


The following defined terms apply to this Credit Facility:


 


Applicable Interest Period: means the one (1)-month
period starting on the first (1st) day of each month and ending on the last day of such month; provided, however, that the
first (1st) Applicable Interest Period for each Credit Extension under this Credit Facility shall commence on the date that the
applicable Credit Extension is made and end on the last day of such month.


 


Applicable Floor: means one half of one percent (0.5%) per annum for
the Applicable Libor Rate.


 


Applicable Funding Conditions: Not applicable.


 


Applicable Margin: a rate of interest equal to eight percent (8.0%)
per annum.


 


Applicable Prepayment Fee: means the following amount,
calculated as of the date (the “Accrual Date”) that the Applicable Prepayment Fee becomes payable in the case
of prepayments required under the Financing Documents or the date that any voluntary prepayment is made: (a) for an Accrual Date
on or after the Closing Date through and including the date which is twelve (12) months after the Closing Date, three percent (3.0%)
multiplied by the amount of the outstanding principal of the Credit Extension prepaid or required to be prepaid (whichever is greater);
(b) for an Accrual Date after the date which is twelve (12) months after the Closing Date through and including the date twenty-four
(24) months after the Closing Date, two percent (2.0%) multiplied by the amount of the outstanding principal of the Credit Extension
prepaid or required to be prepaid (whichever is greater); or (c) for an Accrual Date after the date twenty-four (24) months after
the Closing Date through and including the date which is thirty-six (36) months after the Closing Date, one percent (1.0%) multiplied
by the amount of the outstanding principal of the Credit Extension prepaid or required to be prepaid (whichever is greater).


 


Closed Period: Not applicable.


 


Commitment Commencement Date: Closing Date.


 


Commitment Termination Date: the close of the Business Day following
the Closing Date.


 


Minimum Credit Extension Amount: $23,000,000.


 


Permitted Purpose: Not applicable.


 






    71 


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AMORTIZATION SCHEDULE


 


Commencing on January 1, 2018, and continuing on the first
(1st) day of each calendar month thereafter, Borrower shall pay to Agent as a principal payment under the Credit Facility
outstanding an amount equal to the Amortization Payment (defined below) as an amortization payment in respect of the Credit Extensions
made under such Credit Facility. The term “Amortization Payment” means the principal payment based upon a forty
(40)-month straight-line amortization of equal monthly principal payments. Notwithstanding anything to the contrary contained in
the foregoing, the entire remaining outstanding principal balance under the Credit Extensions shall mature and be due and payable
upon the Maturity Date.


 






    72 


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POST CLOSING OBLIGATIONS SCHEDULE


 


Borrower shall satisfy and complete
each of the following obligations, or provide Agent with each of the items listed below, as applicable, on or before the date indicated
below, all to the satisfaction of Agent in its sole and absolute discretion:


 


		1.	Borrower shall, by the date that is * * * following the Closing
Date (or such later date as Agent may agree in writing), either provide Agent with (i) fully executed Access Agreements in respect
of Borrower’s facilities located at 33 Industrial Park Road, Pennsville, NJ 08070 and 1519 N. 23rd Street., Wilmington,
NC 28405, or (ii) evidence, reasonably satisfactory to Agent, that Borrower has relocated all assets and property maintained at
each such Closing Date Location to a location which is subject to an Access Agreement in favor of Agent; provided that,
notwithstanding the foregoing, Borrower shall use commercially reasonable efforts to obtain such Access Agreements by the date
that is * * * following the closing.



 


		2.	Borrower shall, by the date that is * * * following the Closing
Date (or such later date as Agent may agree in writing), either provide Agent with (i) a fully executed Access Agreement in respect
of Borrower’s facility located at 4505 Emperor Blvd., Suite 200 Durham, NC 27703 or (ii) evidence, reasonably satisfactory
to Agent, that Borrower has relocated all of Borrower’s Books to a business location which is subject to an Access Agreement
in favor of Agent; provided that, notwithstanding the foregoing, Borrower shall use commercially reasonable efforts to obtain
such Access Agreements by the date that is * * * following the closing.



 


		3.	Borrowers shall, by the date that is * * * following the Closing
Date (or such later date as Agent may agree in writing) cause shares representing 65% of the stock of BioCryst UK Limited together
with undated stock powers (or the equivalent) with respect thereto duly executed in blank to be delivered to Agent.



 


		4.	Borrower shall, by the date that is * * * after the Closing Date (or such later date
as Agent may agree in writing), provide Agent with endorsements to Borrowers’ property insurance policies naming Agent as
lender loss payee and endorsements to Borrowers’ liability insurance policies naming Agent as additional insured in respect
of each of the insurance policies required by Section 6.5.



 


		5.	Borrower shall, by the date that is * * * after the Closing Date (or such later date
as Agent may agree in writing) establish one or more separate Deposit Accounts in accordance with the SPE Covenants in the name
of Peramivir SPE at Wells Fargo Bank, N.A. and deliver Control Agreements with respect to each such Deposit Account, in form and
substance acceptable to Agent, duly executed and delivered by Peramivir, Agent and Wells Fargo Bank, N.A.



 


		6.	Borrower shall, by the date that is * * * after the Closing Date (or such later date
as Agent may agree in writing) deliver Control Agreements with respect to each such Deposit Account, in form and substance acceptable
to Agent, duly executed and delivered by BioCryst, Agent and Wells Fargo Bank, N.A. with respect to BioCryst’s account #* * *
at Wells Fargo Bank, N.A. (the “Foreign Currency Account”); provided that prior to the date on which
such Control Agreement is executed and delivered, Borrowers shall not permit the aggregate balance of the Foreign Currency Account
to exceed $* * * at any time.



 


Borrower’s failure to
complete and satisfy any of the above obligations on or before the date indicated above, or Borrower’s failure to deliver
any of the above listed items on or before the date indicated above, shall constitute an immediate and automatic Event of Default.


 






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CLOSING DELIVERIES SCHEDULE


 


		1.	duly executed signatures to the Financing Documents to which Borrower is a party;



 


		2.	duly executed signatures to the Control Agreements with Wells Fargo Bank, National Association;



 


		3.	duly executed original Secured Promissory Notes in favor of each Lender with
a face amount equal to such Lender’s Applicable Commitment under each Credit Facility;



 


		4.	the Operating Documents of Borrower and good standing certificates of Borrower
(or the equivalent thereof in the relevant jurisdiction of organization of Borrower) certified by the Secretary of State or similar
entity of the jurisdiction of organization of Borrower as of a date no earlier than thirty (30) days prior to the Closing Date;



 


		5.	good standing certificates (or the equivalent thereof in the relevant jurisdiction
of organization of Borrower) dated as of a date no earlier than thirty (30) days prior to the Closing Date to the effect that Borrower
is qualified to transact business in all states in which the nature of Borrower’s business so requires;



 


		6.	duly executed signatures to the completed Borrowing Resolutions for Borrower;



 


		7.	certified copies, dated as of a recent date, of Lien, bankruptcy, insolvency,
judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by Agent with respect to the Credit
Parties, as Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated
in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension,
will be terminated or released;



 


		8.	the Perfection Certificate executed by Borrower;



 


		9.	[Reserved];



 


		10.	a legal opinion of Borrower’s counsel dated as of the Closing Date
together with the duly executed signatures thereto;



 


		11.	[Reserved];



 


		12.	payment of the fees and expenses of Agent and the Lenders then accrued, including
pursuant to the Fee Letters;



 


		13.	a duly executed Secretary’s Certificate dated as of the Closing Date
which includes copies of the completed Borrowing Resolutions for Borrower;



 


		14.	timely receipt by Agent of an executed disbursement letter;



 


		15.	a certificate executed by a Responsible Officer of Borrower, in form and
substance reasonably satisfactory to Agent, which shall certify as to certain conditions to the funding of the Credit Extensions
on the Closing Date; and



 


		17.	(i) all share certificates, transfers and stock transfer forms or equivalent duly executed by
the relevant Credit Party in blank in relation to the assets subject to or expressed to be subject to the Security Documents and
other documents of title to be provided under the Security Documents, other than the share certificates and related transfer with
respect to Biocryst UK Limited and (ii) all other possessory collateral required to be delivered to Agent with corresponding endorsements
pursuant to Section 4.2(b).



 






    74 


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DISCLOSURE SCHEDULE


 


Scheduled Collateral Accounts


 


	Bank Name	Account Type	Account Number
	Wells Fargo Bank, NA	* * *	* * *
	Wells Fargo Bank, NA	* * *	* * *
	Wells Fargo Bank, NA	* * *	* * *
	Wells Fargo Bank, NA	* * *	* * *
	Wells Fargo Bank, NA	* * *	* * *
	HSBC	* * *	* * *
	HSBC	* * *	* * *
	Wells Fargo Advisors	* * *	* * *
	US Bank, NA	* * *	* * *
	Morgan Stanley	* * *	* * *


 


 


 






    75 


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Scheduled Permitted Investments 


 


NONE.


 


 


 


 


 


 






    76 


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Scheduled Permitted Liens


 


	Debtor	Secured Party	Collateral	State and Jurisdiction	Filing Date and Number (include original file date and continuations, amendments, etc.)
	
        BioCryst

        Pharmaceuticals, Inc.

         
	MRC Computer 

Corp.	Laboratory and Computer equipment	Delaware	
        Initial Filing 2/21/13

        20130692039

         

	
        BioCryst

        Pharmaceuticals, Inc.

         
	MRC Computer 

Corp.	Laboratory and Computer equipment	Delaware	
        Initial Filing 2/21/13

        20130691841

         

	
        BioCryst

        Pharmaceuticals, Inc.

         
	Canon Financial Services	Copier	Delaware	
        Initial Filing 12/21/11

        20114919851

         

	
        BioCryst

        Pharmaceuticals, Inc.

         
	GreatAmerica Financial Services Corporation	Copier	Delaware	
        Initial Filing 8/7/14

        20143219284

         



 


 


 






    77 


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Scheduled Permitted Indebtedness


 


	Lease Obligations	 	 	Maturity	Months Remaining	Rent per month	Tax	Total Monthly Pymt.	 
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *
	* * *	* * *	* * *	* * *	* * *	* * *	* * *	* * *


 


 


 


 






    78 


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Scheduled Material Agreements


 


1.       Joint Research and License Agreement,
dated November 23, 1994, by and between BioCryst


          Pharmaceuticals, Inc. and The University of Alabama at Birmingham (“UAB
Agreement”).


 


 


 


 


 


 






    79 


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Permitted License


 


		1.	See “Intangible Assets Schedule—License and Similar Agreements—Material
License Agreements” The Company also has the following outbound licenses existing on the Closing Date:



 


		1.	License, Development and Commercialization Agreement, dated February 28,
2007, by and between Shionogi & Co., Ltd. and BioCryst Pharmaceuticals, Inc.



 


		2.	First Amendment to License, Development and Commercialization Agreement,
effective as of September 30, 2008, between BioCryst Pharmaceuticals, Inc. and Shionogi & Co., Ltd.



 


		3.	Amended and Restated Agreement, dated November 11, 2011, by and between BioCryst Pharmaceuticals,
Inc. and Mundipharma International Holdings Limited.



 


		4.	Supply, Distribution and Licensing Agreement, dated March 2, 2011, by and between BioCryst Pharmaceuticals,
Inc. and Neopharm Scientific Ltd.



 


		5.	License, Development and Commercialization Agreement, dated June 12, 2006, by and between BioCryst
Pharmaceuticals, Inc. and Green Cross Corporation.



 


 


 


 






    80 


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Scheduled Litigation 


 


NONE.


 


 


 


 


 


 


 






    81 


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Scheduled ownership interest in any Chattel Paper, letter of credit
rights, commercial tort claims, Instruments, documents or investment property


 


NONE.


 


 


 


 


 


 






    82 


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INTANGIBLE ASSETS SCHEDULE


 


See Summaries of US, Canadian, UK,
German, French, and Japanese Patents and Applications in BioCryst Patent Estate, attached as Exhibit A.


 


See Summary of US, Canadian, UK, German, French, and Japanese Trademark
Registrations and Applications in BioCryst Estate, attached as Exhibit B.


 


 


 


 


 


 


 


 






    83 


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EXHIBIT A


Summary of US Patents and Applications in BioCryst Patent Estate
- September 14, 2016


 


	Borrower that is Owner of IP1	Name/Identifier of IP	Type of IP	
        Patent or

        Application Number

         
	Filing Date2	
        Projected

Expiration

        Date3

         

	 	 	 	 	 	 
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *


 


 


Confidential


 






    84 


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EXHIBIT A


 


Summary of US Patents and Applications in BioCryst Patent Estate
- September 14, 2016


 


	Borrower that is Owner of IP1	Name/Identifier of IP	Type of IP	
        Patent or

        Application Number

         
	Filing Date2	
        Projected

Expiration

        Date3

         

	 	 	 	 	 	 
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *


 


 


Confidential


 






    85 


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EXHIBIT A


 


Summary of US Patents and Applications in BioCryst Patent Estate
- September 14, 2016


 


	Borrower that is Owner of IP1	Name/Identifier of IP	Type of IP	
        Patent or

        Application Number

         
	Filing Date2	
        Projected

Expiration

        Date3

         

	 	 	 	 	 	 
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *


 


 


Confidential


 






    86 


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EXHIBIT A


 


Summary of US Patents and Applications in BioCryst
Patent Estate - September 14, 2016


 


NOTES:


 


1 The asterisk (*) indicates "Licensee" status. 


2Unless otherwise indicated, PCT filing date is listed.
The asterisk (*) indicates earliest US Utility filing date for non-PCT- based applications. 


3Projected expiration dates extending beyond 20 years
include PTA adjustments. 


4Not yet published, so unavailable to the public. 


5US national-stage of * * *, which has published.


 


Confidential


 


 


 


 






    87 


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EXHIBIT A


 


Summary of Canadian Patents and Applications in BioCryst Patent
Estate - September 20, 2016


 


	
        Borrower that

         

        isOwnerof

        IP1

         
	Name/Identifier of IP	Type of IP	Patent or Application 

Number	Filing Date2	Projected Expiration Date
	 	 	 	 	 	 
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *


 


 


NOTES:


 


1 The asterisk (*) indicates "Licensee"
status.


2 PCT application filing date is listed.


 


Confidential


 






    88 


    	Pursuant to 17 CFR 20.24b-2, confidential information has been omitted in places marked “***” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request with the Commission.

 

    

EXHIBIT A


 


Summary of United Kingdom (GB), France (FR), and Germany (DE)
Patents and Applications in BioCryst Patent Estate - September 20, 2016


 


	Borrower that is Owner of IP1	Name/Identifier of IP	Type of 

IP	Country	Patent or 

Application 

Number2	Filing Date3	Projected 

Expiration 

Date
	 	 	 	 	 	 	 
	BioCryst	* * *	Patent	GB, FR	* * *	* * *	* * *
	BioCryst	* * *	Patent	DE	* * *	* * *	* * *
	BioCryst*	* * *	Patent	GB, FR	* * *	* * *	* * *
	BioCryst*	* * *	Patent	DE	* * *	* * *	* * *
	BioCryst*	* * *	Patent	GB, FR	* * *	* * *	* * *
	BioCryst*	* * *	Patent	DE	* * *	* * *	* * *
	BioCryst*	* * *	Patent	EP	* * *	* * *	* * *
	BioCryst	* * *	Patent	EP	* * *	* * *	* * *
	BioCryst*	* * *	Patent	GB, FR	* * *	* * *	* * *
	BioCryst*	* * *	Patent	DE	* * *	* * *	* * *
	BioCryst	* * *	Patent	GB, FR	* * *	* * *	* * *
	BioCryst	* * *	Patent	DE	* * *	* * *	* * *
	BioCryst*	* * *	Patent	GB, FR	* * *	* * *	* * *
	BioCryst*	* * *	Patent	DE	* * *	* * *	* * *
	BioCryst	* * *	Patent	GB, FR	* * *	* * *	* * *


 


 


Confidential


 






    89 


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EXHIBIT A


 


	Borrower that is Owner of IP1	Name/Identifier of IP	Type of 

IP	Country	Patent or 

Application 

Number2	Filing Date3	Projected 

Expiration 

Date
	 	 	 	 	 	 	 
	 	* * *	 	 	 	 	 
	BioCryst	* * *	Patent	DE	* * *	* * *	* * *
	BioCryst	* * *	Patent	EP	* * *	* * *	* * *
	BioCryst	* * *	Patent	EP	* * *	* * *	* * *
	BioCryst	* * *	Patent	EP	* * *	* * *	* * *
	BioCryst	* * *	Patent	EP	* * *	* * *	* * *
	BioCryst	* * *	Patent	GB, FR	* * *	* * *	* * *
	BioCryst	* * *	Patent	DE	* * *	* * *	* * *
	BioCryst	* * *	Patent	EP	* * *	* * *	* * *


 


 


NOTES:


 


1 The asterisk (*) indicates "Licensee" status.


2 All GB, FR, and DE patents are validations of an EP granted patent.
GB and FR validations retain the EP patent number; DE validation numbers reflect the assigned German file number. Pending EP applications
have GB, FR, and DE listed as designated states in which a future EP grant may be validated.


3 PCT application filing date is listed.


4 European national-stage filing of * * * (which has
published) has been authorized; EP application number is to be assigned.


 


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EXHIBIT A


 


Summary of Japanese Patents and Applications in BioCryst Patent
Estate - September 20, 2016


 


	
        Borrower that is Owner of IP1

         
	Name/Identifier of IP	Type of IP	Patent or Application 

Number	Filing Date2	
        Projected

Expiration

        Date3

         

	 	 	 	 	 	 
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst*	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *


 


 


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EXHIBIT A


 


	
        Borrower that is Owner of IP1

         
	Name/Identifier of IP	Type of IP	Patent or Application 

Number	Filing Date2	
        Projected

Expiration Date3

         

	 	 	 	 	 	 
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *
	BioCryst	* * *	Patent	* * *	* * *	* * *


 


 


NOTES:


 


1 The asterisk (*) indicates "Licensee"
status. 


2 PCT application filing date is listed. 


3 Projected expiration dates extending beyond
20 years include PTE adjustments. 


4 Japanese national-stage of * * *,
which has published; the Japanese application number is not yet available.


 


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EXHIBIT B


 


Summary of Trademark Registrations and Applications in BioCryst
Estate – September 20, 2016


 


	Borrower that is Owner of IP1	Country	Name/Identifier of IP	Type of IP	Trademark 

Registration or 

Application 

Number	Filing Date	Expiration 

Date1
	BioCryst	US	BIOCRYST	Trademark	3,974,837	08/14/2007	06/07/2021
	BioCryst	US	BIOCRYST	Trademark	4,096,431	08/14/2007	02/07/2022
	BioCryst	US	BIOCRYST LOGO	Trademark	3,966,596	08/14/2007	05/24/2021
	BioCryst	US	BIOCRYST LOGO	Trademark	86-461,211	11/21/2014	To Be 

Determined
	BioCryst	US	BIOCRYST PHARMACEUTICALS, INC	Trademark	2,902,002	06/11/2002	11/09/2024
	BioCryst	US	BIOCRYST PHARMACEUTICALS, INC	Trademark	3,974,836	08/14/2007	06/07/2021
	BioCryst	US	DESIGN. OPTIMIZE. DELIVER.	Trademark	4,074,214	05/19/2011	12/20/2021
	BioCryst	CA	BIOCRYST PHARMACEUTICALS, INC.	Trademark	To Be Determined	
        To Be

        Determined

         
	To Be 

Determined
	BioCryst	EU	BIOCRYST PHARMACEUTICALS, INC.	Trademark	2960995	12/04/2002	10/24/2022
	BioCryst	JP	BIOCRYST PHARMACEUTICALS, INC.	Trademark	4721741	12/04/2002	10/24/2023


 


 


1For US trademarks, 10-year date based on initial
registration date or subsequent renewal date. Assumes "Declaration of Use under Section 8" is filed between the fifth
and sixth year following registration. The filing of a combined "Declaration of Use and Application for Renewal under Sections
8 and 9" must be filed between the ninth and tenth year after registration, and every 10 years thereafter, to maintain mark
beyond the initial 10-year expiration date.


 


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INTANGIBLE ASSETS SCHEDULE (CONTINUED)


 


LICENSE AND SIMILAR AGREEMENTS


 


Material License Agreements


 


	INBOUND LICENSE # 1
	Name and Date of License Agreement:	Joint Research and License Agreement by and between BioCryst Pharmaceuticals, Inc. and The UAB Research Foundation re: Neuraminidase (IVN), dated November 23, 1994
	Borrower that is Licensee:	BioCryst Pharmaceuticals, Inc.
	Name and address of Licensor:	The UAB Research Foundation, 701 South 20th Street, Suite 1120G/AB, Birmingham, Alabama 35294-0111
	Expiration Date of License	See Section 13.1, at page 41
	Exclusive License [Y/N]?	Yes
	Restrictions on:	Right to Grant a Lien [Y/N]?	 
	Right to Assign [Y/N]?	No, without the prior written consent of UAB (which shall not be unreasonably withheld), the licenses and other rights granted pursuant to this Agreement, shall not be transferred in their entirety by BioCryst to any other party other than to a successor of the business of BioCryst relating to IVNI and any other such transfer shall be null and void.
	Right to Sublicense [Y/N]?	BioCryst is free to grant licenses and sublicenses to Third Parties without the necessity of obtaining any consent from UAB. (Section 14.5).
	Under the terms of this agreement, UAB performed specific research for us in return for research payments and license fees. UAB has granted us certain rights to any discoveries in these areas resulting from research developed by UAB or jointly developed with us. We have agreed to pay single digit royalties on sales of any resulting product and to share in future payments received from other third-party partners. These two agreements have initial 25-year terms, are automatically renewable for five-year terms throughout the life of the last patent and are terminable by us upon three months’ notice and by UAB under certain circumstances.


 


 


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	OUTBOUND LICENSE #1 [COMPLETE FOR EACH AGREEMENT]
	Name and Date of License Agreement:	License Agreement by and between BioCryst Pharmaceuticals, Inc. and Seqirus UK Limited, dated June 16, 2015
	Borrower that is Licensor:	BioCryst Pharmaceuticals, Inc.
	Name and address of Licensee:	Seqirus UK Limited, 100 New Bridge Street, London, England, EC4V 6JA
	Expiration Date of License	See Article 13, Section 13.1, at page 40
	Exclusive License [Y/N]?	Yes, in the Field and in the Territory (worldwide, excluding Israel, Japan, South Korea and Taiwan)
	Restrictions on:	Right to Grant a Lien [Y/N]?	No, unless Seqirus provides written consent. (Section 16.1)
	Right to Assign [Y/N]?	No, unless Seqirus provides written consent, except that assignment to an affiliate is permitted (Section 16.1)
	Right to Sublicense [Y/N]?	A limited sublicense to Third Party contractors as permitted under Section 3.6 does not require the prior approval of BioCryst. Any other sublicense requires the prior approval of BioCryst. (Sections 2.1, 3.6)
	Does Default or Termination Affect Agent’s Ability to sell [Y/N]?	Yes.
	Describe Licensed Intellectual Property For This License
	Name / Identifier of IP	Type of IP (e.g., patent, TM, ©, mask work)	
        Registration/

        Publication or Application Number1

         
	Filing Date2 / Expiration Date3
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	 	 	 	 	 	 


 


 


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	* * *	 	 	 
	 	 	 	 
	* * *	Patent	* * *	* * *
	 	 	 	 
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	 	 	 	 
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	 	 	 	 
	* * *	Patent	* * *	* * *
	* * *	Patent	* * *	* * *
	* * *	 	 	 
	* * *	Patent	* * *	* * *


 


 


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* * *


 


NOTES:


 


1 Updated from license schedule to reflect
current status (e.g., patent grants, additional filings (continuations, divisionals, patent status etc...).


 


2 Unless otherwise indicated, PCT filing date is listed.
The asterisk (*) indicates earliest US Utility filing date for non-PCT-based applications.


 


3 For US patents, projected expiration dates
extending beyond 20 years include PTA adjustments.


 


 


 


 


 


 


 


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PRODUCTS SCHEDULE


 


RAPIVAB

BCX7353

BCX4430


 


 


 


 


 


 


 


 






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REQUIRED PERMITS SCHEDULE


 


NDA 206426 FOR RAPIVAB (PERAMIVIR) WAS SUBMITTED ON 22 DEC 2013
AND APPROVED ON 19 DEC 2014.


 


 


 


 


 


 


 


 


 






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SPE COVENANT SCHEDULE


 


Since the date
of its formation and at all times on and after the date thereof, Peramivir SPE has complied with and shall at all times after
the date hereof comply with the following requirements:


 


(a)         
does not have and will not have any assets other than (i) the Seqirus UK License Agreement and all of its rights thereunder, (ii)
its rights under a license agreement between Borrower, as licensor, and Peramivir SPE, as licensee, regarding the Peramivir IP
and (iii) de minimis cash necessary to pay fees and costs associated with maintaining its legal existence and good standing in
its respective jurisdiction of formation, each in accordance with Section 6.1 of the Agreement;


 


(b)         
is not engaged and will not engage in any business unrelated to the performance of its obligations under the Seqirus UK License
Agreement and the license agreement with Borrower regarding the Peramivir IP;


 


(c)         
is organized solely for the purpose of assuming all of Biocryst’s rights and obligations under the Seqirus UK License Agreement;


 


(d)         
has not entered into and will not enter into any contract or agreement with any Affiliate of such entity, any constituent party
of such entity or any Affiliate of any constituent party, except upon terms and conditions, that have been, are and shall be intrinsically
fair and substantially similar to those that would be available on an arms-length basis with third parties other than any such
party;


 


(e)         
has not incurred and will not incur any Indebtedness other than the Obligations incurred hereunder;


 


(f)          
has not made and will not make any loans or advances to any third party (including any affiliate or constituent party or any affiliate
of any constituent party) and has not and shall not acquire obligations or securities of its Affiliates or any constituent party;


 


(g)         
has been, is and will remain solvent and has paid, and will pay, its debts and liabilities (including, as applicable, shared personnel
and overhead expenses) from its own funds and assets as the same have become due and as same shall become due;


 


(h)         
has done or caused to be done and will do all things necessary to observe organizational formalities and preserve its existence
and will not, nor will such entity permit any constituent party, to amend, modify or otherwise change the organizational documents
of such entity or such constituent party without the prior written consent of Agent;


 


(i)           
has maintained, and will maintain, all of its books, records, financial statements and bank accounts separate from those of its
Affiliates and any constituent party and such entity will file its own tax returns. Such entity shall maintain its books, records,
resolutions and agreements as official records;


 


(j)          
has been and will be, and at all times has held itself out and will hold itself out to the public as, a legal entity separate and
distinct from any other entity (including any Affiliate of such entity, any constituent party of such entity or any Affiliate of
any constituent party), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business
in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize
a separate telephone number, if any, and separate stationery, invoices and checks;


 


(k)         
has maintained, and will maintain, adequate capital for the normal obligations reasonably foreseeable in a business of its size
and character and in light of its contemplated business operations;


 


(l)           
has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation,
merger, sale of all or substantially all of its assets, transfer of its equity


 






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interests or amendment of its operating documents with respect to
the matters set forth in this SPE Covenant Schedule;


 


(m)     has not commingled
and will not commingle its funds and other assets with those of any Affiliate or constituent party, or any Affiliate of any constituent
party, or any other person;


 


(n)       has
and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual
assets from those of any Affiliate or constituent party, or any Affiliate of any constituent party, or any other Person and has
held and will hold its assets in its own name;


 


(o)       has
not and will not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available
to satisfy the obligations of any other Person except as permitted pursuant to this Agreement;


 


(p)       [reserved];


 


(q)       has
organizational documents that provide that it will not: (i) dissolve, merge, liquidate, consolidate; (ii) sell all or substantially
all of its assets; (iii) engage in any other business activity or amend its organizational documents with respect to the matters
set forth in this SPE Covenant Schedule without the consent of Agent; or (iv) without the affirmative vote of all directors or
managers of such entity, file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to
itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;


 


(r)        
has maintained and will maintain its financial statements, accounting records and other entity documents separate from any other
Person and has not permitted and will not permit its assets to be listed as assets on the financial statement of any other entity
except as required by GAAP; provided, however, that any such consolidated financial statement shall contain a note
indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute
obligations of the consolidated entity;


 


(s)       
has paid and will pay its own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets,
and has maintained and will maintain a sufficient number of employees in light of its contemplated business operations;


 


(t)        
has allocated and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but
not limited to, paying for shared office space and services performed by any employee of an Affiliate;


 


(u)       maintains
and uses and will maintain and use separate stationery, invoices and checks bearing its name;


 


(v)       has
not pledged and will not pledge its assets for the benefit of any other Person, except as permitted pursuant to this Agreement;


 


(w)      has not identified
and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it and has
not identified itself and shall not identify itself as a division of any other Person;


 


(x)       has
not and will not have any obligation to, and will not, indemnify its partners, officers, directors or members, as the case may
be, unless such an obligation is fully subordinated to the Obligations and will not constitute a claim against it in the event
that cash flow in excess of the amount required to pay the Obligations is insufficient to pay such obligation; and


 


(y)       shall
conduct its business so that the assumptions made with respect to such entity in any opinion letter (the “Non-Consolidation
Opinion”) to be delivered by counsel for such entity, as reasonably requested by


 






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Agent in connection with a secondary market transaction undertaken
with respect to the Credit Extensions shall be true and correct in all respects.