10-K 2013 Exhibit 10.32





Exhibit 10.32


Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




 

 

 


AMENDED AND RESTATED AGREEMENT FOR THE SALE AND ASSIGNMENT OF RIGHTS

DATED AS OF DECEMBER 20, 2013

BY AND BETWEEN

NPS PHARMACEUTICALS, INC.

AND

DRUG ROYALTY L.P. 3

 

 








Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.



TABLE OF CONTENTS


	
1
	
DEFINITIONS	
2
	
1.1	
            Defined Terms	
2
	
1.2	
            Interpretation	
6
	
1.3	
            Currency	
7
	
1.4	
            Additional Definitions	
7
	
2
	
ROYALTY GRANT; CONSENT; AMENDMENT AND RESTATEMENT OF ORIGINAL PURCHASE AGREEMENT	
8
	
2.1	
            Royalty Grant	
8
	
2.2	
            Consent to the Revenue Interest Arrangement	
8
	
2.3	
            Conditional Amendment and Restatement of the Original Purchase Agreement	
8
	
2.4	
            Mutual Release	
9
	
2.5	
            Tolling	
9
	
2.6	
            Accrued Claims	
10
	
3
	
THE CLOSING	
10
	
3.1	
            The Closing	
10
	
3.2	
            NPS Closing Deliveries	
10
	
3.3	
            DR3 Closing Deliveries	
11
	
4
	
REPRESENTATIONS, WARRANTIES OF NPS	
11
	
4.1	
            Organization, Standing and Power	
11
	
4.2	
            Authority, Execution and Delivery; Enforceability	
11
	
4.3	
            No Conflicts	
11
	
4.4	
            No Consent	
12
	
4.5	
            Rights in DR3 Royalty Right	
12
	
4.6	
            Agreements	
12
	
4.7	
            Patents and Other Intellectual Property	
12
	
4.8	
            Litigation	
13
	
4.9	
            Regulatory Submissions	
14
	
4.1	
            Prior Royalties	
14
	
4.11	
            Reports	
14
	
4.12	
            Disclosure	
14








Confidential Treatment Requested. Confidential portions of this document have 

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5
	
REPRESENTATIONS, WARRANTIES OF DR3	
14
	
5.1	
            Organization	
14
	
5.2	
            Authorization	
14
	
5.3	
            No Conflicts	
14
	
5.4	
            No Consent	
15
	
5.5	
            No Litigation	
15
	
6
	
COVENANTS	
15
	
6.1	
            Patent Obligations	
15
	
6.2	
            Confidentiality	
16
	
6.3	
            Infringement of NPS Technology	
17
	
6.4	
            DR3 May Perform	
17
	
6.5	
            Grant of Security Interest	
18
	
6.6	
            Acknowledgment of Existing Patent Filings	
18
	
6.7	
            Further Sale or Financing	
18
	
7
	
COMMERCIALIZATION AND UPDATES	
19
	
7.1	
            Commercialization of Product	
19
	
7.2	
            Updates	
19
	
7.3	
            Notifications	
19
	
7.4	
            No Assumption of Obligations	
20
	
7.5	
            No Contravention of NPS's Residual Rights; End of Term	
20
	
7.6	
            Actions upon Revocation	
20
	
8
	
PAYMENTS	
20
	
8.1	
            Royalty Term	
20
	
8.2	
            Royalty Payments and Royalty Statements	
21
	
8.3	
            Late Payments	
21
	
8.4	
            Royalty Withholding Taxes	
21
	
8.5	
            Currency Conversion	
21
	
8.6	
            Records, Audits	
22








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9
	
TERM AND TERMINATION	
22
	
9.1	
            Term of Agreement	
22
	
9.2	
            Termination	
23
	
9.3	
            Accrued Rights	
23
	
9.4	
            Survival	
23
	
10
	
INDEMNIFICATION	
23
	
10.1	
            Indemnification by NPS	
23
	
10.2	
            Indemnification by DR3	
23
	
10.3	
            Procedure for Claims	
23
	
11
	
MISCELLANEOUS	
25
	
11.1	
            Costs and Expenses	
25
	
11.2	
            Further Assurances	
25
	
11.3	
            Notices	
25
	
11.4	
            Successors and Assigns	
26
	
11.5	
            No Partnership	
26
	
11.6	
            Entire Agreement	
26
	
11.7	
            Amendments, Supplements, Waivers	
27
	
11.8	
            Severability	
27
	
11.9	
            Governing Law	
27
	
11.1	
            Waiver of Jury Trial	
27
	
11.11	
            Counterparts	
27








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SCHEDULES

1.1(j)DR3 Account

   4.6Copies of Certain Agreements and Notifications

   4.7List of NPS Patents

   4.7(a)Opinions of Counsel

   4.8Litigation

   6.1(a)Jurisdictions Requiring Consent to License

   6.2(d)Form 8-K

   

EXHIBITS

AForm of Restated Security Agreement

  BPatent Filings
 

   

   

   

   

   








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AMENDED AND RESTATED AGREEMENT FOR THE SALE AND ASSIGNMENT OF RIGHTS


THIS AMENDED AND RESTATED AGREEMENT FOR THE SALE AND ASSIGNMENT OF RIGHTS (this
"Agreement") is made and entered into as of December 20, 2013, by and between NPS Pharmaceuticals, Inc., a Delaware
corporation ("NPS"), and Drug Royalty L.P.3, a Cayman Islands limited partnership ("DR3"). NPS and
DR3 are sometimes referred to herein individually as a "Party" and together as the "Parties". 


RECITALS

WHEREAS, NPS, Takeda Pharma A/S, a Danish company ("Takeda Pharma") (formerly known as Nycomed
Danmark ApS) and Takeda GmbH entered into that certain Termination and Transition Agreement, dated as of March 18, 2013 (the
"Termination and Transition Agreement"), pursuant to which, among other things, Takeda terminated that certain License
Agreement, dated as of July 2, 2007, by and between NPS (as assignee of NPS Allelix Corp., a Canadian corporation ("NPS
Allelix")) and Takeda Pharma (the "License Agreement"), pursuant to Section 16.2 of the License Agreement and
NPS acquired certain additional rights and assets related to the Product; 

WHEREAS, NPS (both as an original party and as assignee of NPS Allelix) and DR3 are parties to that certain Agreement for the
Sale and Assignment of Rights dated as of July 16, 2007 (the "Original Purchase Agreement"), pursuant to which NPS
assigned to DR3 certain of its rights under the License Agreement, including the right to receive certain payments from Takeda Pharma under
the License Agreement; 

WHEREAS, NPS intends to develop and market the Product on its own in the territories previously licensed to Takeda Pharma
utilizing in part the rights and assets acquired from Takeda Pharma, and grant to DR3 the right to receive royalties on Net Sales of the Product
(the "Revenue Interest Arrangement");

WHEREAS, NPS has agreed to grant to DR3 the DR3 Royalty Right (as defined below) in consideration of the Consent (as defined
below) and subject to the conditions specified herein, and DR3 and NPS wish to enter into this Agreement to effect this transaction; and

WHEREAS, NPS and DR3 further desire to conditionally amend and restate the Original Purchase Agreement to reflect the
Revenue Interest Arrangement, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:




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	DEFINITIONS

1.1   Defined Terms
. For the purposes of this Agreement, the following terms shall have the respective meanings set out below, and grammatical
variations of such terms shall have corresponding meanings:



	"Affiliate", in respect of any Person, means any other Person which, directly or indirectly
through one or more intermediaries, controls, is controlled by or is under common control with the subject Person, and a Person that has an
entity that is an Affiliate under the foregoing shall also be deemed to be an Affiliate of such Person.


	"Asahi" means Asahi Kasei Pharma Corporation.


	"Asahi Agreement" means the non-exclusive patent license agreement dated as of April
1, 2005 between NPS and Asahi.


	"Biologics License Application" or "BLA" means a Biologics License
Application (including any supplements or amendments thereto) as defined in the United States Food, Drug, and Cosmetic Act, as amended
from time to time, and the regulations promulgated thereunder.


	"Business Day" means any day that is not a Saturday, Sunday or other day on which
banks are required or authorized by law to be closed in New York, New York.


	"Closing Document" means any document, instrument, undertaking or
agreement required under this Agreement to be delivered by NPS at the Closing.


	"Control" means, when used in reference to intellectual property, other intangible
property, or materials, that a Party owns or has a license or sublicense to such intellectual property, other intangible property or materials, and
has the ability to grant a license or sublicense or other right to use to such intellectual property, other intangible property or materials, as
applicable, as provided for herein, without (i) requiring the consent of a Third Party or (ii) violating the terms of any existing license agreement in
respect of such intellectual property, other intangible property or materials with any Third Party.


	"Damages" means any damage, loss, claim, cost, liability, demand or expense (including
reasonable out-of-pocket expenses of investigation and reasonable legal fees and expenses in connection with any action, suit or proceeding),
but excluding punitive and consequential damages.


	"Dollar" means a U.S. dollar, and "$" shall be interpreted
accordingly.

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	"DR3 Account" means the bank account specified in
Schedule 1.1(j).


	"DR3 Royalty Right" means the right to receive the Royalty Payments.


	"Encumbrance" means any lien, charge, security interest, mortgage, option, privilege,
pledge, trust or deemed trust (whether contractual, statutory or otherwise arising) or any other encumbrance, right or claim of any other Person
of any kind whatsoever whether choate or inchoate, or any agreement (whether written or oral) to create any of the foregoing.


	"FDA" means the U.S. Food and Drug Administration or its successor.


	"First Commercial Sale" means, with respect to the Product, the first sale of the Product
in a given country or other regulatory jurisdiction in the Territory by or on behalf of NPS, or any of its Affiliates, licensees or sublicensees, to a
Third Party, after receipt of Regulatory Approval for the Product in such country or regulatory jurisdiction.


	"Gautvik Agreement" means the purchase and sale agreement dated April 1, 1996
between Allelix Biopharmaceuticals, Inc., Kaare M. Gautvik and Peter Alestrom.


	"Gautvik Patents" means those patents purchased by NPS pursuant to the
Gautvik Agreement.


	"Governmental Authority" means any government, regulatory or administrative
agency or commission, governmental department, ministry, bureau, commission or agency, court, tribunal, governmental arbitrator or arbitration
board or other similar body, or other governmental authority or instrumentality, whether federal, provincial, state or municipal (domestic or
foreign).


	"Knowledge of NPS" means the actual knowledge of NPS after due inquiry.


	"Know-How" means information, results and data of any type whatsoever, in
any tangible or intangible form whatsoever, including without limitation, technical information, databases, practices, methods, techniques,
specifications, formulations, formulae, knowledge, know-how, skill, experience, test data including pharmacological, medicinal chemistry,
biological, chemical, biochemical, toxicological and clinical test data, analytical and quality control data, stability data, studies and procedures,
and manufacturing process and development information, results and data relating to the Product or the device used to deliver the Product.



	"Laws" means all applicable laws, statutes, rules, regulations, ordinances, guidelines
and other pronouncements having the effect of law of any Governmental Authority.

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	"Material Adverse Effect" means a material adverse effect on (a) the ability of NPS to
perform its obligations under this Agreement, (b) the validity or enforceability of this Agreement or the rights or remedies of DR3 hereunder, (c)
the timing, amount or duration of the Royalty Payments, (d) the DR3 Royalty Right, or (e) the Products.


	"Net Sales" means, with respect to any period, the gross invoiced commercial sales or
other commercial dispositions of the Product during such period by NPS, its Affiliates, licensees and sublicensees, to Third Parties, less the
following deductions to the extent included in the gross invoiced sales price for the Product or otherwise directly paid, allowed, accrued, or
incurred by NPS, its Affiliates, licensees or sublicensees, with respect to the Product during such period: 



	quantity or cash discounts, credits, retroactive price reductions, rebates, allowances and adjustments
granted, to the extent usual and customary in the pharmaceutical industry and consistent with NPS's usual course of dealing for its products
other than the Product (including government mandated and managed healthcare negotiated rebates);


	amounts repaid, credited or written off by reason of rejections, recalls, billing errors and returns;


	sales, excise, turnover, inventory, value-added, and similar taxes assessed on the sale of the Product (other
than income taxes of NPS, its Affiliates, licensees, sublicensees), and import and customs duties; and


	transportation, importation, shipping, insurance and other handling expenses.

Notwithstanding the foregoing, in any case where Product is sold or otherwise disposed of in a transaction that is not an arm's length sale
exclusively for cash that is separate from any sale or disposition of other products or of services, Net Sales shall mean the greatest of:



	the Net Sales amount for Product sold in such transaction determined as provided above, with any non-cash
consideration attributable to such transaction valued at fair market value;


	if there has been any arm's length sale of Product separate from any sale or disposition of other products or
of services to a non-licensee or non-sublicensee Third Party, the Net Sales amount, determined as provided above, for the most
contemporaneous such sale; or


	if there has been no such arm's length sale, the fraction of the overall value of such transaction reasonably
attributed to Product sold in such transaction, with any non-cash consideration attributable to such transaction valued at fair market
value.

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For sake of clarity, (a) sales by NPS, its Affiliates, licensees or sublicensees to distributors and wholesalers shall be considered sales to Third Parties, and (b) amounts recovered by NPS or its Affiliates from any assertion of NPS
Technology after deduction of the expenses specified in Section 6.3(b)(iii) shall be deemed Net Sales without further deductions.


	"NPS Know-How" means (a) any non-public or confidential sections of any marketing
authorization application relating to any Product, and (b) any other non-public or confidential Know-How Controlled by NPS that is necessary or
useful for the performance of pre-clinical or clinical development, for the filing of marketing authorizations in the Territory, or the
commercialization, marketing or manufacture of a Product.


	"NPS Patents" means the Patents Controlled by NPS that are necessary or useful
for the development, commercialization or manufacture of the Product in the Territory. 


	"NPS Technology" means the NPS Patents and the NPS
Know-How.


	"NPS Trademarks" means NATPARATM, PREOTACTTM and any
other trademarks, trade dress, logos, slogans, and designs, whether or not registered in the Territory, used to identify or promote the Product in
the Territory.



	"Patent 151 License" means the development agreement dated January 7,
2004 between NPS Allelix and Ypsomed AG in respect of Patent No. EP 1519766A (filing date June 25, 2003).



	"Patents" means patents and patent applications and (a) any foreign counterparts
thereof, (b) all divisionals, continuations, continuations-in-part thereof or any other patent application claiming priority to (i) any such patents or
patent applications or (ii) any patent or patent application from which such patents or patent applications claim priority, and (c) all patents
issuing on any of the foregoing, and any foreign counterparts thereof, together with all registrations, reissues, re-examinations, renewals,
supplemental protection certificates, or extensions of any of the foregoing, and any foreign counterparts thereof.



	"Person" means an individual, firm, corporation, company, limited liability company or
other body corporate (with or without share capital), partnership, trust, joint venture, association, executor, administrator or other legal
representative, Governmental Authority or other entity or organization howsoever formed.



	"Product" means recombinant human parathyroid hormone (rhPTH 1-84) as set forth in
the BLA No. 125511 (and regardless of the trademark under which it may be sold or distributed) as well as any invention, discovery or derivative
or Know-How, whether or not patentable related thereto, including other formulations or indications. For clarity, "Product"
includes rhPTH 1-84 as described in BLA No. 125511 but sold, distributed or otherwise commercialized outside of the United States.

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	"Regulatory Approvals" means all necessary approvals, licenses, registrations or
authorizations of any Governmental Authority, necessary for the manufacture, distribution, use and sale of the Product in a given country or
regulatory jurisdiction.



	"Restated Security Agreement" means the Amended and Restated Security Agreement
between the Parties, dated as of the date hereof, which amends and restates the Security Agreement, in substantially the form attached hereto
as Exhibit A.



	"Royalty Right" means any right to receive payments on (i) sales or other dispositions of
Product in the Territory to Third Parties, (ii) the achievement of regulatory, commercialization or other milestones with respect to the Product in
the Territory, or (iii) any other use of the NPS Technology in the Territory.



	"Security Agreement" means the Security Agreement dated October 2, 2009 between
NPS and DR3.



	"Territory" means all countries and territories of the world other than Israel.



	"Third Party" means any Person other than a Party or its Affiliates.



	"UCC" means (i) the Uniform Commercial Code as in effect from time to time in the State
of New York, (ii) with respect to enforcement, the Uniform Commercial Code as in effect from time to time in any other state whose law is
applicable with respect to DR3's enforcement of its rights hereunder or under the Restated Security Agreement, as applicable, and (iii) insofar
as any references to the UCC is used in the context of perfection, the Uniform Commercial Code as in effect from time to time in the state that is
the "location" of NPS under the UCC, in each case including any legislation that may be substituted therefor (as any such substituted
legislation may be amended from time to time).

1.2   Interpretation
.    The following initially capitalized terms shall the meaning set forth below. Other initially capitalized terms shall have the meaning
ascribed to such terms elsewhere in this Agreement.



	When a reference is made in this Agreement to an "Article", "Section",
"Schedule" or "Exhibit", such reference shall be to an Article, Section, Schedule or Exhibit to this Agreement unless
otherwise indicated.


	The words "include," "includes" and "including" when used herein shall be
deemed in each case to be followed by the words "without limitation" and shall not be construed to limit any general statement which
it follows to the specific or similar items or matters immediately following it.

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	None of the Parties hereto shall be or be deemed to be the drafter of this Agreement for the purposes of
construing this Agreement against another party.


	Unless otherwise specified in this Agreement, words importing one gender include all genders.


	All uses of the words "hereto", "herein", "hereof', "hereby" and
"hereunder" and similar expressions refer to this Agreement.


	The headings and captions in this Agreement are for convenience and reference purposes only and shall not
be considered a part of, or affect the construction or interpretation of, any provision of this Agreement.

1.3   Currency
.    Unless specified otherwise, all references to monetary amounts in this Agreement are to references to the lawful currency of the
United States of America.


1.4   Additional Definitions
.    The following terms have the meanings set forth in the corresponding Sections of this Agreement:


	
Term
	
Section

	
Agreement
	
Preamble

	
Audit
	
8.6

	
Closing
	
3.1

	
Consent
	
2.2

	
DR3
	
Preamble

	
DR3 Released Parties
	
2.4(b)

	
indemnified party
	
10.3(a)

	
Launch
	
7.2

	
License Agreement
	
Recitals

	
NPS
	
Preamble

	
NPS Allelix
	
Recitals

	
NPS Released Parties
	
2.4(a)

	
Original Purchase Agreement
	
Recitals

	
Party or Parties
	
Preamble

	
Patent Filings
	
6.6

	
Regulatory Milestone
	
2.2

	
Revocation
	
2.2

	
Revenue Interest Arrangement
	
Recitals

	
Royalty Payments
	
2.1

	
Royalty Statements
	
8.2

	
Royalty Term
	
8.1

	
Takeda Pharma
	
Recitals

	
Term
	
9.1

	
Termination and Transition Agreement
	
Recitals

	
Third Party Claim
	
10.3(a)







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	ROYALTY GRANT; CONSENT; AMENDMENT AND RESTATEMENT OF
ORIGINAL PURCHASE AGREEMENT

2.1   Royalty
Grant
.    NPS shall pay to DR3 a royalty of [* * *] of Net Sales of Product in the Territory for all or any portion of the calendar year falling within
the Royalty Term ("Royalty Payments"), on the terms specified in Article 8.


2.2   Consent to the Revenue Interest Arrangement
.    Subject to the terms and conditions hereof, DR3 hereby grants its consent to the Revenue Interest Arrangement pursuant to Section
7.5 of the Original Purchase Agreement and the Revenue Interest Arrangement shall be deemed to be a "New Arrangement" as
such term is defined in Section 7.5(a) of the Original Purchase Agreement (the "Consent"), which may only be revoked
pursuant to the next sentence. In the event that NPS or any of its Affiliates fails to submit a Marketing Authorization Application (that NPS
reasonably expects to be validated and accepted for review) to the European Medicines Agency for the Product in the European Union by [* * *]
(the "Regulatory Milestone"), DR3 may revoke the Consent by providing written notice to NPS of such revocation on or
before [* * *]  (a "Revocation"). In connection with the Regulatory Milestone, NPS currently intends to pursue approval of the
Product for hypo-parathyroidism and may amend, modify or withdraw any pre-existing regulatory filings or marketing approvals for the Product.
In the event of a Revocation, this Agreement shall be of no further force or effect and the Original Purchase Agreement shall become active. In
such event, as of the date DR3 delivers a Revocation to NPS, at DR3's election either (i) the twelve (12) month period referenced in Section
7.5(a) of the Original Purchase Agreement shall commence, or (ii) the provisions of Section 7.5(c) of the Original Purchase Agreement shall
commence as though such twelve (12) month period had already expired. In the event (i) that NPS achieves the Regulatory Milestone or (ii) that
NPS doesn't achieve the Regulatory Milestone and DR3 fails to exercise the Revocation by [* * *], the Consent shall be
irrevocable.


2.3   Conditional Amendment and Restatement of the Original Purchase
Agreement. 



	Until such time as either DR3 delivers a Revocation or the Consent becomes irrevocable pursuant to Section
2.2, the Original Purchase Agreement shall be tolled and the Parties' rights and obligations with respect to the NPS Technology and the
Product, and DR3's right to receive any payments with respect to the Product, shall be governed by this Agreement.


	In the event that DR3 delivers a Revocation in accordance with Section 2.2, this Agreement shall terminate
and the Parties' rights and obligations with respect to the NPS Technology and the Product, and DR3's right to receive any payments with
respect to the Product, shall be governed by the Original Purchase Agreement (for clarity, prior to its amendment and restatement by this
Agreement) and this Agreement shall terminate pursuant to Section 9.2. In such event, any Royalty Payments made to DR3 prior to the effective
date of such termination of this Agreement shall, for purposes of the Original Purchase Agreement, be credited against the Purchaser Royalty
Interest (as such term is defined in Section 8.1 of the Original Purchase Agreement).

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	If the Consent becomes irrevocable pursuant to Section 2.2, the Parties' rights and obligations with respect to
the NPS Technology and the Product, and DR3's right to receive any payments with respect to the Product, shall be governed this Agreement
without any further conditions or obligations under the Original Purchase Agreement.

2.4   Mutual Release.  



	If the Consent becomes irrevocable pursuant to Section 2.2, NPS and its Affiliates, and its and their
respective officers, directors, shareholders, employees, agents, predecessors, successors and assigns (collectively, the "NPS
Released Parties") shall automatically be fully, finally and irrevocably relinquished, released and discharged by DR3, on behalf of
itself and its Affiliates, and its and their respective officers, directors, limited partners, employees, agents, predecessors, successors and
assigns, from any and all claims, damages, liabilities, obligations, and causes of action, including indemnification claims, known or unknown,
suspected or unsuspected, in law or equity, that were asserted, or that could have been asserted by DR3 and its Affiliates, and its and their
respective officers, directors, shareholders, employees, agents, predecessors, successors and assigns, against the NPS Released Parties
arising out of the Original Purchase Agreement and the Security Agreement, whether accrued or not; provided, however, that nothing in this
Section 2.4(a) shall be deemed to affect the enforceability of DR3's rights or the obligations of the Parties under this Agreement or the Restated
Security Agreement.


	If the Consent becomes irrevocable pursuant to Section 2.2, DR3 and its Affiliates, and its and their
respective officers, directors, shareholders, employees, agents, predecessors, successors and assigns (collectively, the "DR3
Released Parties") shall automatically be fully, finally and irrevocably relinquished, released and discharged by NPS, on behalf of
itself and its Affiliates, and its and their respective officers, directors, limited partners, employees, agents, predecessors, successors and
assigns, from any and all claims, damages, liabilities, obligations, and causes of action, including indemnification claims, known or unknown,
suspected or unsuspected, in law or equity, that were asserted, or that could have been asserted by NPS and its Affiliates, and its and their
respective officers, directors, shareholders, employees, agents, predecessors, successors and assigns, against the DR3 Released Parties
arising out of the Original Purchase Agreement and the Security Agreement, whether accrued or not; provided, however, that nothing in this
Section 2.4(b) shall be deemed to affect the enforceability of NPS's rights or the obligations of the Parties under this Agreement or the Restated
Security Agreement.

2.5   Tolling.




	Until a Revocation, DR3 and its Affiliates, and its and their respective officers,
directors, shareholders, employees, agents, predecessors, successors and assigns, shall not assert any claims against the NPS Released
Parties arising out of the Original Purchase Agreement and the Security Agreement whether accrued or not. 




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	Until a Revocation, NPS and its Affiliates, and its and their respective officers,
directors, shareholders, employees, agents, predecessors, successors and assigns shall not assert any claims against the DR3 Released
Parties arising out of the Original Purchase Agreement and the Security Agreement whether accrued or not.  

2.6   Accrued Claims.  Without an admission of liability by either Party,
each Party acknowledges and agrees that, with respect to any claim a Party has against the other under the Original Purchase Agreement or
the Security Agreement, the period of time between the date hereof and the effective date of a Revocation shall be excluded in any
calculation of damages with respect to such claim.




	THE CLOSING


3.1   The Closing
.    The closing of the transactions contemplated by this Agreement, including the grant by NPS to DR3 of the DR3 Royalty Right, the
grant by DR3 to NPS of the Consent, the conditional amendment and restatement of the Original Purchase Agreement described in Section 2.3,
and the conditional amendment and restatement of the Security Agreement shall take place on the date hereof (the
"Closing").


3.2   NPS Closing Deliveries
.    DR3 acknowledges that, at the Closing, NPS has delivered or has caused to be delivered to DR3:




	a current Certificate of Good Standing for NPS from the Delaware Department of State;


	the Restated Security Agreement, duly executed and delivered by NPS;


	a patent security agreement in a form sufficient for the recordation thereof by the United States Patent and
Trademark Office, together with an appropriately completed recordation form, each duly executed and delivered by NPS;


	a trademark security agreement in a form sufficient for the recordation thereof by the United States Patent
and Trademark Office, together with an appropriately completed recordation form, each duly executed and delivered by NPS;


	standard corporate existence and authority opinions and enforceability opinions with respect to this
Agreement, the Restated Security Agreement, the patent security agreement referred to in Section 3.2(c), the trademark security agreement
referred to in Section 3.2(d), a perfection and registration opinion with respect to the Restated Security Agreement and a no-conflict-with-laws-
opinion with respect to this Agreement; and




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	customary UCC financing statements in form and substance satisfactory to DR3 to perfect the additional
security interest granted in the Restated Security Agreement.

3.3   DR3 Closing Deliveries
.    NPS acknowledges that, at the Closing, DR3 has delivered or has caused to be delivered to NPS the Restated Security Agreement,
duly executed and delivered by DR3.




	REPRESENTATIONS, WARRANTIES OF NPS
NPS hereby represents and warrants to DR3 as of the date hereof as follows and acknowledges that DR3 is relying on such
representations and warranties in entering into this Agreement. 



4.1   Organization, Standing and Power.




	NPS is a corporation duly incorporated, validly existing and in good standing under the laws of the State of
Delaware and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and
approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently
conducted.


	NPS is not insolvent and no proceedings have been taken or authorized by NPS, or to the Knowledge of
NPS been taken or threatened by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of NPS.
NPS will not become insolvent or be put in insolvent circumstances or become unable to meet its obligations as they become due, in each case
within the meaning of applicable bankruptcy, insolvency and similar Laws to which NPS is subject, by or as a result of entering into this
Agreement. NPS is not entering into this Agreement for the purpose of injuring, obstructing, impeding, defeating, hindering, delaying, defrauding
or oppressing the rights and claims of creditors or others against NPS.

4.2   Authority, Execution and Delivery;
Enforceability
.    NPS has full power and authority to execute and deliver this Agreement and perform all of the obligations to be performed by NPS
hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action of NPS. This Agreement has been duly executed and delivered by NPS and constitutes NPS's
legal, valid and binding obligations, enforceable against NPS in accordance with its respective terms, subject to creditors' rights and general
principles of equity.


4.3   No Conflicts
.    The execution and delivery of this Agreement by NPS do not and will not, and the consummation of the transactions contemplated
hereby and the compliance by NPS with the terms hereof will not:




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	conflict with, result in a breach or violation of, constitute a default (with or without notice or lapse of time, or
both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a benefit under, any provision of (i)
any applicable statute, law, ordinance, rule or regulation of any Governmental Authority, or any judgment, order, writ, decree, permit or license
of any court or any Governmental Authority to which NPS or its properties or assets may be subject, (ii) any agreement (whether written or oral),
commitment or instrument to which NPS is a party or by which NPS or any of its assets is bound (including any agreement to which NPS is a
party relating to the NPS Technology, the NPS Trademarks or the DR3 Royalty Right), or (iii) the bylaws of NPS; or


	result in the creation or imposition of any Encumbrance on the NPS Technology, the NPS Trademarks or the
DR3 Royalty Right except as contemplated in the Restated Security Agreement in favor of DR3.

4.4   No Consent
.    No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Person is required to be
obtained or made by NPS in connection with the execution and delivery by NPS of this Agreement, the performance by NPS of its obligations
under this Agreement or the consummation of any of the transactions contemplated hereby, including the right of DR3 to receive the Royalty
Payments. 


4.5   Rights in DR3 Royalty Right.




	Other than the Milestone Payment (as such term is defined in the Termination and Transition Agreement),
there are no other contracts, arrangements or understandings (whether written or oral) to which NPS or its Affiliates is a party relating to
granting any Third Party any Royalty Right in the Territory.


	Other than DR3 under this Agreement and Takeda Pharma under the Termination and Transition Agreement
(in respect of the Milestone Payment, as defined therein), no Person has any entitlement to receive, in whole or in part, any Royalty Right in the
Territory.

4.6   Agreements
.    The Asahi Agreement expired according to its express terms as of October 8, 2013, and the Gautvik Agreement expired as of
September 11, 2009.  On October 4, 2010, Ypsomed AG delivered written notice to NPS under the Patent 151 License that it was allowing
Patent No. EP 1519766A (filing date June 25, 2003) to lapse, and the Patent 151 License has now expired.  A true,
correct and complete certified copy of the Asahi Agreement, the Gautvik Agreement, the Patent 151 License and lapse notifications referred to
in this Section 4.6 are attached hereto in Schedule 4.6.


4.7   Patents and Other Intellectual Property. 




	Schedule 4.7 sets forth a complete list, including status, of all Patents
which comprise the NPS Patents. NPS is the exclusive owner of the entire right, title and interest in and to the NPS Patents free and
clear of any Encumbrances other than the encumbrances in respect of the NPS Technology that are specifically created under or by the Asahi
Agreement.  NPS has not received written notice that any Person has




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challenged the validity or enforceability of the NPS Patents. To the
Knowledge of NPS, there is, and since July 16, 2007 there has been, no infringement of the NPS Patents by any Person. NPS has not received
any demand or claim by any Person that such Person has any ownership interest in any of the NPS Patents, or that any of the NPS Patents are,
or may be, invalid or unenforceable or that any Product infringes upon or may infringe upon any patent, copyright, trademark, trade secret or
other intellectual property right of any Third Party. All appropriate patent fees required to be paid with respect to the applications listed on
Schedule 4.7 have been paid. To the Knowledge of NPS, the sale of the Product in the Territory as previously sold by Takeda Pharma
does not infringe any issued patent of any Third Party or infringes any other trademarks or trade secrets of any Third Party. Except as set forth
in Schedule 4.7(a), NPS has not requested any written opinions of counsel relating to any Third Party patent or published patent
application which may be considered to relate to any Product or device used to administer the Product.



	To the Knowledge of NPS, no Third Party has a claim or has claimed any ownership rights or received any
demand or claim by any Person that any of the NPS Technology or NPS Trademarks is infringing or may infringe upon any patent, copyright,
trademark, trade secret or any other intellectual property rights of any Third Party.


	Except as set forth in Schedule 4.7(c), NPS has not entered into any contract, agreement,
commitment or undertaking granting to any Person the right within the Territory (i) under the NPS Patents or (ii) to use the NPS Technology, in
either case, to market or sell Products or any other product.


	NPS has not granted to any Governmental Authority a license relating to the
NPS Technology and, to the Knowledge of NPS, there is no reason to believe that NPS is or will be required to grant any such license to any
Governmental Authority.


	The Gautvik Patents have expired and Pat. No. EP 1519766 has been abandoned.  NPS owns sufficient
rights in and to Pat. No. EP 0515228 such that NPS's manufacture, use and sale of the Product in Denmark and Norway would not infringe
it. 

4.8   Litigation
.    Except as set out on Schedule 4.8, there is no: (a) action, suit, claim or proceeding pending or, to the Knowledge of NPS,
threatened against NPS, at law or in equity, (b) arbitration proceeding to which NPS is a party, or (c) any inquiry by any Governmental Authority
pending or, to the Knowledge of NPS, threatened against NPS, which, if adversely determined, would question the validity or enforceability of
the NPS Technology, the NPS Trademarks or the ability of NPS to grant the right for DR3 to receive Royalty Payments, or prevent the
consummation of the transactions contemplated by this Agreement or otherwise adversely affect the right of DR3 to receive Royalty Payments.
There is no action or suit by NPS pending or threatened in writing against others relating to the NPS Technology, the NPS Trademarks, the
Products or any device used to administer the Product. None of the NPS Patents is subject to any outstanding




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decree, order, judgment, or stipulation restricting in any manner the use or licensing thereof by NPS. Schedule 4.8 sets forth a list of all patent office
proceedings, including oppositions, interferences or re-examinations, relating to the NPS Patents.


4.9   Regulatory Submissions
.    NPS has submitted an orphan drug designation application for the Product to the European Medicines Agency, and has received
orphan drug designation for the Product by the FDA. NPS has submitted BLA 125511 to the FDA for the Product and expects to receive twelve
(12) years of data exclusivity in the United States.


4.10   Prior Royalties
.    To the Knowledge of NPS, all royalties required to be paid by Takeda Pharma pursuant to the License Agreement for any period
ending on or prior to March 18, 2013 have been paid in full as and when due, and no portion of the Purchaser Royalty Interest (as defined in the
Original Purchase Agreement) has accrued but not yet been paid to DR3. No royalties have been received by NPS from Takeda Pharma for the
period from March 18, 2013 to the date hereof.

4.11   Reports
.    NPS has provided to DR3 true, correct and complete copies of all royalty reports received by NPS from Takeda Pharma as of the
date hereof.


4.12   Disclosure
.    No representation or warranty made by NPS in this Agreement, when considered together with other representations and warranties
made by NPS in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make any
such representation or warranty, in the light of the circumstances under which it is made, not misleading to a prospective buyer of the DR3
Royalty Right.




	REPRESENTATIONS, WARRANTIES OF DR3
DR3 hereby represents and warrants to NPS as of the date hereof as follows and acknowledges that NPS is relying on such
representations and warranties in entering into this Agreement.



5.1   Organization
.    DR3 is a limited partnership duly organized, validly existing and in good standing under the laws of the Cayman Islands and has full
organizational power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to
enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted.

5.2   Authorization
.    DR3 has full power and authority to execute and deliver this Agreement and to perform all of the obligations to be performed by DR3
hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary partnership action of DR3. This Agreement has been duly executed and delivered by DR3 and constitutes DR3's
legal, valid and binding obligation, enforceable against DR3 in accordance with its terms.




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5.3   No Conflicts
.    The execution and delivery of this Agreement by DR3 do not, and the consummation of the transactions contemplated hereby and the
compliance by DR3 with the terms hereof will not conflict with, result in a breach or violation of, constitute a default (with or without notice or
lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit
under, any provision of: (a) any applicable statute, law, ordinance, rule or regulation of any Governmental Authority, or any judgment, order, writ,
decree, permit or license of any court or any Governmental Authority to which DR3 or its properties or assets may be subject, (b) any material
contract, commitment or instrument to which DR3 is a party or by which DR3 or any of its assets is bound, or (c) the governing documents of
DR3.

5.4   No Consent
.    No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Person is required to be
obtained or made by DR3 in connection with the execution and delivery by DR3 of this Agreement, the performance by DR3 of its obligations
under this Agreement or the consummation of any of the transactions contemplated hereby.


5.5   No Litigation
.    There is no: (a) action, suit, claim or proceeding pending or, to the knowledge of DR3, threatened against DR3, at law or in equity, (b)
arbitration proceeding to which DR3 is a party, or (c) any inquiry by any Governmental Authority pending or, to the knowledge of DR3,
threatened against DR3, which, if adversely determined, would prevent the consummation of the transactions contemplated by this
Agreement.




	COVENANTS


6.1   Patent Obligations.





	NPS may transfer or license the NPS Technology or the NPS Trademarks to its Affiliates without DR3's prior
written consent.  Without the prior written consent of DR3 (such consent to be at DR3's sole discretion), NPS may not sell or otherwise transfer
any NPS Technology or any NPS Trademark to any Third Party. NPS may not license the NPS Technology or the NPS Trademarks to any
Third Party in the jurisdictions set forth on Schedule 6.1(a) without DR3's prior written consent (not to be unreasonably withheld).


	NPS shall (i) to the full extent allowed by Law,
prosecute and maintain in full force and effect each pending patent application included in the NPS Patents in the Territory, and (ii) maintain and
keep in full force and effect any issued Patents in the Territory.  In addition, prior to issuance of a patent from a pending patent application
included in the NPS Patents or abandonment of a patent application included in the NPS Patents, NPS shall file, to the extent permitted by Law,
a continuation or divisional application of the patent application unless: (i) NPS has prior written consent from DR3 not to file such a continuation
or divisional application, or (ii) as of the date of such issuance or abandonment, the term of all issued NPS Patents has expired. Notwithstanding
the foregoing, NPS shall have the right to abandon, or allow to lapse,





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any NPS Patent in the Territory, provided that (i) such abandonment or
lapse would not reasonably be expected to cause, singly or in aggregate with other abandonments or lapses, a Material Adverse Effect, and (ii)
in the event NPS intends to allow any NPS Patent in the Territory to lapse or become abandoned, NPS shall so notify DR3, and DR3 shall have
the right (but not the obligation) to assume further responsibility for the prosecution, maintenance and defense of such NPS Patent at DR3's
expense. For the avoidance of doubt, any Patent for which DR3 assumes responsibility pursuant to this Section 6.1(b) shall remain an
NPS Patent.


6.2   Confidentiality. 




	All information furnished by DR3 to NPS or by NPS to DR3 in connection with this Agreement and the
transactions contemplated hereby, as well as the terms, conditions and provisions of this Agreement and any other agreement delivered
pursuant hereto, shall be kept confidential by NPS and DR3 and shall be used by NPS and DR3 only in connection with this Agreement and the
transactions contemplated hereby, except in connection with the enforcement of rights under this Agreement and except to the extent that such
information: (i) is already known (and not subject to confidentiality) by the Party to whom the information is disclosed or in the public domain at
the time the information is disclosed; (ii) thereafter becomes lawfully obtainable from other sources other than as a result of a breach of an
obligation of confidentiality; (iii) is required to be disclosed in any document to be filed with any Governmental Authority; or (iv) is required to be
disclosed under securities Laws applicable to NPS, DR3 or their respective Affiliates, or by court or administrative order. Notwithstanding the
foregoing, DR3 may disclose such information to its manager and partners and each of its and their respective Affiliates, directors, officers,
investors, bankers, financing sources, ratings agencies, advisors, trustees, representatives and potential acquirers of all or part of (x) DR3, (y)
an Affiliate of DR3 or (z) the DR3 Royalty Right; and NPS may disclose such information to its Affiliates, directors, officers, bankers, advisors,
investors, financing sources, strategic partners and representatives, provided in each case that such Persons shall be informed of the
confidential nature of such information and shall be obligated to keep such information confidential pursuant to the terms of this Section
6.2.


	The Parties shall use reasonable efforts, acting in good faith, to cooperate with each other with respect to the
scope and substance of all disclosures regarding this Agreement to or as required by any Governmental Authority, including the United States
Securities and Exchange Commission. In addition, the Parties will coordinate in advance with each other in connection with the redaction of
certain provisions of this Agreement with respect to any United States Securities and Exchange Commission filings of this Agreement, and each
Party shall use commercially reasonable efforts to seek confidential treatment for such terms if so requested by the other Party. Notwithstanding
the foregoing, each Party shall ultimately retain control over the scope of information to be disclosed to any Governmental Authority for
purposes of complying with any applicable Law.




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	The Parties shall be free to publicly disclose information contained in any materials that have previously been
approved for public disclosure by the other Party, without further approvals from the other Party hereunder, to the extent there have been no
material additions or changes thereto.


	No announcement or other disclosure, public or otherwise, concerning the financial or other terms of this
Agreement shall be made, either directly or indirectly, by any Party hereto without first obtaining the written approval of the other Party and
agreement upon the nature and text of such announcement or disclosure, such approval and agreement not to be unreasonably withheld or
delayed.  Notwithstanding the foregoing, NPS may disclose the transactions contemplated by this Agreement in a form 8-K substantially in
the form attached hereto as Schedule 6.2(d). 

6.3   Infringement of NPS Technology.




	In the event either Party becomes aware of any actual or threatened infringement or misappropriation of any
NPS Technology, the Party first having knowledge of such infringement shall promptly notify the other, and the Parties shall thereupon consult
together as to the action to be taken.


	Enforcement.



	NPS shall have
the first right to initiate and prosecute any legal actions to enforce its right in the NPS Technology and prosecute apparent infringers.


	If, after three (3) months have passed from the date notice is given pursuant to Section 6.3(a), NPS has not
initiated legal action or succeeded in stopping the infringement, and is not then in substantial and active settlement or licensing discussions with
the infringer, then DR3 shall have the right, in the event such infringement has or is reasonably likely, in DR3's reasonable opinion, to have a
negative effect on Net Sales of the Product, upon request to NPS, to compel NPS to initiate and prosecute such a legal action against any
Person infringing or misappropriating the NPS Technology directly or contributorily, using counsel selected by DR3 and at DR3's expense, and
DR3 shall have the right to control such legal action. Notwithstanding the foregoing, if NPS's ongoing evaluation of patent scope, validity,
enforceability, and/or possible infringement defenses requires more than three (3) months from the date of such a notice, then NPS shall so
inform DR3, and shall provide DR3 with weekly updates on the status of its evaluation. If NPS receives advice from outside counsel
reasonably acceptable to DR3 that the assertion of a claim against the Third Party designated in a notice provided pursuant to this Section
6.3(b)(ii) would pose an unreasonable risk to the validity or enforceability of the NPS Patent portfolio and confirms the receipt of such advice in
writing to DR3, then NPS shall not be obligated to commence an action as described in this Section 6.3(b)(ii) with respect to such
notice.


	Any and all amounts recovered by NPS or its Affiliates or DR3 with respect to any infringement or
misappropriation action in respect of the NPS Technology (whether initiated or controlled by NPS or DR3) shall be applied first to reimburse the
Parties for their out-of-pocket expenses (including reasonable attorneys' fees) in prosecuting such action. The remainder shall be deemed Net
Sales under this Agreement and be treated accordingly. 




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6.4   DR3 May Perform
.    If NPS fails to observe or perform any covenant, condition or agreement contained in this Agreement, and such failure shall continue
unremedied for a period of thirty (30) days after notice thereof from DR3 to NPS, DR3 may (but shall not be obliged to) perform, or cause
performance of, such covenant, condition or agreement, provided that DR3 shall in any event first have given NPS written notice of its intent to
do the same.

6.5   Grant of Security Interest. 




	NPS shall enter into and perform its obligations under the Restated Security Agreement, including, as
general and continuing security for the due payment and performance of all of NPS' obligations under this Agreement, the grant to DR3 of a
legal, valid and enforceable first priority security interest in and to the NPS Technology and NPS Trademarks, on the terms of and subject to the
conditions contained in the Restated Security Agreement.


	As soon as possible following the Closing and, in any case, within sixty (60) days from the date hereof, NPS
shall take such actions as are required to perfect the registers (for certainty, including, as required, ensuring that NPS' name and address are
correctly referenced therein) in the patent and other offices in which the NPS Patents and NPS Trademarks are registered in the United States
in order to, or in order to enable DR3 to, within such sixty (60)-day period, record on such registers the documents referred to in Section 3.2(c)
and Section 3.2(d); provided that this Section 6.5(b) shall not require NPS to perfect such registers with respect to the PREOTACT trademarks
unless a Revocation occurs.

6.6   Acknowledgment of Existing Patent Filings
.    Each Party hereto hereby acknowledges that in connection with the Original Purchase Agreement, the Parties have previously
entered into certain agreements and made certain registrations and filings to perfect the security interest granted to DR3 and record the
conditional assignment agreements executed in connection therewith (copies of which are attached hereto as Exhibit B; collectively,
the "Patent Filings").  As of the date hereof, each Party hereby acknowledges and agrees that (i) the Patent Filings shall be
and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of their parties thereto in accordance
with their terms, (ii) such Patent Filings shall only be enforced in accordance with the circumstances specified in this Agreement and the
Restated Security Agreement, and (iii) no further filing, registration or amendment is necessary to perfect the interest and rights granted under
the Patent Filings.  The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of
the Parties under the Patent Filings.


6.7   Further Sale or Financing. Notwithstanding anything to the contrary set forth in this Agreement or
the Restated Security Agreement, DR3 hereby acknowledges and agrees that NPS and its Affiliates shall have the right to sell or finance any Royalty




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Right other than the Royalty Payments, provided that such sale or financing (i) has no adverse impact on Royalty Payments, (ii) does
not, and would not reasonably be expected to, result, in a Material Adverse Effect and (iii) is junior and subordinate in all respects to the Royalty
Payments. In the event that NPS or its Affiliates sells or finances such right in the future in accordance with the previous sentence, (A) DR3 shall
negotiate an intercreditor agreement in good faith with any such prospective purchaser or financing source, and (B) the prospective purchaser
or financing source shall (as a condition to such financing or sale) enter into an intercreditor agreement on terms and conditions reasonably
satisfactory to DR3 in order to ensure that the security interests of DR3 and such prospective purchaser or financing source are properly
segregated and that DR3's right to receive the Royalty Payments remain senior secured obligations of NPS.




	COMMERCIALIZATION AND UPDATES


7.1   Commercialization of
Product
.    NPS is and will be solely responsible for the commercialization of the Product in the Territory at NPS's expense. NPS shall have the
right to commercialize the Product through Affiliates, sublicensees or distributors. NPS shall launch, market and sell the Product in the countries
of the Territory in which NPS at its sole discretion finds the marketing financially feasible as soon as reasonably possible after receipt of
marketing authorization, pricing and reimbursement approval for the Product in such country (but only if such foregoing approvals are obtained).
Subject to the immediately preceding sentence, NPS will promote, market, sell and distribute the Product in the Territory by applying efforts and
resources as reasonably required to capture the commercial potential of the Product throughout the Territory and at least equal to the efforts
and resources normally used by a similarly situated pharmaceutical company for a product owned by it which has a similar market potential and
is at a similar stage in its product life cycle as the Product. All efforts of NPS's Affiliates, sublicensees or distributors will be considered efforts of
NPS for purposes of determining NPS's compliance with such obligations.


7.2   Updates
.     In addition to the notifications provided pursuant to Section 7.3, NPS shall keep DR3 reasonably informed of material regulatory,
clinical and commercial developments with respect to the Product in the Territory by providing a written summary report to DR3 on a semiannual
basis until First Commercial Sale has occurred in both the United States and the European Union (the "Launch"), and
thereafter on an annual basis. Additionally, until the Launch has occurred, at DR3's request the Parties shall hold quarterly update
calls.


7.3   Notifications. 




	If NPS or any of its Affiliates receives any written or oral communications relating to a Product, the
NPS Patents or the NPS Trademarks from any Governmental Authority in the Territory (including the FDA, the United States Patent and
Trademark Office or their respective counterparts in other jurisdictions), or any Third Party, in respect of an issue or occurrence that (with or
without the passage of time), would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, NPS
shall promptly inform DR3 thereof (including by providing





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a copy of any written communication or a written account of any oral communication),
but in no event later than five (5) Business Days after receipt of such communication.




	NPS shall promptly (but in no event later than five (5) Business Days after receipt) notify DR3 and
provide DR3 with a copy of any correspondence or other reports or complaints submitted to or received by NPS or any of its Affiliates in respect
of any actions, suits, claims, investigations or proceedings commenced or threatened in writing by a Governmental Authority or other Third Party
against, relating to, involving or otherwise affecting the Product, Net Sales, the Royalty Payments or any other matters reasonably related
thereto, in each case to the extent the foregoing would reasonably be expected to result, either individually or in the aggregate, in a Material
Adverse Effect.

7.4   No Assumption of
Obligations
.    DR3 expressly does not assume or agree to become responsible for any obligation or liability of NPS of any kind whatsoever with
respect to the development and commercialization of the Product, whether presently in existence or arising or asserted hereafter. All such
obligations and liabilities (for certainty, including any and all existing and/or potential obligations under any license agreement that NPS enters
into with respect to the Product and any product liability or intellectual property infringement in respect of the commercialization of Products or
devices used to administer the Product) shall be retained by and remain obligations and liabilities of NPS.


7.5   No Contravention of NPS's Residual Rights;
End of Term
.    At the end of the Term, DR3 shall take such actions, and execute such documents, certificates and instruments, as reasonably
requested by NPS to terminate the security interests granted by NPS hereunder and pursuant to the Restated Security Agreement.


7.6   Actions upon Revocation.  




	Upon a Revocation, DR3 shall take such actions, and execute such documents, certificates and instruments,
as reasonably requested by NPS and at NPS' expense to terminate the additional security interests granted by NPS with respect to (i) the NPS
Patents in the United States and Japan, (ii) any NPS Know-How that is applicable only to the United States or Japan, and (iii) the NPS
Trademarks in the United States and Japan.


	Upon a Revocation, NPS shall take any and all actions necessary, at NPS's
expense, to effect and record the assignment of the PREOTACT trademarks, together with all applications and registrations therefor and all
goodwill symbolized thereby, to NPS from Takeda Pharma in the following countries: all the countries of the European Union, European
countries outside of the European Union, the Commonwealth of Independent States (formerly the USSR) and Turkey.



	Upon a Revocation, NPS shall immediately and automatically grant to DR3 an exclusive, royalty-free,
perpetual, irrevocable license to use the PREOTACT trademark in connection with the promotion, sale or other




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commercialization of Products in the Original Territory (as defined in the Original Purchase Agreement). For so long as NPS owns the PREOTACT trademark, all goodwill arising
from any use of the PREOTACT trademark made pursuant to this Section 7.6(c) shall inure to the benefit of NPS.





	PAYMENTS


8.1   Royalty Term
.    NPS's obligation to make Royalty Payments to DR3 shall commence on a country-by-country basis upon the First Commercial Sale of
the Product in a country in the Territory and shall expire on a country-by-country basis upon the later of: (a) the last to expire of any NPS Patent
in such country or (b) the expiration of any period of regulatory exclusivity applicable to the Product in such country (the "Royalty
Term").


8.2   Royalty
Payments and Royalty Statements
. NPS shall calculate all amounts payable as Royalty Payments with respect to Net Sales at the end of
each calendar quarter, which amounts shall be converted to Dollars at such time in accordance with Section 8.5. NPS shall pay to DR3 the
royalty amount due for Net Sales during a given calendar quarter by deposit to the DR3 Account or such other account designated by DR3 from
time to time in writing within forty-five (45) days after the end of such calendar quarter. Each payment of royalties due to DR3 shall be
accompanied by a statement of the number of units of Product sold on a country-by-country basis, the amount of gross sales of the Product on
a country-by-country basis in the Territory during the applicable calendar quarter (including such amounts expressed in local currency and as
converted to Dollars), an itemized calculation of Net Sales in the Territory showing deductions provided for in the definition of "Net
Sales" on a country-by-country basis during such calendar quarter and a calculation of the amount of royalty payment due on such Net
Sales for such calendar quarter for the Territory and on a country-by-country basis (the "Royalty Statements"). NPS shall
deliver the Royalty Statements to DR3 in accordance with Section 11.3 by e-mail addressed to DRINotices@dricapital.com. Without limiting the generality of the foregoing, NPS shall require its Affiliates, licensees and sublicensees to
account for its Net Sales.


8.3   Late Payments
.    If NPS fails to pay any portion of any amount due under this Agreement by the date such amount is due, NPS shall be obligated to
pay DR3, in addition to the amount due, interest at an interest rate of 1.0% per month over the prime rate reported in the eastern edition of the
Wall Street Journal (or an alternative source reasonably selected by DR3, if the Wall Street Journal should cease to report the
prime rate or cease to exist as a periodical) on such date (or the maximum rate permitted by applicable Law, if lesser), compounded monthly,
accruing from the date the payment was due through the date of actual payment. 


8.4   Royalty Withholding Taxes
.    Any income or other taxes which NPS is required by Law to pay or withhold on behalf of DR3 with respect to any Royalty Payments
payable to DR3 shall be deducted from the amount of such payments due, and paid or withheld, as appropriate, by NPS on behalf of DR3. Any
such tax required by applicable Law to be paid or withheld shall be an expense of, and borne solely by, DR3.




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NPS shall furnish DR3 with reasonable evidence of such payment or amount withheld, in electronic or written form, as soon as practicable after such payment is made or
such amount is withheld. The Parties will reasonably cooperate in completing and filing documents required under the provisions of any
applicable tax laws or under any other applicable Law in connection with the making of any required tax payment or withholding payment, or in
connection with any claim to a refund of or credit for any such payment.


8.5   Currency Conversion
.    For the purpose of calculating any sums due under, or otherwise reimbursable pursuant to, this Agreement (including the calculation
of Net Sales expressed in currencies other than Dollars), NPS shall convert any amount expressed in a foreign currency into Dollar equivalents,
calculated using the average of the exchange rate certified by the Federal Reserve Bank of New York for customs purposes for such currency
(found at http://www.federalreserve.gov/releases/h10/Hist or any other publication as agreed to by the Parties) over the entire calendar quarter
in which the Net Sales were made.


8.6   Records,
Audits

.    NPS and its Affiliates shall keep, and NPS shall require its licensees and sublicensees to keep, full, true and accurate records and
books of account containing all particulars that may be necessary for the purpose of confirming the accuracy of, and calculating, as applicable,
all royalties (including records of Net Sales) and NPS shall maintain complete and accurate records in sufficient detail to permit DR3 to confirm
the accuracy of all amounts payable hereunder, in each case for a minimum period of six (6) years or such longer period as required by
applicable Law. DR3 shall have a right to request an audit of NPS in order to confirm the accuracy of any of the foregoing (an
"Audit"). Upon the written request by DR3 to Audit NPS, DR3 shall have the right to engage an independent, internationally
recognized, accounting firm to perform a review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm the
accuracy of any of the foregoing for the calendar year(s) requested by DR3; provided that (i) such accountants shall be given access to, and
shall be permitted to examine and copy such books and records of NPS upon fifteen (15) days prior written notice to NPS, and at all reasonable
times on such Business Days, (ii) prior to any such examination taking place, such accountants shall enter into a confidentiality agreement with
NPS reasonably acceptable to NPS in order to keep all information and data contained in such books and records strictly confidential and shall
not disclose such information or copies of such books and records to any third person including DR3, but shall only use the same for the
purpose of the reviews and/or calculations which they need to perform in order to determine any amounts being reviewed, and (iii) such
accountants shall use reasonable efforts to minimize any disruption to NPS's business. NPS shall make personnel available during regular
business hours to answer queries on all such books and records required for the purpose of the Audit. The accountants shall deliver a copy of
its findings to each of the Parties within ten (10) Business Days of the completion of the review, and, in the absence of fraud or manifest error,
the findings of such accountant shall be final and binding on each of the Parties. Any underpayments by NPS shall be paid to DR3 within ten




                                                        -22-






Confidential Treatment Requested. Confidential portions of this document have 

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(10) Business Days of notification of the results of such inspection. Any overpayments made by NPS shall be refunded by DR3 within ten (10)
Business Days of notification of the results of such inspection. The cost of the accountant shall be the responsibility of DR3 unless the
accountants calculation shows that the actual royalties payable of Net Sales are different, by more than five percent (5%) of the amounts as
previously calculated by NPS.




	TERM AND TERMINATION


9.1   Term of Agreement
.    The term of this Agreement shall commence on the date of the Closing and shall expire on the earlier of: (a) the expiration of the
Royalty Term in all countries of the Territory or (b) such time as the aggregate amount of the payments received by DR3 in respect of the (i)
Purchaser Royalty Interest (as defined in the Original Purchase Agreement) after July 16, 2007 and (ii) the Royalty Payments made pursuant to
this Agreement is equal to $125,000,000 (the "Term").


9.2   Termination
.    This Agreement shall terminate if DR3 exercises the Revocation in accordance with Section 2.1.

9.3   Accrued Rights
.    Termination or expiration of this Agreement for any reason will be without prejudice to any rights that will have accrued to the benefit
of a Party prior to the effective date of such termination. Such termination will not relieve a Party from obligations that are expressly indicated to
survive the termination or expiration of this Agreement.


9.4   Survival
.    Notwithstanding anything to the contrary contained herein, the following provisions shall survive any expiration or termination of this
Agreement: Sections 2.6, 6.2, 6.5, 7.4, 7.5, 7.6, 8.2 (to the extent arising prior to expiration or termination), 8.3, 8.4, 8.5, 8.6 (but only for a
period of one (1) year after the expiration or termination of this Agreement),  9.3, 9.4 and Article 10 and Article 11.  Except as set forth
in this Section 9.4, or otherwise expressly set forth herein, upon termination or expiration of this Agreement all other rights and obligations of the
Parties shall cease. 




	INDEMNIFICATION


10.1   Indemnification by NPS
.    NPS shall indemnify DR3, and its officers, directors, managers, partners, trust beneficiaries, agents and representatives, against, and
hold each of them harmless from, any Damages suffered or incurred by any such Person arising from, relating to or otherwise in respect
of:




	any breach of any representation or warranty of NPS contained in this Agreement; and


	any breach of any covenant of NPS contained in this Agreement. 

10.2   Indemnification by DR3
.    DR3 shall indemnify NPS, its directors, officers, shareholders and representatives, against, and hold them harmless from, any
Damages suffered or incurred by any such Person arising from, relating to or otherwise in respect of:




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	any breach of any representation or warranty of DR3 contained in this Agreement; and


	any breach of any covenant of DR3 contained in this Agreement.

10.3   Procedure for Claims.




	Third Party Claims. In order for a Person (the "indemnified party") to be entitled
to any indemnification provided for under Section 10.1 or 10.2 in respect of, arising out of or involving a claim made by any Person against the
indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing (and in
reasonable detail) of the Third Party Claim within ten (10) Business Days after receipt by such indemnified party of notice of the Third Party
Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the
indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to
the indemnifying party, within five (5) Business Days after the indemnified party's receipt thereof, copies of all notices and documents (including
court papers) received by the indemnified party relating to the Third Party Claim.


	Assumption. If a Third Party Claim is made against an indemnified party, the indemnifying party
shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the
indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party
so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses
subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the
indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel
employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be
liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not
assumed the defense thereof. If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall
cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the
provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees
available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not
the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle,
compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be
unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any
settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying




                                                        -24-






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party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party
completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party.




	Other Claims. In the event any indemnified party should have a claim against any indemnifying
party under Section 10.1 or 10.2 that does not involve a Third Party Claim being asserted against or sought to be collected from such
indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. The failure by
any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such
indemnified party under Section 10.1 or 10.2, except to the extent that the indemnifying party demonstrates that it has been materially
prejudiced by such failure.




	MISCELLANEOUS


11.1   Costs and Expenses
.    Each Party shall be responsible for and bear all of its own costs and expenses (including attorney fees and any brokers, finders or
investment banking fees or prior commitment in respect thereof) incurred in connection with this Agreement.


11.2   Further Assurances
.    After the Closing, from time to time, as and when requested by any Party, each Party shall execute and deliver, or cause to be
executed and delivered, all such documents, certificates and instruments, and shall take, or cause to be taken, all such further or other actions,
as such other Party may deem reasonably necessary, desirable or appropriate to carry out all of the provisions of this Agreement and to
consummate all of the transactions contemplated by this Agreement.


11.3   Notices
.    All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or
sent electronically, by facsimile or e-mail (with proof of electronic transmission), or sent, postage prepaid, by registered, certified or express mail
or overnight courier service and shall be deemed given when so delivered by hand, facsimile or e-mail, or if mailed, three Business Days after
mailing (one Business Day in the case of express mail or overnight service), as follows:






	if to DR3:
Drug Royalty L.P. 3.

c/o DRI Capital Inc.

22 St. Clair Avenue East

Suite 200

Toronto ON M4T 2S5

Attention of:Behzad Khosrowshahi

Fax No.:(416) 863-5161

E-mail: DRINotices@dricapital.com





                                                        -25-






Confidential Treatment Requested. Confidential portions of this document have 

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with a copy to:

Attention of: Gary Margolis

Fax No.: (416) 863-5161

E-Mail:gm@dricapital.com

with a copy (which shall not constitute notice) to:

King & Spalding LLP

601 S. California Ave.

Palo Alto, CA 94304

Attention of:Emma Maconick

Fax No.:(650) 422 6800

E-mail: emaconick@kslaw.com





	if to NPS:

NPS Pharmaceuticals Inc.

550 Hills Drive, 3rd Floor

Bedminster, New Jersey 07921

United States of America

Attention of:General Counsel

Fax No.:(908) 450-5344

E-mail:estratemeier@npsp.com


with a copy (which shall not constitute notice) to:

Morgan Lewis and Bockius LLP

502 Carnegie Center

Princeton, New Jersey 08540-6241

Attention of: Randall B. Sunberg

Fax No.: (609) 919-6701

E-Mail:rsunberg@morganlewis.com





or to such other address or addresses as DR3 or NPS may from time to time designate by notice as provided
herein.




11.4   Successors
and Assigns
.    This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the Parties hereto.
This Agreement may not be assigned in whole or in part by either Party without the prior written consent of the other Party; provided, however,
that (i) DR3 may assign this Agreement in whole or in part without the prior written consent of NPS: (a) by way of security to a financial
institution or other lender, (b) to any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under
common control with, DR3, (c) to a special purpose vehicle created to be bankruptcy remote or for financing purposes or (d) as part of a sale of
a material part of DR3, an Affiliate of DR3 or of the DR3 Royalty Right, in any case whether by way of reorganization or otherwise, and DR3
shall give prompt notice of any such assignment to NPS within ten (10) Business Days after the occurrence thereof and (ii) NPS shall be
permitted to assign this Agreement in whole or in part without the prior written consent




                                                        -26-






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of DR3 to any Affiliate to which the NPS Patents are also
assigned in accordance with Section 6.1, provided that such assignment could not reasonably be expected to result in or give rise to a material
adverse effect on the validity or enforceability of this Agreement or the rights or remedies of DR3 hereunder. 


11.5   No Partnership
.    Nothing in this Agreement shall be deemed in any way or for any purpose to constitute either Party as a partner of the other Party in
the conduct of any business. For all purposes of this Agreement, the Parties are independent contractors. Except to the limited extent expressly
provided in this Agreement, neither Party shall have the authority to bind, obligate or represent the other Party.

11.6   Entire Agreement
.    Subject to Section 2.3, this Agreement, the Restated Security Agreement and the Closing Documents, including the Schedules and
Exhibits hereto and thereto, together constitute the entire agreement and understanding between the Parties hereto with respect to the subject
matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter.

11.7   Amendments, Supplements, Waivers
.    This Agreement may be amended or supplemented only by a written agreement signed by DR3 and NPS. Any waiver of, or consent
to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and
only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no
delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall
preclude any other or further exercise of such right or the exercise of any other right.

11.8   Severability
.    If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nevertheless be given full
force and effect.


11.9   Governing Law.




	Except as otherwise provided herein, this Agreement shall be governed by and construed,
interpreted and enforced in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof
except as set forth in Section 5-1401 of the New York General Obligations Law.


	Each Party hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of
the State of New York located in New York County, New York and the U.S. federal district courts in the Southern District of the State of New
York.


11.10   Waiver of
Jury Trial
.    Each Party hereby waives to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any
claim, demand, action or cause of action directly or indirectly arising out of, under or in connection with this Agreement or any transaction
contemplated hereby, and each Party hereby agrees and consents that any such claim, demand, action or cause of action shall be decided by
court trial without a jury, and that either Party hereto may file an original




                                                        -27-






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counterpart or a copy of this Section 11.10 with any court as written
evidence of the consent of the signatories hereto to the waiver of their right to trial by jury. Each Party: (a) certifies that no representative, agent
or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce
the foregoing waiver; and (b) acknowledges that it and the other Party hereto have been induced to enter into this Agreement by, among other
things, the mutual waivers and certifications in this Section 11.10.


11.11   Counterparts
.    This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the
same agreement. This Agreement may be delivered by either Party by facsimile or by electronic delivery and, if so executed and delivered, shall
be legally valid and binding on the Party executing in such manner.




[Signature Page Follows]

 


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IN WITNESS WHEREOF, the Parties, by their duly authorized officers, have executed this Agreement. 
NPS PHARMACEUTICALS, INC.

 



By: /s/ Luke Beshar

   Name: Luke Beshar

   Title: EVP & CFO


 


DRUG ROYALTY L.P. 3, by its General Partner, DRC MANAGEMENT LLC 3

 

By: /s/ Behzad Khosrowshahi

   Name:Behzad Khosrowshahi

   Title:Manager

 

 

 

 

 

 

 

 












[Signature Page to Amended and Restated Agreement for the Sale and Assignment of Rights]


                                                        -29-






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Schedule 1.1(j)


DR3 Account

 

Bank Name:[* * *] 

Account Name:[* * *] 

Account #:[* * *] 

ABA #:[* * *] 

Swift Code:[* * *] 


 

 

 

 

 

 

 









Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




Schedule 4.6

Copies of Certain Agreements and Notifications

 

[See attached.]

 

 

 

 

 









Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




NPS PHARMACEUTICALS, INC.

                     CERTIFICATE OF SECRETARY


I, Edward H. Stratemeier, Secretary of NPS Pharmaceuticals, Inc., a Delaware

corporation (the "Company"), do hereby certify that:


1. I am the duly elected, qualified and acting Senior Vice President, General Counsel and Secretary of the Company on the date
hereof.


2. Attached hereto are true, correct and complete copies of the following documents:


Exhibit A

   Non-Exclusive Patent License Agreement between NPS Pharmaceuticals, Inc. and Asahi Kasei Pharma Corporation, effective April I,
2005 (Asahi Agreement) 


Exhibit B

  Purchase and Sale Agreement between Allelix Biopharmaceuticals, Inc. and Kaare M. Gautvik and Peter Alestrom, effective Apri11,
1996 (Gautvik Agreement)




Exhibit C

   Development Agreement between NPS Allelix Corp. and Ypsomed AG, effective January 7, 2004 (the "Patent 151
License"') (except for the last page of Appendix C)


Exhibit D

   Notification of lapse of Patent No. EP 1519766A (filing date June 25, 2003) under the Patent 151 License




IN WITNESS WHEREOF, I have signed this Certificate this 20th day of December 2013.

 
/s/ Edward H. Stratemeier

   Edward H. Stratemeier

   Senior Vice President, General Counsel

   and Secretary

 


















Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




EXHIBIT A

 

Asahi Agreement

 

(See attached)


 

 

 







Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.



EXHIBIT B

 

Gautvik Agreement

 

(See attached)

 

 

 








Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




EXHIBIT C

 

Patent 151 License

 

(See attached)

 

 

 








Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




EXHIBIT D

 

Patent 151 Lapse Notification

 

(See attached)


 

 








Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




Schedule 4.7

 

List of NPS Patents



"ESSENTIALLY PURE HUMAN PARATHYROID HORMONE"


	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	
Patent No.
	
Expiry Date

	
Australia
	
6 May `92 
	
16049/92
	
20 Sept `01
	
639856
	
6 May `12

	
Austria
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Belgium
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Canada
	
12 May `92
	
2068438
	
12 Nov `96
	
2068438
	
12 May `12

	
Denmark
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Denmark (SPC)
	
20 Oct `06
	
CA200600028
	
25 March `08
	
CR200600028
	
22 May `17

	
European Patent Convention
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Finland
	
22 May `92
	
922,356
	
12 April `01
	
106802
	
22 May `12

	
France
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Germany
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Great Britain
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Greece
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Hong Kong
	
22 May `92
	
92304692.4
	
25 March `98
	
1004340
	
22 May `12

	
Ireland
	
1 July `92
	
921,672
	
28 May `04
	
83494
	
30 June `12

	
Italy
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Japan
	
22 May `92
	
156100/92
	
19 Sep `96
	
2563726
	
22 May `12









Confidential Treatment Requested. Confidential portions of this document have 

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Korea
	
22 May `92
	
1019920008730
	
5 Nov `97
	
1001289520000
	
22 May `12

	
Liechtenstein
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Luxembourg
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Monaco
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Netherlands
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
New Zealand
	
21 May `92
	
19920242855
	
11 Aug `94
	
242855
	
21 May `12

	
Norway
	
21 May `92
	
92304692.4
	
9 November `98
	
304,190
	
21 May `12

	
Norway (SPC)
	
24 Oct `06
	
2006013
	
26 Nov `09
	
2006013
	
21 May `17

	
Philippines
	
21 May `92
	
44335
	
13 June `95
	
28922
	
13 June `12

	
Portugal
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
South Africa
	
22 May `92
	
92/03735
	
27 Jan `93
	
92/03735
	
22 May `12

	
Spain
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Sweden
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
Switzerland
	
22 May `92
	
92304692.4
	
25 March `98
	
0 515 228
	
22 May `12

	
United States
	
23 May `91
	
07/707114
	
4 May `93
	
5208041
	
23 May `11





 

"PARATHYROID HORMONE FORMULATION"


	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	
Patent No.
	
Expiry Date

	
Australia
	
16 Dec `94
	
12698/95
	
8 January `98
	
681737
	
16 Dec `14

	
Canada
	
16 Dec `94
	
2,179,207
	
14 November `00
	
2,179,207
	
16 Dec `14

	
China
	
16 Dec `94
	
94194608.8
	
6 August `03
	
94194608.8
	
16 Dec `14

	
Europe
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Austria
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14









Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.



	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	
Patent No.
	
Expiry Date

	
Belgium
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Denmark
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Finland
	
16 Dec `94
	
962593
	
15 Sep `09
	
120291
	
16 Dec `14

	
France
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Germany
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Great Britain
	
16 Dec `94
	
95903732.6
	
3Oct `07
	
0735896
	
16 Dec `14

	
Greece
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Hong Kong
	
16 Dec `94
	
98111127.6
	
23 Nov `07
	
1010336
	
16 Dec `14

	
Hong Kong
	
8 June `98
	
05103473.5
	
28 May `10 
	
HK1070816B
	
8 June `18

	
Ireland
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Italy
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Japan
	
16 Dec `94
	
517064/95
	
12 May `00
	
3065662
	
16 Dec `14

	
Liechtenstein
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Lithuania
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Luxembourg
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Monaco
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Netherlands
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
New Zealand
	
16 Dec `94
	
277463
	
23 August `97
	
277463
	
16 Dec `14

	
Norway
	
16 Dec `94
	
P962634
	
27 Dec `07
	
324905
	
16 Dec `14

	
Portugal
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
South Korea
	
16 Dec `94
	
1019960703288
	
02 September `03
	
1003984610000
	
16 Dec `14

	
Spain
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Sweden
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
Switzerland
	
16 Dec `94
	
95903732.6
	
3 Oct `07
	
0735896
	
16 Dec `14

	
U.S.
	
23 Dec `93
	
08/172,206
	
5 March `96
	
5,496,801
	
23 Dec `13






 

"PROTEIN FORMULATION (PTH) (MULTI-DOSE INJECTION)"


	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	
Patent No.
	
Expiry Date

	
Albania
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Austria
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Australia
	
26 April `99
	
35916/99
	
29 Jan `04
	
766514
	
26 April `19

	
Australia DIV
	
16 Jan `04
	
2004200156
	
13 April `06
	
2004200156
	
26 April `19

	
Australia DIV
	
26 April `99
	
2006201087
	 	 	 
	
Belgium
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19









Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.



	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	
Patent No.
	
Expiry Date

	
Brazil
	
26 April `99
	
BR19999909958
	 	 	 
	
Canada
	
26 April `99
	
2,329,800
	
15 June `04
	
2,329,800
	
26 April `19

	
China
	
26 April `99
	
99807362.8
	
17 Oct `04
	
ZL99807362.8
	
26 April `19

	
Cyprus
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Denmark
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Europe
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Finland
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
France
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Germany
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Great Britain
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Greece
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Ireland
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Italy
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Hong Kong
	
26 April `99
	
02102980.6
	
18 March `05
	
HK1041218
	
26 April `19

	
Japan
	
26 April `99
	
2000-545551
	
28 April `11
	
4733267
	
26 April `19

	
Japan
	
26 April `99
	
2011-011811
	 	 	 
	
Liechtenstein
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Latvia
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Lithuania
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Luxembourg
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Macedonia
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Mexico
	
26 April `99
	
010640
	
23 Jan `06
	
233893
	
26 April `19

	
Monaco
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Netherlands
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
New Zealand
	
26 April `99
	
508269
	
29 Mar `04
	
508269
	
26 April `19

	
Portugal
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Romania
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Singapore
	
26 April `99
	
200006124-2
	
31 May `05
	
76839
	
26 April `19

	
Slovenia
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
South Africa
	
26 April `99
	
2000/6040
	
24 April `02
	
2000/6040
	
26 April `19

	
South Korea
	
26 April `99
	
1020007012037
	
8 May `06
	
1005798720000
	
26 April `19

	
Spain
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Sweden
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19

	
Switzerland
	
26 April `99
	
99917715.7
	
18 Aug `04
	
1079803
	
26 April `19










Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.


"A COMBINED PHARMACEUTICAL PREPARATION COMPRISING
PARATHYROID HORMONE AND A
BONE RESORPTION INHIBITOR"


	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	
Patent No.
	
Expiry Date

	
Australia
	
8 June `98
	
79458/98
	
30 Jan `03
	
753477
	
8 June `18

	
Australia Div.
	
5 Sep `02
	
2002300896
	
13 July `06
	
2002300896
	
8 June `18

	
Austria Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Austria
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Belgium
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Belgium Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Canada
	
8 June `98
	
2,294,101
	
3 Aug `10
	
2,294,101
	
8 June `18

	
Canada Div.
	
8 June `98
	
2,698,626
	 	 	 
	
Cyprus
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Cyprus Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
CY1110287
	
8 June `18

	
Denmark
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Denmark Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Europe
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Europe Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Finland
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Finland Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
France
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
France Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Germany
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Germany Div.
	
8 June `98
	
69841279.6-08
	
4 Nov `09
	
1473040
	
8 June `18

	
Great Britain
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Great Britain Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Greece Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Greece
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Hong Kong
	
8 June `98
	
00107524.0
	
24 March `05
	
1029738
	
8 June `18

	
Ireland
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Ireland Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Italy
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Italy Div.
	
8 June `98
	
19750BE/2010
	
4 Nov `09
	
1473040
	
8 June `18

	
Japan
	
8 June `98
	
HEI 11-504259
	 	
(2002-504140)
	 
	
Japan
	
8 June `98
	
2010-000066
	 	
(2010-100644)
	 
	
Liechtenstein
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Liechtenstein Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18










	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	
Patent No.
	
Expiry Date

	
Luxembourg
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Luxembourg Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Monaco
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Monaco Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Netherlands
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Netherlands Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Portugal
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Portugal Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
South Africa
	
8 June `98
	
98/4947
	
31 March `99
	
98/4947
	
8 June `18

	
Spain
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Spain Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Sweden
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Sweden Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
Switzerland
	
8 June `98
	
98929965.6
	
8 Sept `04
	
1001802
	
8 June `18

	
Switzerland Div.
	
8 June `98
	
04017622.4
	
4 Nov `09
	
1473040
	
8 June `18

	
U.S.
	
14 Aug `98
	
09/125,247
	
4 Sep `01
	
6,284,730
	
8 June `18

	
U.S. Div Con
	
18 March `03
	
10/389,797
	
28 March `06
	
7,018,982
	
8 June `18

	
US Div Con 2
	
19 Dec `05
	
11/305,339
	
24 March `09
	
7,507,715
	
8 June `18

	
US Div
	
9 Jan `09
	
12/351,558
	
6 July `10
	
7,749,543
	
8 June `18

	
US Div
	
23 June `10
	
12/822,089
	
10 April `12
	
8,153,588
	
8 June `18

	
US DIV
	
24 Feb `12
	
13/405,093
	 	
(2012/0148684)
	 





** Designated contracting states: Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Great Britain, Greece,
Ireland, Italy, Liechtenstein, Luxembourg, Monaco, Netherlands, Portugal, Spain, Sweden, Switzerland.

 









Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




"METHOD OF ADMINISTERING THERAPEUTIC INJECTIONS"


	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	
Patent No.
	
Expiry Date

	
Canada

35296/125.2
	
18 October `04
	
2542715
	 	 	 
	
Europe*
	
18 October 2004
	
04795465.6
	 	
(EP1687048A)
	 
	
US

50821/125.3
	
15 October `04
	
10/966364
	
 

4 May `10
	
7,708,732
	
11 May `27




* Designated contracting states: Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, Hungary, Ireland,
Liechtenstein, Luxembourg, Monaco, Poland, Portugal, Romania, Slovenia, Slovakia, Sweden, Switzerland, Turkey, with Albania, Croatia,
Lithuania, Latvia and Macedonia as extension states.





"PARATHYROID HORMONE FORMULATIONS AND USES THEREOF"


	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	
Patent No.
	
Expiry Date

	
Albania
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Austria
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Belgium
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Bosnia-Herzegovina
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Bulgaria
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Croatia
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Cyprus
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Czech Republic
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Denmark
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Estonia
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Europe
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
26 Oct `27









Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.



	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	
Patent No.
	
Expiry Date

	
Finland
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
France
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Germany
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665 
	
27 Oct `28

	
Great Britain
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Greece
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Hong Kong
	
27 Oct `08
	
11100351.0
	
16 March `11
	
1146465
	
27 Oct `28

	
Hungary
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Iceland
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Ireland
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Italy
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Liechtenstein
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Latvia
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Lithuania
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Luxembourg
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Macedonia
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Malta
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Mexico
	
27 Oct `08
	
MX/a/2010/004388
	
30 May `11
	
287021
	
27 Oct `28

	
Monaco
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28









Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.



	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	
Patent No.
	
Expiry Date

	
Netherland
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Norway
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Poland
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Portugal
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Republic of Serbia
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Romania
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Russia
	
27 Oct `08
	
2010 121165/15
	
16 March `11
	
2467762
	
27 Oct `28

	
Slovak Republic
	
27 Oct `08
	
08842081.5
	
16 March `11
	
E9913
	
27 Oct `28

	
Slovenia
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
South Africa
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2010/02812
	
27 Oct `28

	
Spain
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Sweden
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Switzerland
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28

	
Turkey
	
27 Oct `08
	
08842081.5
	
16 March `11
	
2219665
	
27 Oct `28










Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.



SPC SUMMARY


	
Based on EP 0 515 228

	
Country
	
Application Number
	
Filing Date
	
Status
	
Expiry

	
Denmark
	
CA 2006 00028
	
20 Oct. 2006
	
Granted 25 March 2008
	
22 May, 2017

	
Norway
	
SPC/NO 2006 013
	
24 Oct. 2006
	
Granted 7 Dec. 2009
	
21 May 2017




   


	
Based on EP 1 079 803

	
Country
	
Application Number
	
Filing Date
	
Status
	
Expiry Date

	
Austria
	
E273693-3
	
19 Oct. 2006
	
Grant Date 18 July 2007
	
April 24, 2021

	
Belgium
	
2006C/033
	
19 Oct. 2006
	
Grant Date 5 June 2007
	
April 24, 2021

	
Cyprus
	
CY06/006
	
23 Oct. 2006
	
Grant Date March 2007
	
April 23, 2021

	
Finland
	
L20060013
	
13 Oct. 2006
	
Grant Date 29 Aug 2011
	
April 24, 2021

	
Germany
	
12 2006 000 057.7
	
18 Oct. 2006
	
Grant Date Feb. 18 2009
	
April 24, 2021

	
Greece
	
20060800026
	
20 Oct. 2006
	
Grant Date May 30 2007
	
April 24, 2021

	
France
	
06C0032
	
20 Oct 2006
	
Grant Date 24 April 2007
	
April 24, 2021

	
Ireland
	
2006/032
	
17 Oct. 2006
	
Grant Date 23 May 2007
	
April 23, 2021

	
Italy
	
60605
	
23 Oct. 2006
	
Grant Date June 5 2007
	
April 22, 2021

	
Latvia
	
C/LV2006/0009
	
17 Oct. 2006
	
Grant Date 20 March 2007
	
April 24, 2021

	
Lithuania
	
PA 2006 007
	
23 Oct. 2006
	
Grant No. C1079803

Grant Date 04 June 2007
	
April 25, 2021

	
Luxembourg
	
91281
	
19 Oct. 2006
	
Grant No. 91291

Grant Date 19 Dec. 2006
	
April 24, 2021









Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.



	
The Netherlands
	
300243
	
17 Oct. 2006
	
Grant Date December 7 2006
	
April 23, 2021

	
Portugal
	
240
	
20 Oct. 2006
	
Granted
	
April 24, 2021

	
Romania
	
C/022
	
10 April 2007
	
Grant Date Dec 23 2004
	
April 24, 2021

	
Slovenia
	
200640015
	
18 Oct. 2006
	
Grant Date 16 July 2009
	
April 24, 2021

	
Sweden
	
0690029-4
	
24 Oct. 2006
	
Grant Date 5 Feb 2008
	
23 April 2021

	
United Kingdom
	
SPC/GB06/035
	
13 Oct. 2006
	
Grant Date 1 June 2007
	
23 April 2021




 


 



 

 







Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.



Schedule 4.7(a)


Opinions of Counsel





	December 10, 1998---Vossius & Partner---PTH Search

	October 2, 2004-Plougmann & Vingtoft-Risk Assessment Report Concerning Lyophilised Parathyroid Hormone (PTH)
Formulation

	July 30, 2007-Kraus & Weisert-Freedom to Operate Analysis in Europe for the Product "Preotact".

 



 

 







Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.





Schedule 4.8

 

Litigation

 

Albanian patent 01282, the Albanian part of European patent number 1079803, serial number 99917715.7 is the subject of a suit for
reinstatement against the Albanian Patent Office.




 

 

 

 







Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




Schedule 6.1(a)


Jurisdictions Requiring Consent to License





	Australia

	Belgium

	Canada

	Denmark

	Finland

	France

	Germany

	Iceland

	Italy

	Japan

	Luxembourg

	Netherlands

	Norway

	Spain

	Sweden

	Switzerland

	United Kingdom

	U.S.A.

 

 

 








Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




Schedule 6.2(d)

 

Form 8-K


[See attached.]

 



 

 

 








Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.






UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 8-K



CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


	
December 20, 2013 

	
Date of Report (Date of earliest event reported) 





 


	
NPS PHARMACEUTICALS, INC. 

	
(Exact name of registrant as specified in its charter) 






	
Delaware 
	
0-23272 
	
87-0439579 

	
(State or other jurisdiction of

incorporation) 
	
(Commission File Number) 

 
	
(I.R.S. Employer

Identification Number) 




 


	
550 Hills Drive, 3rd Floor 

	
Bedminster, NJ 07921 

	
(Address of principal executive offices) 





 


	
 
	
(908) 450-5300 
	 
	
(Registrant's telephone number, including area code) 





Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions: 

⃞ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) 

⃞ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12) 

⃞ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

⃞ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 







Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




Item 1.01.  Entry into a Material Definitive Contract.

On December 20, 2013, NPS Pharmaceuticals, Inc. (the "Company" or "NPS") entered into an amendment and
restatement (the "Amendment and Restatement") to its Agreement for the Sale and Assignment of Rights (the "2007
Agreement"), dated as of July 16, 2007, between NPS Allelix Corp., Drug Royalty L.P. 3 ("DRLP3"), an investment fund
managed by DRI Capital Inc. ("DRI"), and the Company.

Under the 2007 Agreement, the Company sold to DRLP3 its rights to receive future royalty payments arising from the sale of recombinant
human parathyroid hormone 1-84 [rDNA origin] ("PTH") under its license agreement ("Takeda License Agreement") with
Takeda Pharma A/S, formerly Nycomed Danmark ApS ("Takeda"). On March 18, 2013, pursuant to the previously disclosed
Termination and Transition Agreement between NPS and Takeda, NPS' license agreement with Takeda was terminated and NPS re-acquired
exclusive rights worldwide to develop and commercialize PTH. Preotact is the brand name that Takeda had used to market PTH for the
treatment of osteoporosis in certain of its licensed territories. NPS is developing PTH in the U.S. under the trade name Natpara for the treatment
of hypoparathyroidism. NPS filed a BLA for Natpara with the FDA in October 2013.

Pursuant to the Amendment and Restatement, (i) DRLP3 has consented to the commercialization of PTH by the Company, (ii) the terms of
the 2007 Agreement are tolled, and (iii) the parties' rights and obligations regarding PTH and related technology are governed by the
Amendment and Restatement.

The Company will be required to pay royalties in the mid single digits to DRLP3 based upon sales of PTH by the Company and its licensees
(if any) worldwide, excluding Israel. The Company has agreed to undertake certain efforts to commercialize PTH. If the Company does not
submit a Marketing Authorization Application to the European Medicines Agency for PTH in the European Union by an agreed upon date,
DRLP3 will have the right to revoke the consent granted in the Amendment and Restatement, reinstate the 2007 Agreement, and either cause
the Company to enter into a new license agreement with a third party with respect to PTH on terms that are substantially similar and no more
extensive (when taken as a whole) than the terms contained in the terminated Takeda License Agreement, or negotiate such an agreement on
NPS' behalf.  

The Company's obligation to pay royalties to DRLP3 under the Amendment and Restatement shall expire on a country-by-country basis
upon the later of (i) the last to expire patent controlled by the Company with claims covering PTH in such country or (ii) the expiration of any
period of regulatory exclusivity applicable to PTH in such country. The Company's obligation to pay royalties to DRLP3 under the Amendment
and Restatement shall terminate in its entirety once cumulative royalty payments made to DRLP3 by Takeda and the Company total
$125 million. As of September 30, 2013, $45.5 million in royalties had been paid to DRLP3. 

 DRLP3 continues to maintain a security interest in NPS patents that contain claims covering PTH and certain other NPS intellectual
property related to PTH. In the event of a default by NPS under the Amendment and Restatement, DRLP3 would be entitled to enforce its
security interest against NPS and such intellectual property. 







Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized. 

	
Date: 
	
December 20, 2013 
	
NPS PHARMACEUTICALS, INC. 

	 	 	
 

	
 
	
 
	
By: 
	
/s/ Edward Stratemeier 

	 	 	 	
Edward Stratemeier 

	 	 	 	
Senior Vice President, General Counsel and

Secretary 





 

 

 

 







Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




Exhibit A


Form of Restated Security Agreement

 

[See attached.]

 


 

 

 







Confidential Treatment Requested. Confidential portions of this document have 

been redacted and have been separately filed with the Commission.




AMENDED AND RESTATED SECURITY AGREEMENT 


THIS AMENDED AND RESTATED SECURITY AGREEMENT is made as of December 20, 2013. 


BETWEEN: 


NPS PHARMACEUTICALS, INC., 

                     a corporation existing under the laws of the State of Delaware 

(collectively with its successors and permitted assigns, "Debtor"), 


- and -







DRUG ROYALTY L.P. 3, 

a Cayman Islands limited partnership 

(collectively with its successors and permitted assigns, "Secured Party"). 





WHEREAS Debtor and Secured Party are parties to that certain Agreement for the Sale and Assignment of Rights
dated as of July 16, 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the "Original Purchase
Agreement"); 


AND WHEREAS in connection with the Original Purchase Agreement, Debtor and Secured Party entered into a
security agreement dated as of October 2, 2009 (the "Original Security Agreement"), pursuant to which Debtor granted to Secured
Party a first priority security interest in the Collateral (as defined therein); 


AND WHEREAS Debtor and Secured Party have agreed to amend and restate the
Original Purchase Agreement in accordance with the terms and conditions of that certain
Amended and Restated Agreement for the Sale and Assignment of Rights (as such agreement
may be amended, modified, supplemented or restated from time to time, the "A&R Purchase
Agreement"); and 


AND WHEREAS it is a condition to the effectiveness of the A&R Purchase Agreement that the Debtor and
Secured Party amend and restate the Original Security Agreement on the terms and conditions set forth herein. 


NOW  THEREFORE  in  consideration  of  the  respective  covenants,  promises  and
agreements of the parties herein contained and other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged by each of the parties), the parties hereby
amend and restate the Original Security Agreement in its entirety as set forth herein and further
agree as follows: 










ARTICLE 1 

                         INTERPRETATION 


1.1Defined Terms

Terms that are defined in the A&R Purchase Agreement and not otherwise defined herein have, unless the
context otherwise requires, the respective meanings specified in the A&R Purchase Agreement and, in addition, the following terms
have the following meanings (and grammatical variations of such terms shall have corresponding meanings): 


"A&R  Purchase  Agreement"  has  the  meaning  specified  in  the  recitals  of  this Agreement; 

"Additional Collateral" means the NPS Trademarks, the NPS Patents in the United States and Japan and
NPS Know-How specific to the United States and Japan. 


"Agreement" means this Amended and Restated Security Agreement, the recitals, all attached exhibits
and Schedules, and any agreement, exhibit or Schedule supplementing or amending this Agreement; 


"Collateral" means all of Debtor's right, title and interest in, to and under the NPS
Technology and the NPS Trademarks, whether now owned or hereinafter acquired, and
includes  Proceeds  therefrom  and,  where  the  context  permits,  any  reference  to
"Collateral" shall be deemed to be a reference to "Collateral or any part thereof"; 


"Event of Default" means a Major Default or a Minor Default; 


"Financing Statements" has the meaning specified in Section 3.1(e); 


"including", when used herein, means "including without limitation" and shall not be construed
to limit any general statement which it follows to the specific or similar items or matters immediately following it; 


"IP Office Filings" has the meaning specified in Section 3.1(g); 


"Major Default" means the occurrence of any one or more of the following events: 


(a) any breach attributable to Debtor of any representation or warranty made in
Section 4.1 or 4.5 of the A&R Purchase Agreement; provided, however, that a breach of Section 4.1(a) of the
A&R Purchase Agreement shall not be a Major Default unless such breach results in a Material Adverse Effect; 



(b)any breach by Debtor of any of its covenants under Section 6.1(a) of the A&R Purchase Agreement; or


(c) the cessation or threatened cessation by Debtor of its business generally or the
admission by Debtor of its inability to, or its actual failure to, pay its debts
generally, including circumstances where Debtor (i) is adjudged bankrupt or 






                                                        2






insolvent, (ii) makes an assignment in bankruptcy or otherwise for the benefit of
creditors, (iii) files a petition or proposal under bankruptcy, insolvency or similar
legislation,  or (iv)  has  instituted  against  it  proceedings  under  bankruptcy,
insolvency or similar legislation including for the appointment of a receiver or trustee. 




"Minor Default" means the occurrence of any one or more of the following events to the extent that it is not
a Major Default: 


(a) the failure of Debtor to pay any monetary Obligations within five Business Days
of the date on which such Obligations are due or payable; 



(b) the failure of Debtor to perform any non-monetary Obligation or covenant under
this Agreement or the A&R Purchase Agreement and such failure shall continue unremedied for a period of 60
days after written notice thereof; or



(c)any breach attributable to Debtor of any representation or warranty made in the
A&R Purchase Agreement;




"Obligations"  means  all  indebtedness,  liabilities  and  obligations (whether  direct,
indirect, absolute, contingent or otherwise) of Debtor to Secured Party arising pursuant to
(i) the A&R Purchase Agreement, (ii) in the case of a Revocation, the Original Purchase Agreement, and/or (iii)
this Agreement. 


"parties" means Debtor and Secured Party, and "party" means either of them; 


"Proceeds" means property in any form derived, directly or indirectly, from any dealing
with  the  Collateral  or  other  proceeds (together  with  any  reissue,  continuation,
continuation-in-part or extension of the Patents) thereof; and includes any accounts,
payment intangibles or other general intangibles arising from any sale, transfer, license,
lease or other dealing in any of the Collateral and any payment or value representing
indemnity or compensation for loss or damage to the Collateral or other Proceeds,
including insurance proceeds and proceeds (as such term is defined in the UCC); 


"Security Interest" has the meaning specified in Section 2.1; 


"Transaction Documents" means this Agreement, the A&R Purchase Agreement and each other Closing Document; and 


"UCC" means (i) the Uniform Commercial Code as in effect from time to time in the
State of New York, (ii) with respect to enforcement, the Uniform Commercial Code as in
effect from time to time in any other state whose law is applicable with respect to
Secured Party's enforcement of its rights hereunder and (iii) insofar as any references to
the UCC is used in the context of perfection, the Uniform Commercial Code as in effect
from time to time in the state that is the "location" of Debtor under the UCC, in each case
including any legislation that may be substituted therefor (as any such substituted
legislation may be amended from time to time). 





                                                        3







1.2Meanings under the UCC


All terms used herein and not otherwise defined pursuant to Section 1.1 (including any definitions incorporated herein
by reference to the A&R Purchase Agreement) and which are defined in the UCC shall, unless the context otherwise requires, have the
respective meanings assigned to such terms in the UCC. 


1.3Sections and Headings


(a)The division of this Agreement into Articles and Sections and the insertion of
headings are for convenience of reference only and shall not affect the interpretation of this Agreement.  


(b) All uses of the words "hereto", "herein," "hereof," "hereby" and
"hereunder" and
similar expressions refer to this Agreement and not to any particular Section or portion of it. 


(c)References to an "Article", "Section" or "Schedule" are references to an Article
or Section of or a Schedule to this Agreement unless otherwise indicated.





1.4Applicable Law


(a)This Agreement shall be governed by, and interpreted and enforced in accordance
with, the laws of the State of New York and the federal laws of the United States applicable therein, without giving
effect to the principles of conflicts of law thereof except as set forth in Section 5-1401 of the New York General Obligations Law. 


(b) EACH  PARTY  HEREBY  WAIVES,  TO  THE  FULLEST  EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY;
AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 1.4(b) WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.   Each party
(i) certifies that no representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek to enforce the
foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to
enter into this agreement by, among other things, the mutual waivers and certifications in this
Section 1.4(b). 





1.5Consent to Jurisdiction

Each of Debtor and Secured Party (a) hereby irrevocably submits to the jurisdiction of the
United States District Court for the Southern District of New York for the purposes of any suit,
action or proceeding arising out of or relating to this Agreement and to the extent that such 


                                                        4







United States district court lacks jurisdiction despite the consent herein, to the jurisdiction of the courts of the State of
New York sitting in New York County and the appellate courts therefrom, and (b) hereby waives, and agrees not to assert in any such suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in
an inconvenient forum or that the venue of the suit, action or proceeding is improper.  Each of Debtor and Secured Party consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing in this Section 1.5
shall affect or limit any right to serve process in any other manner permitted by law. 


1.6Severability


If any provision of this Agreement is held to be illegal or invalid, the remaining provisions hereof shall nevertheless be
given full force and effect, and all the provisions hereof are hereby declared to be separate, severable and distinct. 



             ARTICLE 2 

   SECURITY INTEREST 


2.1Grant of Security Interest

As general and continuing collateral security for the due payment and performance of the Obligations, Debtor hereby
pledges, mortgages, charges and assigns (by way of security) to Secured Party, and grants to Secured Party, a security interest in the
Collateral (collectively, the "Security Interest"). 


2.2Attachment

Debtor and Secured Party acknowledge and agree that value has been given for the
granting of the Security Interest and that they have not agreed to postpone the time for
attachment.   The security interest in the portion of the Collateral, as previously granted by
Debtor pursuant to the Original Security Agreement, was attached and perfected, and this
Agreement is being entered into not to reflect a new obligation with respect to such existing
Collateral but to reflect the changes from the Original Security Agreement and the grant of
Additional Collateral and removal of a portion of the Collateral (as such term was defined in the
Original Security Agreement). 


2.3Conditional Assignment of Title of Certain Patents


(a)Debtor hereby grants, bargains, sells, assigns and transfers to Secured Party the
Patents listed in Schedule 2.3 (collectively, the "Supplementary European Patents") such that title thereto
and ownership therein shall, effective upon the occurrence of (i) a Major Default or (ii) subject to Section 2.3(b), a Minor Default, belong to
and be vested in Secured Party. 


(b) If a Minor Default occurs, the grant, bargain, sale, assignment and transfer
contemplated in Section 2.3(a) shall not occur unless or until Secured Party has first sought
recourse under Section 5.1(a) and any remedy obtained under such recourse has not satisfied the 




                                                        5






Obligations of Debtor or any judgement obtained pursuant to such recourse remains unsatisfied
by Debtor for more than 15 Business Days after the rendering of such judgement (without the
necessity of appeal from such judgement) (such 15th Business Day, the "Assignment
Date"). 


(c) Nothing contained in this Section 2.3 shall be construed to afford Secured Party
any recourse to the Supplementary European Patents prior to (i) the occurrence of a Major
Default or (ii) the Assignment Date, as applicable. 






         ARTICLE 3 

   REPRESENTATIONS AND WARRANTIES OF DEBTOR 


3.1Representations and Warranties

Debtor represents and warrants to Secured Party as follows and acknowledges that Secured Party is relying on such
representations and warranties in connection with its entering into the A&R Purchase Agreement and the other transactions
contemplated therein: 


(a) "NPS Pharmaceuticals, Inc." is the only business name used by Debtor and has
been the only business name used by Debtor for at least 12 months prior to the date hereof; 


(b)the jurisdiction in which Debtor is located for purposes of Sections 9-301 and 9-307 of the UCC is the State of Delaware;



(c)except as set forth in Schedule 3.1(c), the Collateral has not been abandoned or
adjudged invalid or unenforceable, in whole or in part;


(d) other than the Assignment and the "Security Interest" granted by Debtor under the
Original Security Agreement, Debtor has not made a previous assignment, sale, transfer or
agreement constituting a present or future assignment, sale or transfer of all or any portion of its right, title and interest in and to any
Collateral for purposes of granting a security interest or as collateral that has not been terminated or released; 


(e) copies of all UCC-1 financing statements filed by the Secured Party in the office
of the Secretary of State of the State of Delaware to perfect the Security Interest (collectively, the
"Financing Statements") are attached as Appendix 3.1(e).  Debtor hereby approves, ratifies and confirms any such Financing
Statement filed by Secured Party prior to the execution and delivery of this Agreement, and Debtor waives any right to claim that any such
prior filing was not in compliance with the UCC or not pursuant to a prior authenticated record; 


(f) copies of all notices of security interest incorporating by reference the terms of
this Agreement, together with all appropriate cover sheets and other necessary documentation,
required to be filed with any patent or trademark offices in the United States of America in order to record this Agreement are attached as
Schedule 3.1(f). 


(g) all necessary documentation required to be filed with any patent or trademark
office in the United Kingdom, France, Germany, Spain, Italy, The Netherlands, Austria and
Greece in order to record this Agreement has been filed (the filings referred to in Section 3.1(f) and this Section 3.1(g) collectively, the
"IP Office Filings"); 




                                                        6






(h)upon the filing of the Financing Statements with the appropriate agencies under
the UCC, the Security Interest will constitute a perfected first priority security interest in the Collateral described on
such financing statements in favour of Secured Party to the extent that a security interest therein may be perfected by filing in Delaware
pursuant to the relevant UCC, prior to all other Encumbrances; 


(i)except as have been obtained or made and are in full force and effect, no
authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either:


(i)for the grant by Debtor of the Security Interest; or


(ii)for the perfection or maintenance of the Security Interest hereunder,
   including the first priority nature of such security interest (except with
   respect to the Financing Statements and the IP Office Filings) or the
   exercise by Secured Party of its rights and remedies hereunder;




(j)Debtor is the exclusive owner of the entire right, title, and interest in and to the
   Collateral, free and clear of any Encumbrances except as contemplated herein and in the A&R
   Purchase Agreement in favour of Secured Party; and


(k)the representations and warranties of set forth in Sections 4.1, 4.2, 4.5, 4.6, 4.7(a),
   4.7(b),4.7(d),5.1 and5.2 of the A&R Purchase Agreement are hereby repeated in this
Agreement.  The representations and warranties set forth in this Section 3.1(k) shall survive for the Term and shall
expire thereafter. 




3.2Survival

The representations and warranties of Debtor contained in this Agreement shall survive for so long as any of the
Obligations shall remain unpaid or unperformed, as applicable, and, notwithstanding any investigation made by or on behalf of Secured Party,
shall continue in full force and effect for the benefit of Secured Party during such period. 




   ARTICLE 4 

   COVENANTS OF DEBTOR 


4.1Change of Name or Jurisdiction


Debtor shall not change its name as set out in Section 3.1(a), add any new business name
or change its jurisdiction as set out in Section 3.1(b), or move the location of Debtor's principal
place of business or the location of the books and records related to the Collateral, in each case
without providing at least thirty days' prior written notice to Secured Party of such change or addition. 


 

 


                                                        7







4.2Creating and Preserving the Security Interest


(a)As soon as possible following the execution and delivery of this Agreement and,
 in any case, within 60 days from the date hereof, Debtor will cause the IP Office Filings to be filed with the appropriate
Governmental Authorities in the jurisdictions specified therein. 


(b) Debtor shall, from time to time at the request of Secured Party acting reasonably,
make and do all such acts and things and execute and deliver all such instruments, agreements,
financing statements and documents as Secured Party reasonably requests by notice in writing
given to Debtor in order to create, preserve, perfect, validate or otherwise protect (including with
respect to priority) the Security Interest, to enable Secured Party to exercise and enforce its rights
and remedies hereunder and generally to carry out the provisions and purposes of this
Agreement. 




4.3Verification of Collateral


Subject to the intangible nature of the Collateral, Secured Party shall have the right one
time per year to verify the existence and state of the Collateral in any reasonable manner that
Secured Party may consider appropriate, and Debtor agrees to furnish all reasonable assistance
and information and to perform all such reasonable acts as Secured Party may reasonably request
in connection therewith and for such purpose to grant to Secured Party or its agents reasonable
access to all places where Collateral may be located and to all premises occupied by Debtor;
provided, however, that nothing in this Section 4.3 shall limit Secured Party's ability to access
any public records relating to the Collateral maintained by any patent or trademark office or
other Governmental Authority. 


4.4Preservation of Collateral



Except in connection with licenses granted in jurisdictions not included in Schedule
6.1(a) of the A&R Purchase Agreement or to the extent licenses or transfers are otherwise
permitted pursuant to the A&R Purchase Agreement (including licenses or transfers to which
Secured Party has consented), Debtor shall not transfer or convey any interest in the Collateral or
suffer, permit or cause any Encumbrances thereon.  Without limiting the foregoing, in the event
Debtor makes such a transfer or conveyance, Debtor shall take any and all actions, at Debtor's
expense, to ensure that Secured Party's Security Interest is and remains perfected.   Subject to
Section 7.6 of the A&R Purchase Agreement and 7.3(c) of this Agreement in the event of a
Revocation and subject to Section 6.1(b) of the A&R Purchase Agreement, Debtor agrees to take
all steps in any proceeding before the applicable patent or trademark Governmental Authority or
any other Governmental Authority in each case in any jurisdiction in which Debtor intends to
commercialize the Product to maintain each application and registration of the Patents and
subject to the next two sentences, the NPS Trademarks, and to maintain the accuracy and
effectiveness of the filings, registrations or recordings with respect to the Collateral in favour of
Secured Party, in such capacity.  NPS's obligation to maintain the PREOTACT trademarks shall
be limited to the following countries: all the countries of the European Union, European
countries outside of the European Union, the Commonwealth of Independent States (formerly
the USSR) and Turkey.   In the event that the Consent (as defined in the A&R Purchase
Agreement) becomes irrevocable in accordance with the A&R Purchase Agreement, NPS shall 



                                                        8







no longer have any obligation to maintain the PREOTACT trademarks in any of the countries set forth in the previous
sentence.  Secured Party may from time to time, at its option, perform the acts specified in this Section 4.4 which Debtor fails to perform after
being requested by Secured Party in writing to so perform (it being understood that no such request need be given after the occurrence and
during the continuance of an Event of Default).  Secured Party may from time to time take any other action which it deems necessary for the
maintenance, preservation or protection of any of the Collateral. 


4.5Registration of Security; Acknowledgement of Existing Filings.


(a)Debtor shall undertake all such acts, execute all such documents and do all such
things as Secured Party may request in order for this Agreement and the rights granted to Secured Party by this
Agreement to be recorded with the patent and trademark offices or appropriate Governmental Authority office of any relevant jurisdiction,
including the European Patent Office and the United States Patent and Trademark Office. 


(b) Each party hereto hereby acknowledges that in connection with the Original
Purchase Agreement, the parties have previously entered into certain agreements and made
certain registrations and filings to perfect the security interest granted to Secured Party and
record the conditional assignment agreements executed in connection therewith (copies of which
are attached hereto as Exhibit A; collectively, the "Patent Filings").  As of the date hereof, each
party hereby acknowledges and agrees that (i) the Patent Filings shall be and remain in full force
and effect, and shall, to the extent they expressly or implicitly so purport, except to the extent as
would not either individually or in the aggregate have a Material Adverse Effect (as such term is
defined in the A&R Purchase Agreement), constitute the legal, valid, binding and enforceable
obligations of the parties thereto in accordance with their terms (ii) such Patent Filings shall only
be enforced in accordance with the circumstances specified in this Agreement and the A&R
Purchase Agreement, and (iii) no further filing, registration or amendment is necessary to perfect
the  interest  and  rights  granted  under  the  Patent  Filings.    The  execution,  delivery  and
effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of
the Parties under the Patent Filings. 






                                                   ARTICLE 5 

   DEFAULT AND SECURED PARTY'S REMEDIES 


5.1Remedies Upon Default

Subject to Sections 5.2, 5.3, 5.5 and 5.6, upon the occurrence of any Event of Default and at any time during the
continuance thereof, without any further notice or any other action on the part of Secured Party except as provided in the UCC or expressly
set forth in this Agreement, Secured Party may avail itself of all of its rights and remedies as a secured party under the UCC and, in addition
to and without limiting such rights and remedies, shall be entitled to avail itself of the following remedies: 


(a)commence legal action to enforce payment or performance of the Obligations;


(b)dispose of the Collateral by private or public sale, lease, licence or otherwise upon
  such terms and conditions as Secured Party may determine in accordance with applicable law 





                                                        9






and whether or not Secured Party has taken possession of the Collateral; provided, however that Secured Party shall
give Debtor at least 30 days prior written notice of such disposal event; 


(c) file such proofs of claim or other documents as may be necessary or desirable to
have  its  claim  lodged  in  any  bankruptcy,  winding-up,  liquidation,  dissolution  or  other
proceedings (voluntary or otherwise) relating to Debtor; and 


(d) take any other action, suit, remedy or proceeding authorized or permitted by this
Agreement, the A&R Purchase Agreement, the UCC or by law or equity, including pursuant to
the authority granted in any power of attorney granted hereunder or otherwise pursuant to this Agreement or any other Transaction Document. 




5.2 ;Delayed Realization for Minor Defaults 


Notwithstanding Section 5.1, if the Event of Default is a Minor Default, Secured Party
shall not be entitled to avail itself of its remedy under Section 5.1(b) or any other similar remedy
under the UCC permitting Secured Party to take possession of or realize on Collateral, unless and
until it has first sought recourse under Section 5.1(a) and any remedy obtained under such
recourse has not satisfied the Obligations of Debtor or any judgement obtained pursuant to such
recourse remains unsatisfied by Debtor for more than 15 Business Days after the rendering of
such judgement (without the necessity of appeal from such judgement).  Nothing in this Section
5.2 or in any judgement shall diminish or extinguish the rights of Secured Party as a secured creditor.   For the
avoidance of doubt, this Section 5.2 shall not apply in respect of an Event of Default that is a Major Default. 


5.3Standstill


Notwithstanding Sections 5.1 and 5.2, if an Event of Default is the result of a breach of a
representation and warranty attributable to Debtor, then Secured Party shall not take any action
under Section 5.1 or 5.2 for a period of 60 days commencing on the date that notice of such
breach is provided to Debtor.   During such 60-day period, Secured Party will enter into good-faith
negotiations with Debtor in an effort to determine whether any remedy other than
enforcement of the security interest granted to Secured Party hereunder can be agreed upon. 


5.4Limitations



Upon the occurrence of any Event of Default and during the continuance thereof, Section
5.1 shall be inapplicable with respect to the NPS Know-How.  In lieu of such rights, solely to the
extent that Secured Party or a third party obtains title to the Collateral by the exercising of
Secured Party of its rights hereunder, Debtor hereby grants, effective upon the occurrence of any
Event of Default, without any further action during the continuance of such Event of Default, or
if such Collateral has been disposed of, indefinitely, the non-exclusive right and license under the
NPS Know-How to manufacture, market, sell, offer to sell, use, import and distribute, with right to sublicense, the Product. 



                                                        10







5.5Rights and Remedies are Not Mutually Exclusive


To the fullest extent permitted by law, Secured Party's rights and remedies, whether provided for in this Agreement or
otherwise, are not mutually exclusive, are cumulative and not alternative, and may be exercised independently or in any combination. 


5.6No Obligation to Enforce


Secured Party shall not be under any obligation to, or liable or accountable for any failure
to, enforce payment or performance of the Obligations or to seize, realize, take possession of or
dispose of the Collateral and shall not be under any obligation to institute proceedings for any
such purpose. 


5.7Cost of Enforcement


Debtor shall, upon demand, reimburse Secured Party for all reasonable costs and
expenses incurred by Secured Party in the enforcement of any rights hereunder (including
reasonable fees and expenses of counsel where Secured Party prevails) and all such costs shall
form part of the Obligations.   Additionally, Debtor shall promptly pay directly or reimburse
Secured Party for costs, expenses and fees (including attorneys' fees) payable for analysis and
diligence relating to the transfers and restructuring described in the recitals to this Agreement as
well as the preparation and/or review of all required consent and assignment and assumption
agreements, other than the preparation of this Agreement and the preparation and filing of the Financing Statements. 


5.8Debtor Power of Attorney


Debtor hereby irrevocably constitutes and designates Secured Party as and for Debtor's attorney in fact: 


(a) to  exercise,  upon  the  occurrence  of  an  Event  of  Default  and  during  the
continuance thereof, any of the transactions and rights exercisable and powers referenced in this
Article 5; and 


(b) to execute, upon the occurrence of an Event of Default and during the continuance
thereof, all and any such instruments, documents and papers as Secured Party determines to be
appropriate in connection with the exercise of such rights and remedies and to cause the sale, license, assignment, transfer or other
disposition of the Collateral, including all filings, recordings or registrations with the applicable government offices required or appropriate to
effect such dispositions of Collateral. 




The within grant of a power of attorney, being coupled with an interest, shall be irrevocable until this Agreement is
terminated. 


                                                        11








                                         ARTICLE 6 

   ACKNOWLEDGEMENT BY DEBTOR 


6.1Acknowledgements


Debtor:


(a)acknowledges receipt of a true copy of this Agreement;


(b)acknowledges receipt of a copy of all of the Financing Statements;


(c)acknowledges and agrees that, upon notice to Debtor, this Agreement may be
assigned by Secured Party to any Person as permitted by Section 7.4 and, in such event, such Person shall be
entitled to all of the rights and remedies of Secured Party as set forth in this Agreement or otherwise and Secured Party shall be released and
discharged from its further obligations hereunder upon the assumption of same by the assignee; 


(d) acknowledges and agrees that in connection with the exercise of Secured Party's
rights and remedies hereunder, any use by Secured Party of the Collateral shall be coextensive
with Debtor's rights therein and with respect thereto and without any liability for royalties or other related charges from Secured Party to
Debtor; 


(e) authorizes  and  requests  that  each  appropriate  patent,  trademark  or  other
Governmental Authority requested by Secured Party record this Agreement, including any
amendments hereto, or copies hereof; provided that this provision shall not preclude the filing by Debtor of the IP Office Filings; and 


(f) without in any way limiting any other indemnity provisions contained herein or in
the Transaction Documents, Debtor hereby indemnifies and holds Secured Party harmless from
and against any claim, suit, loss, damage or expense (including reasonable legal fees) (each, a "Claim") arising out of any alleged
defect in any Product, including any such Claim due to purported infringement of the Collateral or any portion thereof upon the intellectual
property rights or other rights of any other Person or entity; provided that Debtor shall not be liable to Secured Party for the payment of any
portion of such claim, suit, loss, damage or expense to the extent resulting solely from Secured Party's acts or omissions. 





                                                        12







                                     ARTICLE 7 

                         MISCELLANEOUS 


7.1Notice


(a)Any notice, demand, direction or other instrument required or permitted to be

given hereunder or under the UCC shall be in writing and shall be given in the manner specified in Section 11.3 of the
A&R Purchase Agreement and addressed as follows: 



(i)if to Debtor:


NPS Pharmaceuticals Inc. 

   550 Hills Drive, 3rd Floor 

   Bedminster, New Jersey 07921 

United States of America 

Attention of:  General Counsel 

   Fax No.:(908) 450-5344

   E-mail:estratemeier@npsp.com


with a copy (which shall not constitute notice) to:
Morgan Lewis and Bockius LLP 

   502 Carnegie Center 


Princeton, New Jersey 08540-6241 

Attention of:   Randall B. Sunberg 

   Fax No.:(609) 919-6701

   E-Mail:rsunberg@morganlewis.com




(ii)if to Secured Party:

Drug Royalty L.P. 3. 

   c/o DRI Capital Inc. 

   22 St. Clair Avenue East 

Suite 200 

   Toronto ON M4T 2S5 

   Attention of:  Behzad Khosrowshahi 

   Fax No.:(416) 863-5161

   E-mail:DRINotices@dricapital.com



with a copy to:

   Attention of:   Gary Margolis

   Fax No.:(416) 863-5161

   E-Mail:gm@dricapital.com






                                                        13






with a copy (which shall not constitute notice) to:
King & Spalding LLP 

   601 S. California Ave. 

Palo Alto, CA 94304 

   Attention of:  Emma Maconick 

   Fax No.:(650) 422 6800

   E-mail:emaconick@kslaw.com






(b) Either party may change its address for service from time to time by notice given in accordance with the foregoing.




7.2Waiver


(a)Secured Party may waive, in whole or in part, any breach by Debtor of any of the
 provisions of this Agreement, any default by Debtor in the payment or performance of any of the Obligations or any of
its rights and remedies, whether provided for herein or otherwise, provided that no such waiver shall be effective unless given by Secured
Party to Debtor in writing. 


(b) No waiver given in accordance with Section 7.2(a) shall be a waiver of any other
or subsequent breach by Debtor of any of the provisions of this Agreement, of any other or
subsequent default by Debtor in the payment or performance of any of the Obligations or any of the rights and remedies of Secured Party,
whether provided for herein or otherwise. 


(c) Secured Party may, at any time, grant extensions of time or other indulgences to,
or accept compositions from or grant releases and discharges to, Debtor in respect of the
Collateral or otherwise deal with Debtor or with the Collateral and other security held by Secured Party, all as Secured Party may see fit, and
Debtor agrees that any such act or any failure by Secured Party to exercise any of its rights or remedies, whether provided for herein or
otherwise, shall in no way affect or impair the Security Interest or the rights and remedies of Secured Party, whether provided for in this
Agreement or otherwise. 





7.3Termination


(a)This Agreement may be terminated by written agreement made between Secured
Party and Debtor.


(b) Upon indefeasible payment and performance of the Obligations, this Agreement
shall terminate and all rights in the Collateral shall revert to Debtor. 


(c) Upon a Revocation, the Secured Party's security interest with respect to (i) the
NPS Patents in the United States and Japan, (ii) any NPS Know-How that is applicable only to
the United States or Japan, and (iii) the NPS Trademarks in the United States and Japan shall
terminate (the Collateral described in clause (i), (ii) and (iii) is collectively referred to as the
"New Collateral").  It is acknowledged and agreed by all parties hereto that upon a Revocation,
the liens and security interests granted to the Secured Party in all Collateral (other than the New
Collateral) shall remain in full force and effect and shall continue to secure the Obligations
without interruption, and that the Revocation shall not be deemed a novation of the rights and
obligations contained herein. 




                                                        14






(d)Upon termination of this Agreement in accordance with this Section 7.3 or upon a
 Revocation with respect to the Additional Collateral, Secured Party shall, at the request and expense of Debtor, make
and do all such acts and things and execute and deliver all such financing statements, instruments, agreements and documents as Debtor
considers reasonably necessary or desirable to discharge the Security Interest, to release and discharge the Collateral (or upon a
Revocation, with respect to the Additional Collateral) therefrom and to record such release and discharge in all appropriate offices of public
record. 




7.4Assignment


This Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of Secured Party and Debtor.  This Agreement may not be assigned in
whole or in part by either party without the prior written consent of the other party; provided,
however, that Secured Party may assign this Agreement in whole or in part without the prior
written consent of Debtor: (i) by way of security to a financial institution or other lender, (ii) to
any Person that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, Secured Party, (iii) to a special purpose vehicle
created to be bankruptcy remote or for financing purposes or (iv) as part of a sale of a material
part of Secured Party, in any case whether by way of reorganization or otherwise, and Secured
Party shall give prompt notice of any such assignment to Debtor within 10 Business Days after
the occurrence thereof; provided, however, that Debtor may assign this Agreement in whole or in
part without the prior written consent of Secured Party in connection with an assignment of the
NPS Patents to Affiliates of NPS in accordance with Section 6.1(a) of the A&R Purchase
Agreement; provided, further, that Debtor shall give prompt notice of any such assignment to
Secured Party within 10 Business Days after the occurrence thereof. For clarity, the obligations
provided in this Section 7.4 are in addition to any obligations of Debtor pursuant to Section 4.4. 


7.5Further Assurances

From time to time, as and when requested by any party, each party shall execute and deliver, or cause to be
executed and delivered, all such documents, certificates and instruments, and shall take, or cause to be taken, all such further or other
actions, as such other party may deem reasonably necessary, desirable or appropriate to carry out, or otherwise give full effect to, the
provisions and intent of this Agreement. 


7.6 Execution in Counterparts and Facsimile Delivery 


This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered
one and the same agreement.  This Agreement may be delivered by either party by facsimile or by electronic delivery and, if so executed and
delivered, shall be legally valid and binding on the party executing in such manner. 



    [signature page follows] 


                                                        15


























                                        SCHEDULE 2.3 



                              SUPPLEMENTARY EUROPEAN PATENTS 


Note:  For purposes of this Schedule 2.3, where the granted patents have been registered in Switzerland, the
registration extends to Liechtenstein. 



"EXCRETION OF HETEROLOGOUS PROTEINS FROM E. COLI" 


	
Country
	

Filing Date

	

Serial No.

	

Issue Date

	

Patent No.

	
Expiry Date

	
Belgium
	
:   30 August'89
	

89308753.6

	

31 July'96

	

0 357 391

	
30 August '09

	
Sweden
	
:   30 August'89
	

89308753.6

	

31 July'96

	

0 357 391

	
30 August '09

	
Switzerland
	
30 August '89
	

89308753.6

	

31 July'96

	

0 357 391

	
30 August '09






   

   

   

   













"ESSENTIALLY PURE HUMAN PARATHYROID HORMONE" 


	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	
Patent No.
	
Expiry Date

	
Belgium
	
22 May '92
	
92304692.4
	
25 March '98
	
0 515 228
	
22 May'12

	
Denmark
	
22 May '92
	
92304692.4
	
25 March '98
	
0 515 228
	
22 May'12

	
Denmark (SPC)
	
20 Oct '06
	
CA200600028
	
25 March '08
	
CR200600028
	
22 May '17

	
Finland
	
22 May '92
	
922,356
	
12 April '01
	
106802
	
22 May'12

	
Ireland
	
1 July '92
	
921,672
	
28 May '04
	
83494
	
1 July'12

	
Luxembourg
	
22 May '92
	
92304692.4
	
25 March '98
	
0 515 228
	
22 May'12

	
Monaco
	
22 May '92
	
92304692.4
	
25 March '98
	
0 515 228
	
22 May'12

	
Norway
	
21 May '92
	
92304692.4
	
9 November '98
	
304,190
	
21 May'12

	
Norway (SPC)
	
24 Oct '06
	
2006013
	
7 Dec 2009
	
2006013
	
21 May'17

	
Portugal
	
22 May '92
	
92304692.4
	
25 March '98
	
0 515 228
	
22 May'12

	
Sweden
	
22 May '92
	
92304692.4
	
25 March '98
	
0 515 228
	
22 May'12

	
Switzerland
	
22 May '92
	
92304692.4
	
25 March '98
	
0 515 228
	
22 May'12





   

   










"PARATHYROID HORMONE FORMULATION"



	
Country
	
Filing Date
	
Serial No.
	
Issue Date
	

Publication No.

	
Expiry Date.

	
Belgium
	
16 December '94
	
95903732.6
	
03 October 2007
	
EP 735 896
	
16 December 2014

	
Denmark
	
16 December '94
	
95903732.6
	
03 October 2007
	
EP 735 896
	
16 December 2014

	
Ireland
	
16 December '94
	
95903732.6
	
03 October 2007
	
EP 735 896
	
16 December 2014

	
Liechtenstein
	
16 December '94
	
95903732.6
	
03 October 2007
	
EP 735 896
	
16 December 2014

	
Lithuania
	
16 December '94
	
95903732.6
	
03 October 2007
	
EP 735 896
	
16 December 2014

	
Luxembourg
	
16 December '94
	
95903732.6
	
03 October 2007
	
EP 735 896
	
16 December 2014

	
Monaco
	
16 December '94
	
95903732.6
	
03 October 2007
	
EP 735 896
	
16 December 2014

	
Portugal
	
16 December '94
	
95903732.6
	
03 October 2007
	
EP 735 896
	
16 December 2014

	
Sweden
	
16 December '94
	
95903732.6
	
03 October 2007
	
EP 735 896
	
16 December 2014

	
Switzerland
	
16 December '94
	
95903732.6
	
03 October 2007
	
EP 735 896
	
16 December 2014

	
Finland
	
16 December '94
	
962593
	
15 September 2009
	
120291
	
16 December 2014

	
Norway
	
16 December '94
	
P962634
	
27 December 2007
	
324905
	
16 December 2014





   

   









"PROTEIN FORMULATION (PTH) (MULTI-DOSE INJECTION)"


	
Country
	

Filing Date

	

Serial No.

	
Issue Date
	
Patent No.
	
Expiry Date

	
Albania
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Belgium
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Cyprus
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Denmark
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Finland
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Ireland
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Latvia
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Lithuania
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Luxembourg
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Macedonia
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Monaco
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Portugal
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Romania
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Slovenia
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Sweden
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19

	
Switzerland
	
26 April '99
	

99917715.7

	
18 August '04
	
1079803
	
26 April '19






   

   

   










"A COMBINED PHARMACEUTICAL PREPARATION COMPRISING 

PARATHYROID HORMONE AND A BONE RESORPTION INHIBITOR" 


	
Country
	
Filing Date
	

Serial No.

	
Issue Date
	
Patent No.
	
Expiry Date

	
Belgium
	
8 June '98
	

98929965.6

	
8 Sept'04
	
1001802
	
8 June '18

	
Belgium Div.
	
8 June '98
	

04017622.4

	
4 Nov '09
	
1473040
	
8 June '18

	
Cyprus
	
8 June '98
	

98929965.6

	
8 Sept'04
	
1001802
	
8 June '18

	
Cyprus Div
	
8 June '98
	

4017622.4

	
8 Sept'04
	
CY1110287
	
8 June '18

	
Denmark
	
8 June '98
	

98929965.6

	
8 Sept'04
	
1001802
	
8 June '18

	
Denmark Div.
	
8 June '98
	

04017622.4

	
4 Nov '09
	
1001802
	
8 June '18

	
Europe Div. **
	
8 June '98
	

04017622.4

	
4 Nov '09
	
1473040
	
8 June '18

	
Finland
	
8 June '98
	

98929965.6

	
8 Sept'04
	
1001802
	
8 June '18

	
Finland Div.
	
8 June '98
	

04017622.4

	
4 Nov '09
	
1473040
	
8 June '18

	
Ireland
	
8 June '98
	

98929965.6

	
8 Sept'04
	
1001802
	
8 June '18

	
Ireland Div.
	
8 June '98
	

04017622.4

	
4 Nov '09
	
1473040
	
8 June '18

	
Liechtenstein
	
8 June '98
	

98929965.6

	
8 Sept'04
	
1001802
	
8 June '18

	
Liechtenstein

Div
	
8 June '98
	

04017622.4

	
4 Nov. '09
	
1473040
	
8 June '18

	
Luxembourg
	
8 June '98
	

98929965.6

	
8 Sept'04
	
1001802
	
8 June '18

	
Luxembourg Div.
	
8 June '98
	

04017622.4

	
4 Nov '09
	
1473040
	
8 June '18

	
Monaco
	
8 June '98
	

98929965.6

	
8 Sept'04
	
1001802
	
8 June '18

	
Monaco Div.
	
8 June '98
	

04017622.4

	
4 Nov '09
	
1473040
	
8 June '18

	
Portugal
	
8 June '98
	

98929965.6

	
8 Sept'04
	
1001802
	
8 June '18

	
Portugal Div.
	
8 June '98
	

04017622.4

	
4 Nov '09
	
1473040
	
8 June '18

	
Sweden
	
8 June '98
	

98929965.6

	
8 Sept'04
	
1001802
	
8 June '18

	
Sweden Div.
	
8 June '98
	

04017622.4

	
4 Nov '09
	
1473040
	
8 June '18

	
Switzerland
	
8 June '98
	

98929965.6

	
8 Sept'04
	
1001802
	
8 June '18

	
Switzerland Div.
	
8 June '98
	

04017622.4

	
4 Nov. '09
	
1473040
	
8 June '18





** Designated contracting states: Belgium, Cyprus, Denmark, Finland, Ireland,
Liechtenstein, Luxembourg, Monaco, Portugal, Sweden, Switzerland. 





   











"METHOD OF ADMINISTERING THERAPEUTIC INJECTIONS" 


	

Country

	
Filing Date
	

Serial No.

	
Issue Date
	

Publication No.

	
Expiry Date

	

Europe*

	
18 October 2004
	

04795465.6

	
Pending
	
EP1687048A
	 




* Designated contracting states: Belgium, Bulgaria, Cyprus, Czech Republic, Denmark,
Estonia, Finland, Hungary, Ireland, Liechtenstein, Luxembourg, Monaco, Poland, Portugal, Romania, Slovenia, Slovakia, Sweden,
Switzerland, Turkey, with Albania, Croatia, Lithuania, Latvia and Macedonia as extension states. 





   

   

   

   











                    SPC SUMMARY 



	
Based on EP 0 515 228

	
Country
	
Application Number
	
Filing Date
	
Status
	
Expiry

	
Denmark
	
CA 2006 00028
	
20 Oct. 2006
	
Granted 25 March 2008
	
May 22, 2017

	
Norway
	
SPC/NO 2006 013
	
24 Oct. 2006
	
Granted 7 Dec. 2009
	
May 21, 2017

	 
	
Based on EP 1 079 803

	
Country
	
Application Number
	
Filing Date
	
Status
	
Expiry Date

	
Belgium
	
2006C/033
	
19 Oct. 2006
	
Granted Grant Date 5 June 2007
	
April 24, 2021

	
Cyprus
	
CY06/006
	
23 Oct. 2006
	
Granted Grant Date March 2007
	
April 23, 2021

	
Denmark 
	
CA 2006 00029  
	
20 Oct. 2006
	
Abandoned
	
  

	
Finland
	
L20060013
	
13 Oct. 2006
	
Granted

Grant Date 29 Aug 2011
	
April 24, 2021

	
Ireland
	
2006/032
	
17 Oct. 2006
	
Granted

Grant Date 23 May 2007
	
April 23, 2021

	
Latvia
	
C/LV2006/0009
	
17 Oct. 2006
	
Granted Grant Date 20 March 07
	
April 24, 2021

	
Lithuania
	
PA 2006 007
	
23 Oct. 2006
	
Granted

Grant No. C1079803 Grant Date 04 June 07
	
April 25, 2021

	
Luxembourg
	
91281
	
19 Oct. 2006
	
Granted

Grant No. 91291 Grant Date 19 Dec. 06
	
April 24, 2021

	
Portugal 
	
 240 
	
20 Oct. 2006
	
Granted
	
April 24, 2021

	
Romania
	
C/022
	
10 April 2007
	
Granted Grant Date Dec 30, 2011
	
24 April 2021

	
Slovenia
	
200640015
	
18 Oct. 2006
	
Granted

Grant Date 16 July 2009
	
23 April 2021

	
Sweden
	
0690029-4
	
24 Oct. 2006
	
Granted

Grant Date 5 Feb 2008
	
23 April 2021





   









                           SCHEDULE 3.1(C) 
 


                          COLLATERAL ABANDONED BY CONSENT 


European  patent  application  no.07019169.7, filed September 28, 2007, became abandoned with consent of the Secured Party on April 9, 2009.


   

   

   

   

   

   

   

   

   









                             APPENDIX 3.1(E) 



                           FINANCING STATEMENTS 

 



See attached.


   

   

   

   

   

   

   

   

   










   









EXHIBIT A TO UCC-1 FINANCING STATEMENT



	

DEBTOR:    

    

SECURED PARTY:    

	


NPS PHARMACEUTICALS, INC. 

    

DRUG ROYALTY L.P. 3





All right, title and interest in, to and under the NPS Technology and the NPS Trademarks, whether now owned or
hereinafter acquired, and includes Proceeds therefrom (whether now owned by or owing to, or hereafter acquired by or arising in favor of the
Debtor collectively, the "Collateral"):


The terms used herein shall have the respective meanings set out below, and grammatical variations of such terms
shall have corresponding meanings:


"Know-How" means information, results and data of any type whatsoever, in any tangible or intangible form whatsoever, including
without limitation, technical information, databases, practices, methods, techniques, specifications, formulations, formulae, knowledge, know-how,
skill, experience, test data including pharmacological, medicinal chemistry, biological, chemical, biochemical, toxicological and clinical
test data, analytical and quality control data, stability data, studies and procedures, and manufacturing process and development information,
results and data relating to the Product or the device used to deliver the Product.


"NPS Know-How" means (a) any non-public or confidential sections of any marketing authorization application relating to any
Product, and (b) any other non-public or confidential Know-How controlled by Debtor that is necessary or useful for the performance of pre-clinical or
clinical development, for the filing of marketing authorizations in the Territory, or the commercialization, marketing or manufacture of
a Product.


"NPS Patents" means the Patents controlled by Debtor that are necessary or useful for the development, commercialization or
manufacture of the Product in the Territory and as listed on Schedule 2 attached hereto and made a part hereof.




"NPS Technology" means the NPS Patents and the NPS Know-How.




"NPS Trademarks" means NATPARATM, PREOTACTTM and any other trademarks, trade dress, logos, slogans, and
designs, whether or not registered in the Territory, used to identify or promote the Product in the Territory including without limitations the
trademarks listed on Schedule 1.


"Proceeds" means the property in any form derived, directly or indirectly, from any dealing with the Collateral or other proceeds
(together with any reissue, continuation, continuation-in-part or extension of the patents) thereof; and includes any accounts, payment
intangibles or other general intangibles arising from any sale, transfer, license, lease or other dealing in any of the Collateral and any payment
or value representing indemnity or compensation for loss or damage to the Collateral or other proceeds, including insurance proceeds and
proceeds (as such term is defined in the UCC).









"Product" means recombinant human parathyroid hormone (rhPHT 1-84) as set forth in the BLA No. 125511 (and regardless of
the trademark under which it may be sold or distributed) as well as any invention, discovery or derivative or Know-How, whether or not
patentable related thereto, including other formulations or indications.




"Territory" means all countries and territories of the world other than Israel.




"UCC" means (i) the Uniform Commercial Code as in effect from time to time in the State of New York, (ii) with
respect to enforcement, the Uniform Commercial Code as in effect from time to time in any other state whose law is applicable with respect to
Secured Party's enforcement of its rights hereunder and (iii) insofar as any references to the UCC is used in the context of perfection, the
Uniform Commercial Code as in effect from time to time in the state that is the "location" of Debtor under the UCC, in each case including any
legislation that may be substituted therefor (as any such substituted legislation may be amended from time to time).


All capitalized terms referenced herein and not otherwise defined herein shall have the meanings assigned to such terms in that certain
Amended and Restated Agreement for the Sale and Assignment of Rights dated as of December        , 2013 by and among the Debtor in favor
of the Secured Party.



   

   

   

   

   









                       Schedule 1 
   

                            List of Trademarks



   

   

   

   

   

   














                       TRADEMARKS




	
Country
	


Mark


	
Filing Date
	
Serial No.
	

Issue Date

	
Trademark No.

	
U.S.
	
NATPARA
	
April 8,2011
	
85289949
	
September 18, 2012
	
4210947

	
U.S.
	
NATPARA (RHPTH [1-84]) FOR INJECTION & DESIGN
	
September 20, 2013
	
86071034
	 	 
	
U.S.
	
PREOTACT
	
August 19, 2005
	
78696654
	
October 13, 2009
	
3697151

	
U.S.
	
PREOTACT PARATHYROID HORMONE (RDNA ORIGIN) FOR INJECTION
	
October 5, 2005
	
78726924
	
September 22, 2009
	
3687544

	
U.S.
	
PREOTACT
	
August 26, 2011
	
85408727
	 	 



   

   









                       Schedule 2 
   

                            List of NPS Patents




   

   

   

   

   

   









                       PATENTS





	
Country

	
Filing Date
	
Serial No.
	

Issue Date

	

Patent No.

	
Expiry Date

	
U.S.
	
23 May '91
	
07/707114
	
4 May '93
	
5,208,041
	
23 May'11

	
U.S.
	
23 Dec '93
	
08/172,206
	
5 March '96
	
5,496,801
	
23 Dec'13

	
U.S.
	
14 Aug '98
	
09/125,247
	
4 Sep '01
	
6,284,730
	
8 June '18

	
U.S. Div Con
	
18 March'03
	
10/389,797
	
28 March '06
	
7,018,982
	
8 June '18

	
U.S.Div Con 2
	
19 Dec'05
	
11/305,339
	
24 March '09
	
7,507,715
	
8 June '18

	
U.S.Div
	
9 Jan '09
	
12/351,558
	
6 July'10
	
7,749,543
	
8 June'18

	
U.S.Div
	
23 June '10
	
12/822,089
	
10 April '12
	
8,153,588
	
8 June'18

	
U.S.Div
	
24 Feb'12
	
13/405,093
	 	
(2012/0148684)
	 
	
U.S.
	
15 Oct. '04
	
10/966,364
	
4 May '10
	
7,708,732
	
11 May'27




   

   









SCHEDULE 3.1(F)

UNITED STATES IP OFFICE FILINGS


See attached.


   

   

   

   

   

   












   











   









PATENT SECURITY AGREEMENT

 



THIS PATENT SECURITY AGREEMENT is made as of December 20, 2013,


 


BETWEEN:


NPS PHARMACEUTICALS, INC.,

 a corporation existing under the laws of the State of Delaware

(collectively with its successors and permitted assigns, "Debtor"),


- and -








DRUG ROYALTY L.P. 3,

   a Cayman Islands limited partnership

(collectively with its successors and permitted assigns, "Secured Party").







WHEREAS Secured Party and Debtor have entered into an Amended and Restated Security Agreement dated as
of December 20, 2013 (as such agreement may be amended, modified, supplemented or restated from time to time, the "Security
Agreement"); and

WHEREAS pursuant to the Security Agreement, Debtor has granted to Secured Party a security interest in, among
other assets, certain intellectual property of Debtor, and Debtor has agreed to execute this Patent Security Agreement for recording with the
United States Patent and Trademark Office;


NOW THEREFORE in consideration of the respective covenants, promises and agreements of the parties herein
contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties),
the parties agree as follows:





	 Grant of Security Interest

As general and continuing collateral security for the due payment and performance of the Obligations (as
such term is defined in the Security Agreement), Debtor hereby pledges, mortgages, charges and assigns (by way of security) to Secured
Party, and grants to Secured Party, a security interest in, the patents described in Schedule A hereto (as such Schedule may be
amended from time to time) and all reissues, divisions, continuations, continuations-in-part, extensions, renewals and re-examinations thereof
(collectively, the "Patents").





                                                        -2-








	Recordation

Debtor authorizes and requests that the United States Patent and Trademark Office record this Patent
Security Agreement.


	Paramountry of Security Agreement

This Patent Security Agreement is being entered into in accordance with the terms of the Security
Agreement. Debtor hereby acknowledges and affirms that the rights and remedies of Secured Party with respect to the security interest in the
Patents made and granted hereby are more fully specified in the Security Agreement, the terms and provisions of which are incorporated by
reference herein. In the event of a conflict between any provision of this Patent Security Agreement and any provision of the Security
Agreement, the provision of the Security Agreement shall control.


	Termination

This Patent Security Agreement shall terminate and all rights in the Patents shall revert to Debtor upon the
termination of the Security Agreement, including termination of the Security Agreement in part, with respect to the Additional Collateral (as
such term is defined in the Security Agreement), in accordance with the terms thereof.


	Successors and Assigns

This Patent Security Agreement shall inure to the benefit of and shall be binding on and enforceable by and
against the parties hereto and their respective successors and permitted assigns under the Security Agreement.


	Applicable Law

This Patent Security Agreement shall be governed by, and interpreted and enforced in accordance with, the
laws of the State of New York and the federal laws of the United States applicable therein, without giving effect to the principles of conflicts of
law thereof except as set forth in Section 5-1401 of the New York General Obligations Law.


	Execution in Counterparts and Facsimile Delivery

This Patent Security Agreement may be executed in one or more counterparts, all of which when taken
together constitute one and the same agreement.


[Signature Page Follows]































SCHEDULE A

PATENTS



	

Country

	
Filing Date
	
Serial No.
	

Issue Date

	

Patent No.

	
Expiry Date

	
U.S.
	
23 May '91
	
07/707114
	
4 May '93
	
5,208,041
	
23 May'11

	
U.S.
	
23 Dec '93
	
08/172,206
	
5 March '96
	
5,496,801
	
23 Dec'13

	
U.S.
	
14 Aug '98
	
09/125,247
	
4 Sep '01
	
6,284,730
	
8 June'18

	
U.S. Div Con
	
18 March'03
	
10/389,797
	
28 March '06
	
7,018,982
	
8 June'18

	
U.S.Div Con 2
	
19 Dec'05
	
11/305,339
	
24 March '09
	
7,507,715
	
8 June'18

	
U.S.Div
	
9 Jan '09
	
12/351,558
	
6 July'10
	
7,749,543
	
8 June '18

	
U.S.Div
	
23 June'10
	
12/822,089
	
10 April '12
	
8,153,588
	
8 June'18

	
U.S.Div
	
24 Feb'12
	
13/405,093
	 	
(2012/0148684)
	 
	
U.S.
	
15 Oct. '04
	
10/966,364
	
4 May '10
	
7,708,732
	
11 May'27





   

   

   











   










                             TRADEMARK SECURITY AGREEMENT






THIS TRADEMARK SECURITY AGREEMENT is made as of December 20,



BETWEEN:


NPS PHARMACEUTICALS, INC.,

a corporation existing under the laws of the State of Delaware


(collectively with its successors and permitted assigns, "Debtor"),


- and -





DRUG ROYALTY L.P. 3,

     a Cayman Islands limited partnership

(collectively with its successors and permitted assigns, "Secured Party").







WHEREAS Secured Party and Debtor have entered into an Amended and Restated Security Agreement dated as
of December 20, 2013 (as such agreement may be amended, modified, supplemented or restated from time to time, the "Security
Agreement"); and

WHEREAS pursuant to the Security Agreement, Debtor has granted to Secured Party a security interest in, among
other assets, certain intellectual property of Debtor, and Debtor has agreed to execute this Trademark Security Agreement for recording with
the United States Patent and Trademark Office;

NOW THEREFORE in consideration of the respective covenants, promises and agreements of the parties herein
contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties),
the parties agree as follows:




	Grant of Security Interest

As general and continuing collateral security for the due payment and performance of the Obligations (as
such term is defined in the Security Agreement), Debtor hereby pledges, mortgages, charges and assigns (by way of security) to Secured
Party, and grants to Secured Party, a security interest in, the trademarks described in Schedule A hereto (as such Schedule may be
amended from time to time) (collectively, the "Trademarks").



                                                        -2-









	Recordation

Debtor authorizes and requests that the United States Patent and Trademark Office record this Trademark Security
Agreement.


	Paramountcy of Security Agreement

This Trademark Security Agreement is being entered into in accordance with the terms of the Security
Agreement. Debtor hereby acknowledges and affirms that the rights and remedies of Secured Party with respect to the security interest in the
Trademarks made and granted hereby are more fully specified in the Security Agreement, the terms and provisions of which are incorporated
by reference herein. In the event of a conflict between any provision of this Trademark Security Agreement and any provision of the Security
Agreement, the provision of the Security Agreement shall control.


	Termination

This Trademark Security Agreement shall terminate and all rights in the Trademarks shall revert to Debtor
upon the termination of the Security Agreement, including termination of the Security Agreement in part, with respect to the Additional
Collateral (as such term is defined in the Security Agreement), in accordance with the terms thereof.


	Successors and Assigns

This Trademark Security Agreement shall inure to the benefit of and shall be binding on and enforceable by and
against the parties hereto and their respective successors and permitted assigns under the Security Agreement.


	Applicable Law

This Trademark Security Agreement shall be governed by, and interpreted and enforced in accordance with,
the laws of the State of New York and the federal laws of the United States applicable therein, without giving effect to the principles of conflicts
of law thereof except as set forth in Section 5-1401 of the New York General Obligations Law.


	Execution in Counterparts and Facsimile Delivery

This Trademark Security Agreement may be executed in one or more counterparts, all of which when taken
together constitute one and the same agreement.


[Signature Page Follows]

































SCHEDULE A

TRADEMARKS





	
Country
	Mark


	
Filing Date
	
Serial No.
	Issue Date

	
Trademark No.

	
U.S.
	
NATPARA
	
April 8,2011
	
85289949
	
September 18, 2012
	
4210947

	
U.S.
	
NATPARA (RHPTH [1-84]) FOR INJECTION & DESIGN
	
September 20,2013
	
86071034
	 	 
	
U.S.
	
PREOTACT
	
August 19, 2005
	
78696654
	
October 13, 2009
	
3697151

	
U.S.
	
PREOTACT PARATHYROID HORMONE (RDNA ORIGIN) FOR INJECTION
	
October 5, 2005
	
78726924
	
September 22, 2009
	
3687544

	
U.S.
	
PREOTACT
	
August 26, 2011
	
85408727
	 	 



   

   

   













                      EXHIBIT A

PATENT FILINGS


   

See attached.



   

   

   










                   UNDERTAKMG




To:     Drug Royalty L.P. 3 (the "Purchaser")

Reference is made to the agreement for sale and assignment of rights made as of
the day of July, 2007 between the undersigned, NPS Pharmaceuticals, Inc. and the
Purchaser (the "Purchase Agreement"). Capitalized terms used and not otherwise defined herein have the meaning
specified in the Purchase Agreement.


The undersigned herehy undertakes to, within 15 days of Closing, execute and deliver to the Purchaser or the
Purchaser's counsel: (a) a mortgage of the Patents to be registered in Spain; (b) a pledge of the Patents to be registered in Austria, in each
case on terms and conditions at least as good as the terms and conditions of the draft Spanish mortgage and draft Austrian pledge annexed to
this undertaking as Exhibits 1 and 2, and in each case in a form and language suitable for registration in the relevant country, and (c)
any documents or instruments as the Purchaser is advised by its counsel as are necessary to be executed by it in order to effect the
registration of the final forms of the Spanish mortgage and the Austrian pledge in the appropriate public registries in the relevant
country.



DATED as of the 16th day of July, 2007.


NPS ALLELIX CORP.



 by /s/ Val R. Antczak    

           Name:  Val R. Antczak    

           Title: Vice President and Secretary  


I have authority to bind the Corporation

















                                       CONDITIONAL ASSIGNMENT AGREEMENT



BETWEEN



	NPS ALLELIX CORP., a company incorporated under the laws of Ontario, Canada, whose registered office is at
c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 2800, Commerce Court West, Toronto ON M5L 1A9, Canada (hereinafter
"NPS"); and


	DRUG ROYALTY L.P. 3, a Cayman Island limited partnership incorporated under the laws of the Cayman Islands
whose registered office is at M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands (hereinafter "DRLP3").

Each a "Party" and together the "Parties".



WHEREAS




	NPS and DRLP3 have entered into an agreement for the sale and assignment of rights dated as of July 16, 2007
(as such agreement may be amended, modified, supplemented or restated from time to time, the "Purchase Agreement");


	NPS is the registered proprietor of certain Patents (as defined in the Purchase Agreement) mcluding without
limitation those patents, patent applications and supplementary protection certificates listed in the Schedule to this Agreement (the "Austrian
Patents"). NPS is also the proprietor of any related Governmental Authority (as defined in the Purchase Agreement) approvals and
agreements relating to any product that is the subject of any such Austrian Patents (the "Related Rights");


	NPS and DRLP3 have also entered into an agreement, dated as of July 16, 2007, as general and continuing
collateral security for the due payment and performance of certain Obligations arising pursuant to the Purchase Agreement (as such
agreement may be amended, modified, supplemented or restated from time to time, the "Security Agreement");








	Pursuant to section 3.2(g) of the Purchase Agreement, NPS has agreed to deliver certain conditional assignment agreements
to DRLP3, including this Agreement;


	This Agreement sets out the terms of the assignment of the Austrian Patents, including their Related Rights, by NPS to
DRLP3.

IN CONSIDERATION OF the Parties entering into the Purchase Agreement AND IN
FURTHER CONSIDERATION of the payment by DRLP3 to NPS of US$1 (the receipt and sufficiency of which is hereby acknowledged), IT IS
HEREBY AGREED AS FOLLOWS:-



Defmitions



	"Event of Default" means a Major Default or a Minor Default;


	"Major Default" means the occurrence of any one or more of the following events:



	any breach by NPS of any representation or warranty made by NPS in Section 4.1,
4.4, 4.5, 4.6(c), 4.6(d), 4.6(e) or 4.6(f) of the Purchase Agreement; provided, however, that a breach of Section 4.1(a) or 4.4 of the Purchase
Agreement shall not be a Major Default unless such breach results in a Material Adverse Effect;


	any breach by NPS of any of its covenants under Section 7.2(b) of the Purchase Agreement and such breach shall
continue unremedied for a period of 60 days after written notice thereof; or


	the cessation or threatened cessation by NPS of its business generally or the admission by NPS of its inability to,
or its actual failure to, pay its debts generally, including circumstances where NPS (i) is adjudged bankrupt or insolvent, (ii) makes an
assignment in bankruptcy or otherwise for the benefit of creditors, (iii) files a petition or proposal under bankruptcy, insolvency or similar
legislation, or (iv) has instituted against it proceedings under bankruptcy, insolvency or similar legislation including for the appointment of a
receiver or trustee;

                                                        2








	"Minor Default" means the occurrence of any one or more of the following events to the extent that it is not a Major
Default:



	the failure of NPS to pay any monetary Obligations within five Business Days of the
date on which such Obligations are due or payable;


	the failure of NPS to perform any non-monetary Obligation or covenant under the Security Agreement or the
Purchase Agreement and such failure shall continue unremedied for a period of 60 days after written notice thereof; or


	any breach by NPS of any representation or warranty made by NPS in the Purchase Agreement (for certainty,
including without limitation a breach of Section 4.1(a) or 4.4 of the Purchase Agreement if such breach does not result in a Material Adverse
Effect;


	"Obligations" means all indebtedness, liabilities and obligations (whether direct, indirect, absolute, contingent or
otherwise) of NPS to DRLP3 arising pursuant to the Purchase Agreement or the Security Agreement; and


	All other terms used in this Agreement shall have the same meanings as provided for in the Purchase Agreement
and the Security Agreement.

Operative Clauses



	Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and
interest in the Austrian Patents, including without limitation then-Related Rights, to DRLP3.


	Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. To
ensure proper operation of this Agreement at such point in time NPS herewith agrees to duly execute the assignment deed Appendix .11
(the "Assignment Deed") with notarized and apostilled signatures concurrently with the execution of this Agreement and to hand over to
DRLP3 the original of such

                                                        3







Assignment Deed. DRLP3 agrees to hold in strict confidence the Assignment Deed and to use the Assignment Deed
solely in accordance with clause 6 below.



	If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until
DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such
action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than
15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement).


	If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this
Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and
furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach.


	NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the Austrian
Patentsor any Related Rights, to a third party.


	Upon the occurrence of an Event of Default provided for under clause 2, DRLP3 shall be entitled to register the
change of ownership in the Austria Patents as evidenced by the Assignment Deed with the Austrian Patent Office. NPS agrees to cooperate in
good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities
required to vest title in the Austrian Patents, including their Related Rights, in DRLP3 and to record such assignment at the Austrian National
Patent Register and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may
reasonably require. Any and all costs, expenses and taxes arising as a result of the registration of the change of ownership with the Austrian
Patent Office, including, but not limited to, stamp duties, shall be borne by NPS.


	NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Austrian Patents with the
Austrian Patent Office in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity
fees.

                                                        4








	To the extent that the parties fail to execute a pledge agreement granting DRLP3 a first ranking pledge
over the Austrian Patents when this Agreement is executed, NPS agrees that it will execute such an agreement within 60 days of the execution
of this Agreement. Further, NPS agrees that within the said 60 day period, it will execute any necessary powers of attorney or other documents
that may be required by DRLP3 or its Austrian counsel to record the pledge granted over the Austrian Patents at the Austrian National Patent
Office.


	This Agreement is governed by and construed in accordance with the laws of the province of Ontario and the
federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its
existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals and
all courts competent to hear appeals therefrom.

Date   July 16, 2007


Having read the above, the Parties hereby sign:


                                                        5







NPS ALLELIX CORP.



 /s/ Val R. Antczak    

           Name:  Val R. Antczak    

           Title: Vice President and Secretary  



DRUG ROYALTY L.P. 3,

by its General Partner

DRC MANAGEMENT LLC 3

/s/ Behzad Khosrowshahi   

Name: Behzad Khosrowshahi 
Title: Manager



   


                                                        6










                SCHEDULE



                          The Austrian Patents




	
Patent No.

	
Subject

	
Status


	
EP1079803B
	
Formulation
	
Granted

	
EP1001802B
	
Dosage Regime
	
Granted

	
EP0515228B
	
Pure PTH
	
Granted

	
EP0357391B
	
DNA construct
	
Granted

	
EP1473040A
	
Dosage Regime
	
Pending

	
EP0735896A
	
Formulation
	
Pending

	
EP1687048A
	
Administration Method
	
Pending

	
SZ 32/2006 (SPC)
	 	
Filed 19 October 2006




   


                                                        7








                          Patent Pledge Agreement





                                          between



                                              NPS ALLELIX CORP., 
 
                         a corporation existing under the laws of the 

                        Province of Ontario, Canada



                  ("NPS" or the "Pledgor"),



                                        - and - 




                       DRUG ROYALTY L.P. 3,

        a Cayman Island limited partnership





("DRLP" or the "Pledgee"). 



KEEP THE ORIGINAL OF THIS DOCUMENT AND ALL CERTIFIED COPIES THEREOF OUTSIDE OF THE REPUBLIC OF AUSTRIA.
BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS
ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY.









                                                        -2-


WHEREAS, NPS as vendor and DRLP as purchaser intend to enter info an agreement for the sale and assignment of
rights;

WHEREAS, NPS as debtor and DRLP as secured party intend to enter into a security agreement for the creation of a
security in certain collateral as defined therein;

WHEREAS, NPS is the registered proprietor of certain Patents (as defined in the Purchase Agreement) including
without limitation those patents, patent applications and supplementary protection certificates listed in the
Schedule I to this Agreement (the "Austrian Patents").



NOW THEREFORE, IT IS AGREED as follows:


1. Definitions and Construction


1.1   Terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase
Agreement, the Security Agreement and any other agreement referred to therein.


1.2   Additionally, terms used in this Agreement shall have the meaning as follows:




"Agreement" shall mean this patent pledge agreement;


"Austrian Patents" shall mean any and all patents registered with the official
   patent register as listed in Schedule I



"Business Day" shall mean a day (other than a Saturday or a Sunday) on
                     which banks generally are open for business in New York and Vienna;


"Enforcement Event" shall mean the occurrence of an Event of Default , provided that if the Event of Default is:


(a)a Minor Default, the Enforcement Event shall only be deemed to have occurred if DRLP has first sought to
commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the
Pledgor's Obligations or any judgement obtained pursuant to such action remains unsatisfied by the Pledgor for more than 15 Business Days
after the rendering of such judgement (without the necessity of appeal from such judgement); or









                                                        -3-



(b) the result of a breach of representation and warranty by the Pledgor, the Enforcement Event shall be deemed to
have occurred after a period of 60 days commencing on the date on which notice of such breach is provided to the Pledgor, unless during that
60 day period the parties agree upon an alternative remedy in respect of that breach.;


and further provided that the Enforcement Event shall be deemed not to have occurred, if within 7 days of the date on
which the Enforcement Event would otherwise have occurred (or have been deemed to have occurred) DRLP validly becomes the sole legal
and beneficial owner of the Austrian Patents, free from all third party rights (other than Nycomed's rights under the License Agreement);







"Party" shall mean any of NPS and DRLP;



"Pledge" shall have the meaning as described in Clause 3.1;


"Pledgor" shall mean NPS ALLELIX CORP., a company incorporated under the laws of Ontario, Canada, whose registered office
is at c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 2800, Commerce Court West, Toronto ON M5L 1A9, Canada;


"Pledgee" shall mean DRUG ROYALTY L.P. 3, a Cayman Island limited partnership incorporated under the laws of the Cayman
Islands whose registered office is at M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands;


"Purchase Agreement" shall mean the purchase agreement intended to be entered into by the Pledgor and the Pledgee after execution of this
Agreement;


"Secured Claims" shall mean all present and future obligations and liabilities (whether actual or contingent and whether jointly or
severally or in any other capacity whatsoever) of the Pledgor to the Pledgee under the Purchase Agreement, the Security Agreement as well
as the present Agreement as of and from the date of execution of the Purchase Agreement and the Security Agreement;


and shall mean furthermore all present and future obligations and liabilities of the Pledgor to the Pledgee in connection
with any assignment of the Austrian Patents;









                                                        -4-




and (for the avoidance of doubt) shall mean furthermore any obligations of the Pledgor to the Pledgee pursuant to
Section 8 of this Agreement;




"Security Agreement" shall mean the security agreement intended to be entered into by the Pledgor and the Pledgee after execution of
this Agreement;




"Secured Documents" shall mean the Purchase Agreement, the Security Agreement, the present Agreement and any and all ancillary
agreements entered into by the Parties in connection therewith.






1.3 Construction





In this Agreement, unless the context otherwise requires:


(a) unless otherwise stated, a "Clause" is a reference to a Clause of this Agreement;


(b) unless otherwise stated, a "Schedule" is a reference to a Schedule of this Agreement and references to this
Agreement include its Schedules;

(c) words importing the plural shall include the singular and vice versa;

(d) a reference to (or to any specified provision of) any agreement, deed or other instrument is to be construed as a
reference to that agreement, deed or other instrument or that provision as from time to time amended, varied, supplemented, restated or
novated but excluding for this purpose any amendment, variation, supplement or modification which is contrary to any provision of any of the
Secured Documents;

(e) nothing in this Agreement shall prevent the Pledgor from carrying out a transaction not prohibited by the Secured
Documents;

(f) to the extent not prohibited by mandatory provisions of Austrian law or any other applicable law nothing in this
Agreement shall be construed in such a way that it would violate or contradict the provisions of the Secured Documents;


(g) References to any act or determination by a Party to be performed or made "reasonably" shall be deemed to be
references to the Austrian law term "nach billigem Ermes-sen" and shall be construed according to this term, and any other reference
relating to reasonability shall be construed to be a reference to the Austrian law concept of "Billigkeit".





2. Secured Claims


2.1 In case of an Enforcement Event, the Pledgor hereby unconditionally and irrevocably undertakes and agrees
to pay to the Pledgee an amount of








                                                        -5-



€1,000,000 (one million euros) as contractual penalty, irrespective of fault and not being subject to judicial review,
in accordance with the relevant provisions of the Austrian Civil Code (ABGB) and the Austrian Entrepreneur Code (UGB). Any other remedy
(including but not limited to damage claims) the Pledgee may have against the Pledgor under the provisions of the Purchase Agreement
and/or the Security Agreement shall remain unaffected hereby and subject to the applicable laws and contractual regulations as provided for
therein.


2.2  This Pledge hereunder is constituted in order to secure the prompt and complete satisfaction of all Secured
Claims.

2.3  The Parties agree that in case of a change, amendment, supplement or novation (Novation) of the Secured
Claims, this Pledge shall not lapse but shall continue to. secure such changed, amended, supplemented or novated Secured Claims in
accordance with Section 1378 of the Austrian General Civil Code (Allgemeines Burgerliches Gesetzbuch).




3.Pledge



3.1  The Pledgor hereby grants to the Pledgee a first ranking pledge over the Austrian Patents, together with all
ancillary rights and claims associated with the Austrian Patents (the "Pledge") and the Pledgee accepts such Pledge.


3.2  The Pledge granted under this Agreement shall be in addition to and shall be independent of each other security
and/or guarantee which the Pledgee may at any time hold for any of the Secured Claims. No prior security held by the Pledgee over the whole
or any part of the Austrian Patents shall merge in the Pledge hereby constituted. In particular, nothing contained in this Agreement is intended
to, or shall operate so as to, prejudice or affect any bill, note, guarantee, mortgage, pledge, charge or other security of any kind whatsoever
which the Pledgee may have for the Secured Claims or any right, remedy or privilege of the Pledgee there under.





4. Operation of the Austrian Patents 


The Pledgor shall not release, sell, transfer, assign, dispose of or otherwise deal in any way with any of the Austrian
Patents other than within its ordinary course of business and in accordance with the provisions of the Secured Documents. Until the
occurrence of an Enforcement Event, the Pledgor (acting in good faith) shall be free (without the further consent of the Pledgee) to apply any
moneys it received in respect of the Austrian Patents subject to any applicable restrictions set out in the Secured Documents.



5. Valid Creation of the Pledge in accordance with Austrian law


5.1 Immediately upon execution of this Agreement, the Pledgor undertakes to execute as legally valid and binding
agreement upon the Pledgor in notarized








                                                        -6-


and apostilled form a notice in form and substance as set out in Schedule II
to the Austrian Patent Office and provide - once countersigned by the Pledgee -for submission of such notice with
the Austrian Patent Office in order for the pledge over the Austrian Patents to become effective under Austrian law pursuant to section 452 of
the Austrian Civil Code and section 43 of the Austrian Patent Act.


5.2 In addition and upon the request of the Pledgee, the Pledgor shall undertake any and all further action and shall
deliver and issue all necessary documents and certificates with respect to the Austrian Patents which in the reasonable opinion of the Pledgee
is necessary or desirable under all applicable laws to make the Pledge valid and enforceable in accordance with its terms.


5.3 Upon having actual knowledge thereof, the Pledgor shall immediately inform the Pledgee if the completion of the
act of perfection as per Clause 5.1 by way of registration of the Pledge in the Patent Register turns out not to be sufficient for a valid and
effective pledge of the Austrian Patents under Austrian law or any other laws applicable to the Austrian Patents and/or the Secured Documents
and shall deliver and issue all necessary documents and certificates to the Pledgee as necessary to perfect the respective Pledge.


5.4 Upon the reasonable request of the Pledgee, the Pledgor shall provide to the Pledgee evidence reasonably
requested showing that any perfection requirement as set out in Clauses 5.1 and 5.3 which shall be made by the Pledgor is complied
with.




6. Enforcement of Pledge


6.1 Following the occurrence of an Enforcement Event, the Pledgee shall be entitled to avail itself of all rights and
remedies that a pledgee has upon the default of a pledgor under Austrian law (including but not limited to enforcement pursuant to Section 461
of the Austrian Civil Code (Allgemeines Burgerliches Gesetzbuch)), In addition the Pledgee shall be entitled to realize the Pledge
without writ, judgment or any other legal court action in a public auction (hereafter referred as "Public Auction") or by private sale (hereunder
referred to as "Private Sale") by applying the provisions set forth in Section 466 lit a to e Austrian Civil Code and Section 368 of the Austrian
Entrepreneurs Code (Unternehmensgesetzbuch), without the requirement of any further notice, calling, judicial warrant or decision, or
the necessity to initiate any proceedings before the courts. The Pledgor herewith grants its express consent to such out-of-court
enforcement.

6.2 Upon an Enforcement Event, the Pledgor shall be notified of any imminent realization of the Pledge by written
notice prior to such realization. Such notice in order to be valid shall assert the time, place and the procedure of enforcement. Such notice,
however, is not required if bankruptcy proceedings have been initiated against the Pledgor.








                                                        -7-


6.3 Any Private Sale or Public Auction shall only be made upon prior assessment of the value of the
Austrian Patents by an independent certified public accountant from Deloitte & Touche after consultation with an Austrian patent lawyer. If
the Pledgor and the Pledgee do not reach agreement on the identity of the Austrian patent lawyer within 10 Business Days after the lapse of
the period as set out in section 6.2, such Austrian patent lawyer shall be appointed by the President of the Austrian chamber of patent
Lawyers. The assessment of the Austrian Patent shall be made by the expert on reasonable grounds and assumptions and upon specification
of the appropriate method of assessment. The costs of the expert's assessment shall be borne by the Pledgor or covered by the Pledge
itself.


6.4 Once the expert has rendered its valuation or the Parties have mutually agreed upon the value of the
Austrian Patents, the Pledgee shall notify the Pledgor (notwithstanding any other compulsory publication obligations provided by law) on the
conditions of the realization of the Pledge, which may not take place within a period less than ten Business Days from the date when the
valuation of the Austrian Patents has been completed.


6.5 Both in the case of a Public Auction or a Private Sale, the Austrian Patents must not be transferred at a
price which is below the value assessed by the expert or agreed upon between the Parties. The Pledgor and any affiliates of the Pledgor are
not entitled to participate in a Public Auction or in a Private Sale.


6.6 In case the Pledgee should seek to enforce the Pledge, the Pledgor shall render forthwith all reasonably
necessary assistance in order to facilitate the prompt realisation of the Austrian Patents or any part thereof and/or the exercise by the Pledgee
of any other right it may have as pledgee.


6.7 In case of enforcement of the Pledge, no rights of the Pledgee shall pass to the Pledgor by subrogation or
otherwise unless and until all of the Secured Claims have been satisfied and discharged in full. Until then, the Pledgee shall apply all
enforcement proceeds to the discharge of the Secured Claims.


6.8 The proceeds from the enforcement of the Pledge shall be paid to the Pledgee. Proceeds of the enforcement
which exceeds the amount of the Secured Claims, including, in particular, any accrued interests since the Secured Claims have fallen due, are
to be disbursed to the Pledgor.

6.9 The Pledgee may, in its sole reasonable discretion, determine which of several granted securities, if applicable,
shall be used to satisfy the Secured Claims.



6.10 The Pledgor waives its rights  of revocation (Anfechtbarkeit) and set-off
(Aufrechenbarkeit) to the extent legally permissible.


6.11 In case of a Public Auction or a Private Sale, the Pledgor hereby irrevocably empowers and authorizes the
Pledgee to take all judicial and non judicial








                                                        -8-


measures on behalf of the Pledgor necessary or appropriate for such realization, in particular, the Pledgor hereby
irrevocably empowers and authorizes the Pledgee to sign and execute on its behalf an agreement on the sale and transfer of the Austrian
Patents in the course of the Public Auction or the Private Sale, to sign all documents and make all legally binding declarations related thereto,
to receive the transfer price and. to determine all other conditions of such agreement on the Pledgor's behalf. Furthermore, the Pledgor
authorizes Pledgee to grant power of substitution to a person of the Pledgee's trust within the scope of this power of attorney.




7. Undertakings, Representations and Warranties


7.1 Unless otherwise permitted by any provision in any of the Secured Documents,
the Pledgor hereby covenants with the Pledgee that without the prior
consent of the Pledgee (not to be unreasonably withheld, delayed or conditioned
where appropriate) the Pledgor shall:


7.1.1 not sell, transfer or in any other way dispose of any of the Austrian Patents or any interest therein, if such disposal
is not permitted by the Secured Documents, and procure that none of its subsidiaries shall create or permit to subsist any encumbrance over
all or any of the Austrian Patents,


7.1.2 effect promptly any payments to be made in respect of the Austrian Patents,


7.1.3 not, except as permitted or required under the Secured Documents, take any action or exercise any rights (or omit
to take any action or exercise any rights) which could reasonably be expected materially and adversely to affect the rights of the Pledgee
under and the preservation of the security interests intended to be created by this Agreement.



7.2 The Pledgor, represents and warrants to the Pledgee that


7.2.1 the Existing Austrian Patents are validly existing and legally enforceable;


7.2.2 it has good title to and is the sole owner of the Austrian Patents, free and clear of any third party rights (save for
those rights granted to Nycomed Danmark APS, a corporation existing under the laws of the Kingdom of Denmark, pursuant to a licence
agreement dated 2 July 2007 between the Pledgor and Nycomed Danmark APS), and it has not sold, assigned or otherwise disposed of or
agreed to sell or otherwise dispose of the Austrian Patents or any of its rights or benefits in respect of the Austrian Patents;


7.2.3 the Austrian Patents are free of any encumbrances and are not subject to any prohibition to be pledged;


7.2.4 this Agreement provides for a valid first rank security over the Austrian Patents in accordance with all applicable
laws.








                                                        -9-



8.  No Liability and Indemnity


8.1 The Pledgee shall not be liable for any loss or damage suffered by the Pledgor save in respect of such loss or
damage which is suffered as a result of the wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlassigkeit) of the
Pledgee.


8.2 The Pledgor shall defend and indemnify and hold harmless Pledgee against all claims, demands, proceedings,
costs and expenses (including legal fees) referred to in clause 8.2 above which may be brought or asserted against Pledgee, its shareholders,
directors, employees, agents or representatives or suffered or incurred by the Pledgee, its shareholders, directors, employees, agents or
representatives. The obligations in this paragraph shall survive the termination or expiry of this Agreement.






9.Duration

This Agreement shall remain in full force and effect until release of the Austrian Patents in accordance with Clause
10.



10.Release of Pledge (Pfandfreigabe)


10.1 The Pledgee shall, at the request and cost of the Pledgor, release and cancel the Pledge and release the
Austrian Patents from the Pledge upon the Secured Claims being discharged in full and the Pledgor not being under any further actual or
contingent obligation to make advances or provide other financial accommodation to the Pledgee under the Secured Documents;


10.2 In connection with any release or cancellation described in ClauselO.l, the Pledgee shall (at the Pledgor's costs)
do all such acts which are reasonably requested by the Pledgor in order to effect the release or cancellation the Pledge.




11. Transfer of Rights


The Pledgee, but not the Pledgor, is entitled to assign and pledge its rights under this Agreement and to assign and re-
pledge the Pledge (Afterverpfandung) to third parties without the consent of the Pledgor. In case of such assignment or re-pledge the
Pledgee shall inform the Pledgor to an address outside of Austria and the Pledgor shall take all action as may be instructed by the Pledgee
from time to time.



12. Notices



12.1 Any notice or other communication under or in connection with this Agreement shall be in writing and shall be
given in the form as set out in section 11.3 of the Purchase
Agreement:









                                                        -10-


for the Pledgor:


NPS Allelix Corp.

   c/o Blake, Cassels & Graydon LLP

   199 Bay Street

   Suite 2800, Commerce Court West
Toronto ON M5L 1A9 Canada


Attention of: Chris Hale
Fax No.: (416) 863-2653 '


with a copy (which shall not constitute notice) to:


NPS Pharmaceuticals Inc.
Morris Corporate Center 1.
4th Floor, Building B
300 Interpace Parkway
Parsippany, New Jersey 07054
United
States of America

Attention of: Vice-President, Corporate Development
Fax No.: (973)316-6463





for the Pledgee:


Drug Royalty L.P. 3

  c/o Drug Royalty Corporation Inc.

   Suite 3120, Royal Bank Plaza

   Toronto, ON

   Canada M5J 2J3


Attention of:   Behzad Khosrowshahi
Fax No.:(416) 863-5161
E-mail: bk@drugroyalty.com



with a copy (which shall not constitute notice) to:


Davies Ward Phillips & Vineberg LLP
P.O. Box 63

   Suite 4400, 1 First Canadian Place
Toronto, ON Canada M5X 1B1


Attention of:   Gillian R. Stacey
Fax No.: (416) 863-0871
E-Mail: gstacey@dwpv.com





or to such other address as the recipient may notify or may have notified to the other Party in
writing in accordance with the foregoing provided that such address is outside Austria.









                                                        -11-


12.2  Any notice or other communication under or in connection with this Agreement shall be in English or, if in any
other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other
language, the English text shall prevail.





13. Austrian Stamp Duty



13.1  None of the Parties shall (i) bring an original or certified copy of this Agreement or any of the Secured Documents,
or any other document that contains any written confirmation or written reference to this Agreement or any of the Secured Documents, apart
from Schedule II which is intended to be filed
with the Austrian Patent Office, (Ersatzbeurkundung oder rechtsbezeugende Urkunde) into the Republic of
Austria or (ii) produce a document that contains any written confirmation or written reference to this Agreement or any of the Secured
Documents within the Republic of Austria.



13.2  The Parties acknowledge that the bringing of this Agreement or any of the Secured Documents or any other
document containing any written confirmation or any written reference to this Agreement or any of the Secured Documents, apart from Annex
2 which is intended to be filed with the Austrian Patent Office, (Ersatzbeurkundung oder rechtsbezeugende Urkunde) into the Republic
of Austria or the production of any other document containing written confirmation or any written reference to this Agreement or any of the
Secured Documents, apart from Annex 2 which is intended to be filed with the Austrian Patent Office, within the Republic of Austria may cause
the imposition of Austrian stamp duty (Gebuhreri).


13.3  Any Party intentionally or negligently bringing or causing any other person (other than a Party) to bring this
Agreement or any of the Secured Documents, either as original or certified copy, or any other written confirmation or written reference to this
Agreement or any of the Secured Documents in another document, apart from Annex 2 which is intended to be filed with the Austrian Patent
Office, into the Republic of Austria or producing any other document containing any written confirmation or written reference to this Agreement
or any of the Secured Documents, apart from Annex 2 which is intended to be filed with the Austrian Patent Office, within the Republic of
Austria shall be solely liable for any stamp duty resulting there from, provided, however, that nothing in this Clause shall prevent the Pledgee
or the Security Agent from bringing or causing any other person (other than a Party) to bring this Agreement or any of the Secured Documents,
either as original or certified copy, or any other written confirmation or written reference to this Agreement or any of the Secured Documents in
another document, into the Republic of Austria or producing any other document containing any written confirmation or written reference to this
Agreement or any of the Secured Documents in another document within the Republic of Austria if this is required and/or reasonably desirable
for the enforcement or the preservation of any rights, powers and remedies under this Agreement or any of the Secured Documents, the
perfection of the









                                                        -12-


Pledge created pursuant.to this Agreement, or if any proceedings are instituted by or against the Pledgee in connection
with this Agreement or any of the Secured Documents. In any case, the Pledgee and the Pledgor agree not to contest the validity of an
uncertified copy of this Agreement or any of the Secured Documents in any court and enforcement proceeding in Austria.





14.  Miscellaneous


14.1  Changes and amendments of this Agreement including this subsection shall be made in writing, unless notarial
form is required by the law.


14.2  This Agreement may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the
same Agreement.


14.3  If, at any time, any provision of this Agreement
is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, or if, at any time, any provision of this
Agreement is or becomes incomplete neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the
legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. Each
insufficient (or incomplete) provision shall be replaced or completed by an effective, valid, practicable and enforceable provision in such a way
that the new provision closely reflects the legal and economic effects, which the Parties have sought to achieve in the insufficient (or
incomplete) provision.



14.4  No failure to exercise, nor any delay in exercising on the part of the Pledgee, any right or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the
exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies
provided by law.


14.5  This Agreement shall be governed by and construed in accordance with the laws of Austria.


14.6  All disputes arising out of or in connection with this Agreement, including the question of its establishment and
validity, shall be finally settled under the Rules of Arbitration and Conciliation of the International Arbitral Centre of the Austrian Federal
Economic Chamber in Vienna, Austria, by three arbitrators appointed in accordance with said rules. The place of arbitration shall be Vienna,
Austria. The language of the arbitration proceedings shall be English. All pleadings filed in the course of the proceedings and all attachments
thereto shall be in English and if any original is in any other language shall include a certified translations of the relevant original document into
English. The arbitration award shall be final and binding upon the Parties taking part in the arbitration proceedings.



















                                                        -14-




                          Schedule I


List of Austrian Patents


	
Austrian Patent No.
	
European Patent No.
	
Subject
	
Status

	
E0273693
	
EP1079803B
	
Formulation
	
Granted

	
E0275419
	
EP1001802B
	
Dosage Regime
	
Granted

	
E0164394
	
EP0515228B
	
Pure PTH
	
Granted

	
E0140973
	
EP0357391B
	
DNA construct
	
Granted

	
Not yet known
	
EP1473040A
	
Dosage Regime
	
Pending

	
Not yet known
	
EP0735896A
	
Formulation
	
Pending

	
Not yet known
	
EP1687048A
	
Administration Method
	
Pending

	
SZ 32/2006 (SPC)
	 	
SPC
	
Filed 19 October 2006




   

   

   








                                                        -15-




                          Schedule II



                        Notice to the Austrian Patent Office




   

   

   

   

   








                                                        -16-





















































































                                   CONDITIONAL ASSIGNMENT AGREEMENT



BETWEEN





(1)   NPS ALLELIX CORP., a company incorporated under the laws of Ontario, Canada, with address c/o Blake,
Cassels & Graydon LLP, 199 Bay Street, Suite 2800, Commerce Court West, Toronto ON M5L 1A9 Canada (hereinafter "NPS");
and


(2)   DRUG ROYALTY L.P. 3, a limited partnership incorporated under the laws of the Cayman Islands, whose
registered office is at M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand
Cayman, Cayman Islands (hereinafter "DRLP3").



Each a "Party" and together the "Parties".



WHEREAS



(A)   NPS and DRLP3 have entered into an agreement for the sale and assignment of rights dated as of July 16, 2007
(as such agreement may be amended, modified, supplemented or restated from time to time, the "Purchase Agreement");


(B)   NPS is the registered proprietor of certain Patents (as defined in the Purchase Agreement) including without
limitation those patents and patent applications listed in the Schedule to this Agreement (the "French Patents"). NPS is also the proprietor of
any related Governmental Authority (as defined in the Purchase Agreement) approvals and agreements relating to any product that is the
subject of any such French Patents (the "Related Rights");


(C)   NPS and DRLP3 have also entered into an agreement, dated as of July 16, 2007, as general and continuing
French Patents security for the due payment and performance of certain Obligations arising pursuant to the Purchase Agreement (as such
agreement may be amended, modified, supplemented or restated from time to time, the "Security Agreement");








(D)Pursuant to section 3.2(g) of the Purchase Agreement, NPS has agreed to deliver certain
conditional assignment agreements to DRLP3, including this Agreement;



(E)This Agreement sets out the terms of the assignment of the French Patents, including
their Related Rights, by NPS to DRLP3. French Patents



NOW THEREFORE in consideration of the respective covenants, promises and agreements of the Parties herein
contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the Parties),
the Parties agree as follows:


Definitions


Terms that are defined in the Purchase Agreement and in the Security Agreement and
not otherwise defined herein have, unless the context otherwise requires, the respective meanings specified in priority in the Purchase
Agreement and in the Security Agreement and, in addition, the following terms have the following meanings (and grammatical variations of
such terms shall have corresponding meanings)




	"Event of Defaulf' means a Major Default or a Minor Default;



	"Major Default" means the occurrence of any one or more of the following events:




	any breach by NPS of any representation or warranty made by NPS in Section 4.1,
4.4, 4.5, 4.6(c), 4.6(d), 4.6(e) or 4.6(f) of the Purchase Agreement; provided, however, that a breach of Section 4.1(a) or 4.4 of the Purchase
Agreement shall not be a Major Default unless such breach results in a Material Adverse Effect;



	any breach by NPS of any of its covenants under Section 7.2(b) of the Purchase Agreement and such breach shall
continue unremedied for a period of 60 days after written notice thereof; or



	the cessation or threatened cessation by NPS of its business generally or the admission by NPS of its inability to,
or its actual failure to, pay its





                                                        2








debts generally, including circumstances where NPS (i) is adjudged bankrupt or
insolvent, (ii) makes an assignment in bankruptcy or otherwise for the benefit of creditors, (iii) files a petition or proposal under bankruptcy,
insolvency or similar legislation, or (iv) has instituted against it proceedings under bankruptcy, insolvency or similar legislation including for the
appointment of a receiver or trustee;







	"Minor Default" means the occurrence of any one or more of the following events to
the extent that it is not a Major Default:




	the failure of NPS to pay any monetary Obligations within five Business Days of the date on which such
Obligations are due or payable;



	the failure of NPS to perform any non-monetary Obligation or covenant under the Security Agreement or the
Purchase Agreement and such failure shall continue unremedied for a period of 60 days after written notice thereof; or



	any breach by NPS of any representation or warranty made by NPS in the Purchase Agreement (for certainty,
including without limitation a breach of Section 4.1 (a) or 4.4 of the Purchase Agreement if such breach does not result in a Material Adverse
Effect;





	"Obligations" means all indebtedness, liabilities and obligations (whether direct,
indirect, absolute, contingent or otherwise) of NPS to DRLP3 arising pursuant to the
Purchase Agreement or the Security Agreement; and



	"Parties" means NPS and DRLP3, and "Party" means either of them; (f) "Purchase
Agreement" has the meaning specified in the recitals of this Agreement; (g)"Security
Agreement" has the meaning specified in the recitals of this Agreement.




                                                        3










Operative Clauses




	Subject to the condition provided for under Clause 3 below, NPS hereby agrees that all of its right, title and
interest in the French Patents, including without limitation their Related Rights, be assigned to DRLP3.


	The operation of this Agreement does not constitute a waiver of any rights or remedies upon default provided
between the parties in the Security Agreement or in other rights of DRLP3 as described in the Purchase Agreement.



	To the fullest extent permitted by law, rights and remedies available to DRLP3, whether provided for in this
Agreement, in the Security Agreement, in the Purchase Agreement or otherwise, are not mutually exclusive, are cumulative and not
alternative, and may be exercised independently or in any combination.



	Subject to the condition provided for under clause 5 below, provided that DRLP3 does not decide otherwise, NPS
and DRLP3 hereby agree the French Patents, including without limitation their Related Rights, shall automatically be granted, assigned and
transferred to DRLP3 such that title thereto and ownership therein shall belong to and be vested in DRLP3.


	Subject to clauses 6 and 7, the operation of this Agreement is subject to the occurrence of an Event of
Default.



	If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until
DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such
action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than
15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement).


	If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this
Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS
and

                                                        4







furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of
that breach.





	Such transfer, assignment and grant shall be effective upon the occurrence of an Event of Default, subject to
clauses 4 to 7 above, regardless of any dispute or proceedings whatsoever that may arise between the Parties and regardless of the Expert
proceeding set out in Clause to ascertain the value of the French Patents at the time of the transfer, assignment and grant (hereunder the
"Value of the French Patents").


	Nothing contained in Clauses 4 to 7 shall be construed to afford DRLP3 any recourse to the French Patents prior
to the occurrence of an Event of Default.


	Notwithstanding the effectiveness of the transfer, assignment and grant of the French Patents to DRLP3 upon the
occurrence of an Event of Default as provided in Clause 4 to 7, NPS and DRLP3 hereby agree to appoint an Expert as listed in Schedule 2
with the mission to ascertain the Value of the French Patents at the time of the transfer to DRLP3,


	The Parties hereby agree that the decision of the Expert shall be final and binding upon the Parties and the Parties
hereby waive any right to challenge the Value of the French Patents as ascertained by the Expert before any Governmental Authority Office,
including any Court whatsoever.


	Any sums owed or to be owed to DRLP3 in accordance with Clause 7 of the Purchase Agreement until the
Termination Date thereof as provided in Clause 8.1 of the Purchase Agreement and any Obligations shall be automatically deducted from the
Value of the French Patents. In this respect, Clause 8.1 of the Purchase Agreement provides that the Termination date of the Purchase
Agreement shall be: "(i) the date that the aggregate amount of the payments received by the Purchaser in respect of the Purchaser Royalty
Interest is equal to the amount that is 2.5 times the amount of the Purchase Price actually paid by the Purchaser to the Vendor under Clause
2.3 of the Purchase Agreement; (ii) the expiration or termination of the License Agreement between NPS and Nycomed pursuant to Clause
16.1 or 16.2 thereof; or (iii) the termination of the License Agreement by Nycomed and the failure by the Vendor or the Purchaser to enter into
a New License

                                                        5







Agreement within 12 months after such termination in accordance with Clause 7.5 of the Purchase
Agreement."




	Subject to the termination of this Agreement pursuant to Clause 11 herein, NPS covenants with DRLP3 that the
French Patents is tree of hen, charge, pledge and encumbrance from any third party and that it shall not sell, assign, pledge or otherwise
charge or transfer any of the French Patents to any third party.


	This Agreement and its assignment shall be recorded at the patent registry at the French patent office (Institut
National de la Propriete Industrielle or INPI) or at any Governmental Authority office in France or in relevant jurisdictions, including
the European Patent Office.



	NPS shall undertake at its own cost all such acts, execute all such documents and do all such things as DRLP3
may request in order for this Agreement and the rights granted to DRLP3 under this Agreement to be recorded with the French patent office
(Institut National de la Propriete Industrielle or INPI) or appropriate Governmental Authority office in France or of any relevant
jurisdiction, including the European Patent Office and, where required, to produce any additional documents that DRLP3 may
require.



	NPS shall undertake at its own cost, upon the occurrence of an Event of Default,, subject to clauses 3 and 4, to
cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all
formalities required to vest title in the French Patents at the French patent office (Institut National de la Propriete Industrielle or INPI)
or at any Governmental Authority office in France or in relevant jurisdictions, including the European Patent Office and, where required, to
produce any documents confirming that an Event of Default has taken place that DRLP3 may require.



	NPS hereby authorizes DRLP3 to take any action and make all such acts and things to create, preserve, perfect,
validate or otherwise protect the French Patents and the rights acquired hereunder by DRLP 3 at the French patent office or at any
Governmental Authority office in France or in relevant jurisdictions, including the European Patent Office, in the event that NPS fails to do so,
at the expenses of NPS, including, without


                                                        6







limitation, the payment of taxes, renewals and annuity fees, and to enable DRLP3 to exercise and enforce its rights and
remedies hereunder and generally to carry out the provisions and purposes of this Agreement;




	NPS hereby authorizes DRLP3 to take any action, including judicial proceedings, and make all such acts and
things to create, preserve, perfect, validate or otherwise protect the French Patents and the rights acquired hereunder by DRLP3 at the French
patent office or at any Governmental Authority office in France or in relevant jurisdictions, including the European Patent Office, in the event
that NPS fails to do so, at the expenses of NPS, including, without limitation any infringement actions from any third party and opposition
proceedings that may occur at any time during the execution of this Agreement.



	Subject to clauses 6 and 7, NPS shall, upon demand, reimburse DRLP3 for all reasonable costs and expenses
incurred by DRLP3 in the enforcement of any rights hereunder (including without limitation fees and expenses of counsel at each step of the
actions and proceedings where DRLP3 prevails) and all such costs shall form part of the Obligations.



	NPS hereby irrevocably constitutes and designates DRLP3 as and for NPS's attorney in fact:





	to execute, upon the occurrence of an Event of Default, subject to clauses 4 to 7
above, and during the continuance thereof, all and any such instraments, documents and papers as DRLP3.determines to be appropriate in
connection with the exercise of such rights and remedies and to cause the sale, license, assignment, transfer or other disposition of the French
Patents, including all filings, recordings or registrations with the applicable government offices required or appropriate to effect such
dispositions of the French Patents.



	The within grant of a power of attorney, being coupled with an interest, shall be irrevocable until this Agreement is
terminated.



                                                        7









	Any notice, demand, direction or other instrument required or permitted to be given hereunder shall be in writing
and shall be given in the manner and addressed as set out in Clause 11.3 of the Purchase Agreement. Either party may change its address for
service from time to time by notice given in accordance with the foregoing.


	This Agreement may be terminated by written agreement made between DRLP3 and NPS. Upon indefeasible
fulfillment of the Obligations and full payment, in accordance with Clause 8.1 of the Purchase Agreement, this Agreement shall terminate and
the French Patents shall belong to NPS.


	Upon termination of this Agreement, DRLP3 shall, at the request and expense of NPS, make and do all such acts
and things and execute and deliver all such financing statements, instruments, agreements and documents as NPS considers reasonably
necessary or desirable to discharge the French Patents, to release and discharge the French Patents therefrom and to record such release
and discharge in all appropriate offices of public record.


	This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of
DRLP3 and NPS. This Agreement may not'be assigned in whole or in part by either party without the prior written consent of the other party;
provided, however, that DRLP3 may assign this Agreement in whole or in part without the prior written consent of NPS: (i) by way of security to
a financial institution or other lender, (ii) to any Person that directly, or indirectly through one or more intermediaries, controls or is controlled
by, or is under common control with, DRLP3, (iii) to a special purpose vehicle or (iv) as part of a sale of a material part of DRLP3, in any case
whether by way of reorganization or otherwise, and DRLP3 shall give prompt notice of any such assignment to NPS within 10 Business Days
after the occurrence thereof.


	This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its
existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Courts of the Province of Ontario
and all courts competent to hear appeals therefrom.

                                                        8







Date July 16, 2007






Having read the above, the Parties hereby sign:



NPS ALLELIX CORP.,



 /s/ Val R. Antczak    

           Name:  Val R. Antczak    

           Title: Vice President and Secretary  



DRUG ROYALTY L.P. 3,

by its General Partner

DRC MANAGEMENT LLC 3

/s/ Behzad Khosrowshahi   

Name: Behzad Khosrowshahi 
Title: Manager



   

   

   

   


                                                        9










                            SCHEDULE 1 

 The French Patents




	

Patent No.

	

Subject

	

Status


	
EP1079803B
	
Formulation
	
Granted

	
SPC 06C0032
	
Formulation
	
Granted

	
EP1001802B
	
Dosage Regime
	
Granted

	
EP0515228B
	
Pure PTH
	
Granted

	
EP0357391B
	
DNA construct
	
Granted

	
EP1473040A
	
Dosage Regime
	
Pending

	
EP0735896A
	
Formulation
	
Pending

	
EP1627048A
	
Administration Method
	
Pending




   

   

   



                                                        10







SCHEDULE 2

NOMINATION OF THE EXPERT

 Deloitte & Touche




   

   

   



                                                        11









                   CONDITIONAL ASSIGNMENT AGREEMENT



BETWEEN



(1)   NPS ALLELIX CORP., a company incorporated under the laws of Ontario, Canada, whose registered office is at
c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 2800, Commerce Court West, Toronto ON M5L 1A9, Canada (hereinafter
"NPS"); and


(2)   DRUG ROYALTY L.P. 3, a Cayman Island limited partnership incorporated under the laws of the Cayman Islands
whose registered office is at M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands (hereinafter "DRLP3").




Each a "Party" and together the "Parties".



WHEREAS



(A)   NPS and DRLP3 have entered into an agreement for the sale and assignment of rights dated as of July 16, 2007
(as such agreement may be amended, modified, supplemented or restated from time to time, the "Purchase Agreement");


(B)   NPS is the registered proprietor of certain Patents (as defined in the Purchase Agreement) including without
limitation those patents, patent applications and supplementary protection certificates listed in the Schedule to this Agreement (the "German
Patents"). NPS is also the proprietor of any related Governmental Authority (as defined in the Purchase Agreement) approvals and
agreements relating to any product that is the subject of any such German Patents (the "Related Rights");


(C)   NPS and DRLP3 have also entered into an agreement, dated as of July 16, 2007, as general and continuing
collateral security for the due payment and performance of certain Obligations arising pursuant to the Purchase Agreement (as such
agreement may be amended, modified, supplemented or restated from time to time, the "Security Agreement");









(D)   Pursuant to section 3.2(g) of the Purchase Agreement, NPS has agreed to deliver certain conditional assignment agreements
to DRLP3, including this Agreement;

(E)   This Agreement sets out the terms of the assignment of the German Patents, including their Related Rights, by NPS to
DRLP3.





IN CONSIDERATION OF the Parties entering into the Purchase Agreement AND IN
FURTHER CONSIDERATION of the payment by DRLP3 to NPS of US$1 (the receipt and
sufficiency of which is hereby acknowledged), IT IS HEREBY AGREED AS FOLLOWS:


Definitions




	"Event of Default" means a Major Default or a Minor Default;


	"Major Default" means the occurrence of any one or more of the following events:





	any breach by NPS of any representation or warranty made by NPS in Section 4.1,
4.4, 4.5, 4.6(c), 4.6(d), 4.6(e) or 4.6(f) of the Purchase Agreement; provided, however, that a breach of Section 4.1(a) or 4.4 of the Purchase
Agreement shall not be a Major Default unless such breach results in a Material Adverse Effect;



	any breach by NPS of any of its covenants under Section 7.2(b) of the Purchase Agreement and such breach shall
continue unremedied for a period of 60 days after written notice thereof; or


	the cessation or threatened cessation by NPS of its business generally or the admission by NPS of its inability to,
or its actual failure to, pay its debts generally, including circumstances where NPS (i) is adjudged bankrupt or insolvent, (ii) makes an
assignment in bankruptcy or otherwise for the benefit of creditors, (iii) files a petition or proposal under bankruptcy, insolvency or similar
legislation, or (iv) has instituted against it proceedings under bankruptcy,






                                                        2








insolvency or similar legislation including for the appointment of a receiver or trustee;






	"Minor Default" means the occurrence of any one or more of the following events to the extent that it is not a Major
Default:





	the failure of NPS to pay any monetary Obligations within five Business Days of the
date on which such Obligations are due or payable;



	the failure of NPS to perform any non-monetary Obligation or covenant under the Security Agreement or the
Purchase Agreement and such failure shall continue unremedied for a period of 60 days after written notice thereof; or



	any breach by NPS of any representation or warranty made by NPS in the Purchase Agreement (for certainty,
including without limitation a breach of Section 4.1(a) or 4.4 of the Purchase Agreement if such breach does not result in a Material Adverse
Effect;



	"Obligations" means all indebtedness, liabilities and obligations (whether direct, indirect, absolute, contingent or
otherwise) of NTS to DRLP3 arising pursuant to the Purchase Agreement or the Security Agreement; and



	All other terms used in this Agreement shall have the same meanings as provided for in the Purchase Agreement
and the Security Agreement.


Operative Clauses




	Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and
interest in the German Patents, including without limitation their Related Rights, to DRLP3.



	Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of
Default.




                                                        3









	If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or
until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under
such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more
than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement).



	If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this
Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and
furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach.



	In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer
any of the German Patents, or any Related Rights, to a third party.


	This Agreement and its assignment shall be filed with the German National Patent Office. NPS undertakes, to
cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all
formalities required to perfect and file this Agreement and its assignment with the German National Patent Office and, where required, to
produce any additional documents that DRLP3 may reasonably require.



	NPS undertakes, upon the occurrence of an Event of Default, subject to clauses 3 and 4, to cooperate in good
faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities
required to vest title in the German Patents in DRLP3 and to record such assignment at the German National Patent Register and, where
required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require.



                                                        4









	NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the German Patents
at the German Patent Office in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity
fees,


	This Agreement is governed by and construed in accordance with the laws of the province of Ontario and the
federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its
existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals and
all courts competent to hear appeals therefrom.


Date July 16, 2007






Having read the above, the Parties hereby sign:



NPS ALLELIX CORP.,



 /s/ Val R. Antczak    

           Name:  Val R. Antczak    

           Title: Vice President and Secretary  



DRUG ROYALTY L.P. 3,

by its General Partner

DRC MANAGEMENT LLC 3

/s/ Behzad Khosrowshahi   

Name: Behzad Khosrowshahi 
Title: Manager



   

   

   

   


                                                        5













                                   SCHEDULE E



                                            The German Patents


	

Patent No.

	
German Patent No.
	

Subject

	

Status


	
EP1079803B
	
699 19 533.0
	
Formulation
	
Granted

	
EP1001802B
	
698 26 132.1
	
Dosage Regime
	
Granted

	
EP0515228B
	
692 24 858.7
	
Pure PTH
	
Granted

	
EP0357391B
	
689 26 895.5
	
DNA construct
	
Granted

	
EP1473040A
	
P 44 80 014.2
	
Dosage Regime
	
Pending

	
EP0735896A
	
not assigned
	
Formulation
	
Pending

	
EP1687048A
	 	
Administration Method
	
Pending

	
12 2006 000 057.7 (SPC)
	 	 	
Filed on

18 October 2006




   

   

   



                                                        6



































































CONDITIONAL ASSIGNMENT AGREEMENT



BETWEEN



(1)   NPS ALLELIX CORP., a company incorporated
under the laws of Ontario, Canada, whose registered office is at c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite . 2800,
Commerce Court West, Toronto ON M5L 1A9, Canada (hereinafter "NPS"); and


(2)   DRUG ROYALTY L.P. 3, a
Cayman Island limited partnership incorporated under the laws of the Cayman Islands whose registered office is at M&C Corporate Services
Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (hereinafter "DRLP3").



Each a "Party" and together the "Parties".



WHEREAS




(A)   NPS and DRLP3 have entered into an agreement for the sale and assignment of rights
dated as of July 16, 2007 (as such agreement may be amended, modified, supplemented or restated from time to time, the "Purchase
Agreement');


(B)   NPS is the registered proprietor of certain Patents (as defined in the Purchase Agreement) including without
limitation those patents, patent applications and supplementary protection certificates listed in the Schedule to this Agreement (the "Greek
Patents"). NPS is also the proprietor of any related Governmental Authority (as defined in the Purchase Agreement) approvals and agreements
relating to any product that is the subject of any such Greek Patents (the "Related Rights");


(C)   NPS and DRLP3 have also entered, into an agreement, dated as of July. 16, 2007, as general and continuing
collateral security for the due payment and performance of certain Obligations arising pursuant to the Purchase Agreement (as such agreement
may be amended, modified, supplemented or restated from time to time, the "Security Agreement");











(D)   Pursuant to section 3.2(g) of the Purchase Agreement, HPS has agreed to deliver certain conditional assignment agreements to
DRLP3, including this Agreement; 


(E)   This Agreement sets out the terms of the assignment of the Greek Patents, including their Related Rights, by NPS to DRLP3. 



IN CONSIDERATION OF the Parties entering into the Purchase Agreement AND IN
FURTHER CONSIDERATION of the payment by DRLP3 to NPS of US$1 (the receipt and
sufficiency of which is hereby acknowledged), IT IS HEREBY AGREED AS FOLLOWS:


Definitions





	"Event of Default" means a Major Default or a Minor Default;



	"Major Default/' means the occurrence of any one or more of the following events:





	any breach by NPS of any representation or warranty made by NPS in Section
4.1, 4.4, 4.5, 4.6(c), 4.6(d), 4.6(e) or 4.6(f) of the Purchase
Agreement; provided, however, that a breach of Section 4.1(a) or 4.4
of the Purchase Agreement shall not be a Major Default unless such breach results in a Material Adverse Effect;



	any breach by NPS of any of its covenants under Section 7.2(b) of the Purchase. Agreement and such breach shall
continue unremedied for a period of 60 days after written notice thereof; or



	the cessation or threatened cessation by NPS of its business generally or the admission by NPS of its inability to, or
its actual failure to, pay its debts generally, including circumstances where NPS (i) is adjudged bankrupt or insolvent, (ii) makes an assignment in
bankruptcy or Otherwise for the benefit of creditors, (iii) files a petition or proposal under bankruptcy, insolvency or similar legislation, or (iv) has
instituted against it proceedings under bankruptcy,





                                                        2








insolvency or similar legislation including for the appointment of a receiver or trustee;






	"Minor Default" means the occurrence of any one or more of the following events to the extent that it is not a Major
Default:





	the failure of NPS to pay any monetary Obligations within five Business Days of the
date on which such Obligations are due or payable;



	the failure of NPS to perform any non-monetary Obligation or covenant under the Security Agreement or the
Purchase Agreement and such failure shall continue unremedied for a period of 60 days after written notice' thereof; or



	any breach by NPS of any representation or warranty made by NPS in the Purchase Agreement (for certainty,
including without limitation a breach of Section 4.1(a) or 4.4 of the Purchase Agreement if such breach does not result in a Material Adverse
Effect;



	"Obligations" means all indebtedness, liabilities and obligations (whether direct, indirect, absolute, contingent or
otherwise) of NPS to DRLP3 arising pursuant to the Purchase Agreement or the Security Agreement; and



	All other terms used in this Agreement shall have the same meanings as provided for in the Purchase Agreement
and the Security Agreement.


Operative Clauses





	Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest
in the. Greek Patents, including without limitation their Related Rights, to DRLP3.



	Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default.





                                                        3









	If the Event of Default is a Minor Default, the operation of this Agreement shall not
take eff6ct unless or until DRLP3 has first sought to commence legal action to enforce
payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations
of NPS or any judgement obtained pursuant to such action remains Unsatisfied by NPS for more than 15 Business Days after the rendering of
such judgement (without the necessity of appeal from such judgement).



	If an Event Of Default is the result of a breach of representation and warranty by NPS, then the operation of this
Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and
furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach.



	In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any
of the Greek Patents, or any Related Rights, to a third party.



	The consideration for the assignment under clause 1, as agreed by the Parties and provided for. in the Purchase
Agreement and set out above, has already been fully
provided and paid by DRLP3 to NPS, and NPS hereby acknowledges that it has received such price and agrees that
DRLP3 is not required to make any further payment to NPS. The parties agree that the consideration is fair, reasonable and corresponds fully to
the actual value of the assigned Greek Patents, including their Related Rights, and the conditions and prices of the relevant market.



	This Agreement and its assignment shall be recorded on the Greek National Patent Register (O.B.I.). NPS
undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the
enforcement of all formalities required to record this Agreement and its assignment on the Greek National Patent Register (O.B.L) and, where
required, to produce any additional documents that DRLP3 may reasonably require. 



	NPS undertakes, upon the occurrence of an Event of Default, subject to clauses 3 and 4, to cooperate in good faith
with DRLP3, to do all such acts and give any documents


                                                        4







and signatures for the performance and the enforcement of all formalities required to
                        vest title in the Greek Patents, including their Related Rights, in DRLP3 and to record
                   such assignment at the Greek National Patent Register (O.B.I.) and, where required, to produce any documents
confirming that an Event of Default has taken place that DRLP3 may reasonably require. NPS undertakes also to do all such acts and give any
documents and signatures that might be needed in the future for the recording with the Greek National Patent Register (O.B.I.) of this Agreement
with regard to EP 1473040 and EP 073589 upon their granting and validation in Greece.




	NPS hereby authorizes DRLP3, and grants a continuous and irrevocable power of attorney to DRLP3, to take any of
the action referred to above in clauses 7 and 8 on behalf of NPS and in particular (but without limitation) to: (a) do all such acts and give any
documents and signatures on behalf of NPS for the performance and the enforcement of all formalities required to record this Agreement and the
assignment on the Greek National Patent Register (O.B.I.) and, where required, to produce any additional documents on behalf of NPS, (b) to do
all such acts and give any documents and signatures on behalf of NPS ..for the performance and the enforcement of all formalities required to
vest title in the Greek Patents, including their-Related-Rights, in itself (DRLP3) and to record such assignment at the Greek National Patent
Register (O.B.I.) and, where required, to produce and sign on behalf of NPS any documents that be necessary or desirable to
confirm that an Event of Default has taken place, (c) do all such acts and give any documents and signatures that might be needed in the future
for the recording with the Greek National Patent Register (O.B.I.) of this Agreement with regard to any applications comprised in the Greek
Patents upon their granting and validation in Greece, and (d) to carry out all or part of the present power by a substitute.



	NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Greek Patents at the Greek
Patent Office (O.B.I.) and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment
of taxes, renewals and annuity fees.



                                                        5









	This Agreement is governed by and construed in accordance with the laws of the province of Ontario,
and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its
existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals and all
courts competent to hear appeals therefrom.



	NPS and DRLP2 both authorise Christina Panagoulea, Georgia Kotroni and Eleftheria Karabatou of "G.D.
Kallimopoulos, K.Th. Loukopoulos, A.P. Chiotellis Law Firm", residents of Athens, 2 Ypsilantou Str., 106 75 Greece, jointly or each one separately,
submit and record this Agreement at the Greek Patent Office (O.B.I.) and proceed to any action and perform all formalities necessary for
the recording of this Agreement. NPS and DRLP3 hereby ratify and confirm everything whatsoever that said attorney(s) may lawfully do, namely
any actions or omissions and authorize the above attorney(s) to carry out all or part of the present power by a substitute. NPS and DRLP3
appoint said attorney(s) to accept service of documents in Athens.




Date   July 16, 2007



Having read the above, the Parties hereby sign:




                                                        6





























SCHEDULE

The Greek Patents


	
European Patent
	
Greek Patent No.
	


Title


	

Status


	
No.
	 	 	 
	
EP 1079803B
	
GR 3050775
	
"Protein Formulations"
	
Granted

	 	
SPC 8000222
	
"PREOTACT' Active substance
	
Granted

	
EP 1001802B
	
GR 3050819
	
"A COMBINED

PHARMACEUTICS

L PREPARATION

COMPRISING

PARATHYROID

HORMONE AND A

BONE

RESORPTION INHIBITOR"
	
Granted

	
EP0515228B
	
GR 3027113
	
"Essential pure human parathyroid hormone" .
	
Granted

	
EP1473040A
	 	
"Use of human

parathyroid

hormone"
	
Pending

	
EP0735896A
	 	
"PARATHYROID

HORMONE

FORMULATION"
	
Pending

	
EP1687048A
	 	
"Methods of Administering Therapeutic
Injections"
	
Pending

	
SPC 8000222 (filed     on 20 October 2006 with filing      . number 20060800026)
	 	 	
Filed 20 October 2006




   

   

   

   



                                                        8




























                      CONDITIONAL ASSiGNMENT AGKEEMENT




BETWEEN



(1)   NPS ALLELIX CORP., a company incorporated under the laws of Ontario, Canada, whose registered office is at
with address c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 2800,  Commerce Court West, Toronto ON M5L 1A9
Canada(hereinafter "NPS"); and





(2)   DRUG ROYALTY L.P. a Cayman Island limited partnership
incorporated under the laws of the Cayman Islands whose registered office is at M&C Corporate Services Limited, PO Box 309GT, Ugland
House, South Church Street, George Town, Grand Cayman, Cayman Islands (hereinafter "DRLP3").


Each a "Party" and together the "Parties". 


WHEREAS




(A)   NPS and DRLP3 have entered into an agreement for the sale and assignment of rights
dated as of July 16, 2007 (as such agreement may he amended", modified,
supplemented or restated from time to time, the "Purchase Agreement");





(B)   NPS is the registered proprietor of certain Patents (as defined in the Purchase Agreement) including without
limitation those patents, patent applications and SPCs listed in the Schedule to this Agreement (the "Italian Patents"). NPS is also the proprietor
of any related Governmental Authority (as defined in the Purchase Agreement) approvals and agreements relating to any product that is the
subject of any such Italian Patents (the "Related Rights");


(C)   NPS and DRLP3 have also entered into an agreement, dated as of July 16, 2007, as general and continuing
collateral security for the due payment and performance of









certain Obligations arising pursuant to the Purchase Agreement (as such agreement may be amended, modified,
supplemented or restated from time to time, the "Security Agreement');


(D)   Pursuant to section 3.2(g) of the Purchase Agreement, NPS has agreed to deliver certain conditional
assignment agreements to DRLP3, including this Agreement;



(E)    This Agreement sets out the terms of the assignment of the Italian Patents, including their Related Rights, by NPS to DRLP3. 





NOW IT IS HEREBY AGREED AS FOLLOWS:


Definitions





	"Event of Default" means a Major Default or a Minor Default;



	"Major Default" means the occurrence of any one or more of the following events:





	any breach by NPS of any representation or warranty made by NPS in Section 4.1,
4.4, 4.5, 4.6(c), 4.6(d), 4.6(e) or 4.6(f) of the Purchase Agreement; provided, however, that a breach of Section 4.1(a) or 4.4 of the Purchase
Agreement shall not be a Major Default unless such breach results in a Material Adverse Effect; .



	any breach by NPS of any of its covenants under Section 7.2(b) of the Purchase Agreement and such breach shall
continue unremedied for a period of 60 days after written notice thereof; or



	the cessation or threatened cessation by NPS of its business generally or the admission by NPS of its inability to, or
its actual failure to, pay its debts generally, including circumstances where NPS (i) is adjudged bankrupt or insolvent, (ii) makes an assignment in
bankruptcy or otherwise for the benefit of creditors, (iii) fdes a petition or proposal under bankruptcy, insolvency or similar legislation, or (iv) has
instituted against it proceedings under bankruptcy, insolvency or similar legislation including for the appointment of a receiver or
trustee;


                                                        2









	"Minor Default"  means the occurrence of any one or more of the
following events to the extent that it is not a Major Default:





	the failure of NPS to pay any monetary Obligations within five Business Days of the
date on which such Obligations are due or payable;



	the failure of NPS to perform any non-monetary Obligation or covenant under the Security Agreement or the
Purchase Agreement and such failure shall continue unremedied for a period of 60 days after written notice thereof; or



	any breach by NPS of any representation or warranty made by NPS in the Purchase Agreement (for certainty,
including without limitation a breach of Section 4.1(a) or 4.4 of the
Purchase Agreement if such breach does not result in a Material Adverse Effect;





	"Obligations" means all indebtedness, liabilities and obligations (whether direct, indirect, absolute, contingent or
otherwise) of NPS to DRLP3 arising pursuant to the Purchase Agreement or the Security Agreement; and



	All other terms used in this Agreement shall have the same meanings as provided for in the Purchase Agreement
and the Security Agreement



Operative Clauses





	Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest
in the Italian Patents, and including without limitation their Related Rights, to DRLP3.



	Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of
Default.



	If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3
has first sought to commence legal action to enforce



                                                        3







payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations
of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of
such judgement (without the necessity of appeal from such judgement).




	If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this
Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and
furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach.



	In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any
of the Italian Patents, or any Related Rights, to a third party.



	The purchase price for the assignment under clause 1, as agreed by the Parties, is EUR 10,000 less the damages
suffered by DRLP3 due to the Event(s) of Default; DRLP3 shall pay said amount within





	30 days from the date on which the Parties agree in writing the amount of the
damages due by NPS; or



	30 days from the date on which an independent arbitrator, appointed according to the rules of the Italian Civil
Procedure Code, settles the amount of the damages due by NPS.





	This Agreement and its assignment shall be recorded on the Italian National
Patent Register before the payment of the purchase price according to clause 6 above. NPS undertakes to cooperate in good faith with DRLP3,
to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and
record this Agreement and. its assignment on the Italian Patent Office and, where required, to produce any additional documents that DRLP3
may reasonably require, including without limitation, any necessary powers of attorney that may be required by Italian counsel to record the
Agreement. In particular, at the date of execution of this Agreement, NPS undertakes and agrees to execute the attached Simplified Conditional
Assignment Form attached as Annex 1.



                                                        4









	NPS undertakes, upon the occurrence of an Event of Default, subject to clauses 3 and 4, to
Cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all
formalities required to vest title in the Italian Patents, and their Related Rights, in DRLP3 and to perfect and record such assignment at the Italian
Patent Office and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably
require, including without limitation, any necessary powers of attorney that may be required by Italian counsel to record the Agreement In
particular, NPS undertakes and agrees that it will execute the attached Simplified Assignment Form attached as Annex 2.




	NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the
Italian Patents, and their Related Rights, at the Italian Patent Office in the event that NPS fails to do so, including, without limitation, the payment
of taxes, renewals and annuity fees.




	This Agreement is governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including
those concerning its existence, Validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Courts and
Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom.





Date   July 16, 2007



Having read the above, the Parties hereby sign:



                                                        5








































      SCHEDULE

The Italian Patents


	Patent No.


	Subject

	Status


	
EP1079803B
	
Formulation
	
Granted

	
SPCCCPUB2006 934 .
	 	
Granted

	
EP100T802B
	
Dosage Regime
	
Granted

	
EP0515228B
	
PurePTH
	
Granted

	
EP0357391B
	
DNA construct
	
Granted

	
EP1473040A
	
Dosage Regime
	
Pending

	
EP0735896A
	
Formulation
	
Pending

	
EP1687048A
	
Administration Method
	
Pending




   

   

   



                                                        7








                                  ANNEX 1  
    

                    SIMPLIFIED CONDITIONAL ASSIGNMENT FORM


   Between 



NPS Allelix Corp., a company' existing under the laws of the Province of Ontario, "The Vendor"



Drug Royalty L.P. 3, a Cayman Island limited partnership "The Purchaser" (both "The Parties")


                                    WHEREAS


	The Vendor is the registered proprietor of several Patents, as defined in the following Clause b);

	the Patents of which The Vendor grants full ownership, free and clear from any right of third parties, (hereinafter "The Collateral") are listed in
Annex A


	the Purchaser wishes to acquire conditional ownership of The Collateral;




                                    THE PARTIES AGREE AS FOLLOWS





	The Vendor agrees to sell, assign, transfer to The Purchaser all right, title and interest of The Vendor in and to The
Collateral, such that title and ownership of The Collateral shall belong to The Purchaser;


	The Purchaser agrees to purchase from The Vendor all right, title and interest in and to The Collateral for the price
determined according to the criteria set forth in Clause 4 of Ihe Conditional Assignment Agreement signed by The Parties on July 16, 2007 (BUR
10,000 less the sum due to the damages suffered by The Purchaser due to the Event(s) of Default);


	The Vendor shall undertake all such acts, execute all such documents and do all such things that The Purchaser
may request in order to record this Form with the Italian Patent Office.



Date     July 16, 2007

Having read the above, the Parties hereby sign:





NPS ALLELIX CORP.


________________________________

Name:

Title:



   


DRUG ROYALTY L.P. 3,

   by its General Partner

                   DRC MANAGEMENT LLC-3


________________________________

Name: Behzad Khosrowshahi
Title: Manager



                                                        8







                                  ANNEX 2  
    

                    SIMPLIFIED CONDITIONAL ASSIGNMENT FORM


   Between 



NPS Allelix Corp., a company' existing under the laws of the Province of Ontario, "The Vendor"



Drug Royalty L.P. 3, a Cayman Island limited partnership "The Purchaser" (both "The Parties")


                                    WHEREAS



	The Vendor'is the registered proprietor of several Patents, as defined in the following Clause b);

	the Patents of which The Vendor grants full ownership, free and clear from any right of third parties, (hereinafter "The   Collateral") are listed
in Annex A

	the Purchaser wishes to acquire the full ownership of The Collateral;




                                    THE PARTIES AGREE AS FOLLOWS







	The Vendor agrees to sell, assign, transfer to The Purchaser all right, title and interest of The Vendor in and to The
Collateral, such that title and ownership of The Collateral shall belong to The Purchaser from the date of this Simplified Assignment
Form;


	The Purchaser agrees to purchase from The Vendor all right, title and interest in and to The Collateral for the price
determined according to the criteria set forth in Clause 4 of the Conditional Assignment Agreement signed by The Parties on July 16, 2007 (EUR
10,000 less the sum due to the damages suffered by The Purchaser due to the Event(s) of Default);



	The Vendor shall undertake all such acts, execute all such documents and do all such things that The Purchaser
may request in order to record this Form with the Italian Patent Office.



Date     July 16,2007

Having read the above, the Parties hereby sign:





NPS ALLELIX CORP.


________________________________

Name:

Title:



   


DRUG ROYALTY L.P. 3,

   by its General Partner

                   DRC MANAGEMENT LLC-3


________________________________

Name: Behzad Khosrowshahi
Title: Manager



                                                        9











































                  Annex A

The Collateral


	


Patent No.


	

Subject

	

Status


	
EP1079803B
	
Formulation
	
Granted

	
SPCCCPUB2006 934
	 	
Granted

	
EP1001802B
	
Dosage Regime
	
Granted

	
EP0515228B
	
PurePTH
	
Granted

	
EP0357391B
	
DNA construct
	
Granted

	
EP1473040A
	
Dosage Regime
	
Pending

	
EP0735896A
	
Formulation
	
Pending

	
EP1687048A
	
Administration Method
	
Pending




   

   

   

   






















                      CONDITIONAL ASSIGNMENT AGREEMENT



BETWEEN



(1)   NPS ALLELIX CORP., a company incorporated under the laws of Ontario, Canada, with address c/o Blake, Cassels
& Graydon LLP, 199 Bay Street, Suite 2800, Commerce Court West, Toronto ON M5L 1A9 Canada (hereinafter "NPS"); and


(1)   DRUG ROYALTY L.P. 3, a limited partnership incorporated under the laws of the Cayman Islands, whose registered
office is at M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman
Islands (hereinafter "DRLP3").




Each a "Party" and together the "Parties".



WHEREAS



(A)   NPS and DRLP3 have entered into an agreement for the sale and assignment of rights dated as of July 16, 2007 (as
such agreement may be amended, modified, supplemented or restated from time to time, the "Purchase Agreement");


(B)   NPS is the registered proprietor of certain Patents (as defined in the Purchase Agreement) including without
limitation those patents, patent applications and SPCs listed in the Schedule to this Agreement (the "Dutch Patents"). NPS is also the proprietor
of any related Governmental Authority (as defined in the Purchase Agreement) approvals and agreements relating to any product that is the
subject of any such Patents (the "Related Rights");

(C)   NPS and DRLP3 have also entered into an agreement, dated as of July 16; 2007, as general and continuing
collateral security for the due payment and performance of certain Obligations arising pursuant to the Purchase Agreement (as such agreement
may be amended, modified, supplemented or restated from time to time, the "Security Agreement");









(D)   Pursuant to section 3.2(g) of the Purchase Agreement, NPS has agreed to deliver certain conditional assignment agreements to
DRLP3, including this Agreement;


(E)   As further security for compliance with its Obligations under the Purchase Agreement NPS has agreed to grant DRLP3 a right of pledge on
the Dutch Patents;


(F)   This Agreement sets out the terms of the assignment of the Dutch Patents, including their Related Rights,
by NPS to DRLP3.





IN CONSIDERATION OF the Parties entering into the Purchase Agreement AND IN FURTHER CONSIDERATION of
the payment by DRLP3 to NPS of US$1 (the receipt and sufficiency of which is hereby acknowledged), IT IS HEREBY AGREED AS FOLLOWS: 



Definitions





	"Event of Default" means a Major Default or a Minor Default;




	"Major Default" means the occurrence of any one or more of the following events:




	any breach by NPS of any representation or warranty made by NPS in Section 4.1, 4.4, 4.5, 4.6(c), 4.6(d), 4.6(e) or
4.6(f) of the Purchase Agreement; provided, however, that a breach of Section 4.1(a) or 4.4 of the Purchase Agreement shall not be a Major
Default unless such breach results in a Material Adverse Effect;


	any breach by NPS of any of its covenants under Section 7.2(b) of the Purchase Agreement and such breach shall
continue unremedied for a period of 60 days after written notice thereof; or


	the cessation or threatened cessation by NPS of its business generally or the admission by NPS of its inability to, or
its actual failure to, pay its debts generally, including circumstances where NPS (i) is adjudged bankrupt or insolvent, (ii) makes an assignment
in



                                                        2







bankruptcy or otherwise for the benefit of creditors, (iii) files a petition or proposal under bankruptcy, insolvency or similar
legislation, or (iv) has instituted against it proceedings under bankruptcy, insolvency or similar legislation including for the appointment of a
receiver or trustee;





	"Minor Default" means the occurrence of any one or more of the following events to the extent that it is not a
Major Default:




	the failure of NPS to pay any monetary Obligations within five Business Days of the date on which such Obligations
are due or payable;


	the failure of NPS to perform any non-monetary Obligation or covenant under the Security Agreement or the
Purchase Agreement and such failure shall continue unremedied for a period of 60 days after written notice thereof; or


	any breach by NPS of any representation or warranty made by NPS in the Purchase Agreement (for certainty,
including without limitation a breach of Section 4.1(a) or 4.4 of the Purchase
Agreement if such breach does not result in a Material Adverse Effect;



	"Obligations" means all indebtedness, liabilities and obligations (whether direct,
indirect, absolute, contingent or otherwise) of NPS to DRLP3 arising pursuant to the Purchase Agreement or the Security Agreement;
and


	All other terms used in this Agreement shall have the same meanings as provided for in the Purchase Agreement
and the Security Agreement.

                                                        3






Operative Clauses





	Subject to the condition provided for under clause 2 below, NPS hereby assigns all of
its right, title and interest in the Dutch Patents, including without limitation their Related Rights, to DRLP3.



	Subject to clauses 3 and 4, the operation of this assignment under Clause 1 above is subject to the occurrence of an
Event of Default.


	If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3
has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has
not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business
Days after the rendering of such judgement (without the necessity of appeal from such judgement).


	If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this
Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and
furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach.


	In the event that, upon the occurrence of an Event of Default, subject to clauses 2, 3 and 4, for whatever reason the
assignment provided for in Clause 1 above is not valid and/or effective and/or cannot be enforced, NPS shall forfeit a penalty of Euro 1,000,000
to DRLP3 which will become due and payable immediately upon the occurrence of such Event of Default.


	As security for the performance of its monetary Obligations and of the obligation under clause 1 of this deed
(together the "Secured Obligations") NPS as pledgor agrees to grant to DRLP3 as pledgee, and hereby so grants to DRLP3, on the Dutch
Patents a right of pledge ("een pandrecht"), which right of pledge DRLP3 hereby accepts.



                                                        4









	In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or
transfer any of the Dutch Patents, or any Related Rights, to a third party.


	This Agreement and its assignment shall be recorded on the Dutch National Patent Register. NPS undertakes to
cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all
formalities required to perfect and record this Agreement and its assignment on the Dutch National Patent Register and, where required, to
produce any additional documents that DRLP3 may reasonably require.



	In the event that NPS is in default ("verzuim"), as defined in Section 6:81 of the Dutch Civil Code, of
performing one or more of the Secured Obligations, DRLP3 shall be authorised to sell the Dutch Patents or part thereof, in accordance with
Section 3:248 of the Dutch Civil Code, without prejudice to DRLP3's rights under Section 3:251 (1) of the Dutch Civil Code, in order to recover the
proceeds thereof. NPS shall not have the rights under Section 3:251 (1) of the
Dutch Civil Code. DRLP3 does not bear the obligations referred to in Sections 3:249 and 3:252 of the Dutch Civil Code to give notice of an
intended sale or to give notice following a sale,



	NPS undertakes, upon the occurrence of an Event of Default, subject to clauses 3 and 4, to cooperate in good faith
with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to
vest title in the Dutch Patents, including their Related Rights, in DRLP3 and to record such assignment at the Dutch National Patent Register and,
where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. NPS hereby
authorizes DRLP3, and grants irrevocable power of attorney to DRLP3, to take any of the action referred to above on its behalf.



	NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Dutch Patents at the Dutch
Patent Office and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of
taxes, renewals and annuity fees.



                                                        5









	This Agreement is governed by and construed in accordance with the law of the Province of Ontario and the federal
laws of Canada applicable therein, save that Clauses 5, 6 and 9 above are subject to the operation of Dutch law. All disputes arising out of or in
connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive
jurisdiction of the competent courts of the Province of Ontario and all courts competent to hear appeals therefrom, save that the Dutch Courts
shall have exclusive jurisdiction in relation to any such disputes arising out of the operation of Clauses 5, 6 and 9 above.




Date   July 16, 2007


Having read the above, the Parties hereby sign:





NPS ALLELIX CORP.



 /s/ Val R. Antczak    

           Name:  Val R. Antczak    

           Title: Vice President and Secretary  



DRUG ROYALTY L.P. 3,

by its General Partner

DRC MANAGEMENT LLC 3

/s/ Behzad Khosrowshahi   

Name: Behzad Khosrowshahi 
Title: Manager



   






                                                        6







                   SCHEDULE
    

                              The Dutch Patents



	

Patent No.

	

Subject

	

Status


	
EP1079803B
	
Formulation
	
Granted

	
SPC 300243
	
Formulation
	
Granted

	
EP1001802B
	
Dosage Regime
	
Granted

	
EP0515228B
	
Pure PTH
	
Granted

	
EP0357391B
	
DNA construct
	
Granted

	
EP1473040A
	
Dosage Regime
	
Pending

	
EP0735896A
	
Formulation
	
Pending

	
EP1627048A
	
Administration Method
	
Pending




   

   

   

   




                                                        7








                                   CONDITIONAL ASSIGNMENT AGREEMENT




BETWEEN



(1)   NPS ALLELLX CORP., a company incorporated under the laws of Ontario, Canada, whose registered office is at with
address c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 2800, Commerce Court West, Toronto ON M5L 1A9 Canada(hereinafter "NPS"); and


(2)   DRUG ROYALTY L.P. 3, a limited partnership incorporated under the laws of the Cayman Islands, whose registered
office is at M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman
Islands (hereinafter "DRLP3").




Each a "Party" and together the "Parties".



WHEREAS




(A) NPS and DRLP3 have entered into an agreement for the sale and assignment of rights
dated as of July 16, 2007 (as such agreement may be amended, modified, supplemented or restated from time to time, the "Purchase
Agreement");



(B) NPS is the registered proprietor of certain Patents (as defined in the Purchase
Agreement) including without limitation those patents, patent applications and SPCs listed in the Schedule to this Agreement (the "Spanish
Patents"). NPS is also the proprietor of any related Governmental Authority (as defined in the Purchase Agreement) approvals and agreements
relating to any product that is the subject of any such Spanish Patents (the "Related Rights");


(C) NPS and DRLP3 have also entered into an agreement, dated as of July 16, 2007, as
general and continuing collateral security for the due payment and performance of certain Obligations arising pursuant to the Purchase
Agreement (as such agreement may









be amended, modified, supplemented or restated from time to time, the "Security Agreement");


(D) Pursuant to section 3.2(g) of the Purchase Agreement, NPS has agreed to deliver certain conditional assignment agreements to DRLP3,
including this Agreement;


(E) This Agreement sets out the terms of the assignment of the Applications, including then Related Rights, by NPS to DRLP3.



IN CONSIDERATION OF the Parties entering into the Purchase Agreement AND IN FURTHER CONSIDERATION of
the payment to be made by DRLP3 to NPS pursuant to clause 6 below (the receipt and sufficiency of which is hereby acknowledged), IT IS HEREBY AGREED AS FOLLOWS: 


Definitions





	"Event of Default" means a Major Default or a Minor Default;



	"Major Default" means the occurrence of any one or more of the following events:





	any breach by NPS of any representation or warranty made by NPS in Section 4.1,
4.4, 4.5, 4.6(c), 4.6(d), 4.6(e) or 4.6(f) of the Purchase Agreement; provided, however, that a breach of Section 4.1(a) or 4.4 of the Purchase
Agreement shall not be a Major Default unless such breach results in a Material Adverse;



	any breach by NPS of any of its covenants under Section 7.2(b) of the Purchase Agreement and such breach shall
continue unremedied for a period of 60 days after written notice thereof; or



	the cessation or threatened cessation by NPS of its business generally or the admission by NPS of its inability to, or
its actual failure to, pay its debts generally, including circumstances where NPS (i) is adjudged bankrupt or insolvent, (ii) makes an assignment in
bankruptcy or otherwise for the benefit of creditors, (iii) files a petition or proposal under bankruptcy, insolvency or similar legislation, or




                                                        2








(iv) has instituted against it proceedings under bankruptcy, insolvency or similar legislation mcluding for the appointment
of a receiver or trustee;







	"Minor Default" means the occurrence of any one or more of the following events to the extent that it is not a
Major Default:




	the failure of NPS to pay any monetary Obligations within five Business Days of the date on which such Obligations
are due or payable;


	the failure of NPS to perform any non-monetary Obligation or covenant under the Security Agreement or the
Purchase Agreement and such failure shall continue unremedied for a period of 60 days after written notice thereof; or


	any breach by NPS of any representation or warranty made by NPS in the Purchase Agreement (for certainty,
including without limitation a breach of Section 4.1(a) or 4.4 of the Purchase Agreement if such breach does not result in a Material Adverse
Effect;





	"Obligations" means all indebtedness, liabilities and obligations (whether
direct,
indirect, absolute, contingent or otherwise) of NPS to DRLP3 arising pursuant to the
Purchase Agreement or the Security Agreement; and





	All other terms used in this Agreement shall have the same meanings as provided for
in the Purchase Agreement and the Security Agreement.



Operative Clauses





	Subject to the condition provided for under clause 2 below, NPS hereby assigns all of
its right, title and interest in the Spanish Patents, and including without limitation their Related Rights, to DRLP3.



	Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of
Default.




                                                        3









	If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or
until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under
such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more
than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement).


	If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this
Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and
furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach.


	In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any
of the Spanish Patents, or any Related Rights, to a third party.


	The purchase price for the assignment under clause 1, as agreed by the Parties, is 3000 Euros, which DRLP3 pays
in advance to NPS, and NPS hereby acknowledges that it has received such amount and agrees that DRLP3 is not required to make any further
payment to NPS.


	This Agreement shall be raised to a public deed before a Spanish Notary Public and, subject to clauses 3 and 4, its
assignment shall be recorded on the Spanish National Patent Register upon the occurrence of an Event of Default. NPS undertakes, to
cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all
formalities required to perfect and record this Agreement and its assignment on the Spanish National Patent Register and, where required, to
produce any additional documents that DRLP3 may reasonably require. Without prejudice to the generality of the foregoing, NPS agrees that it
will within 60 days of the execution of this Agreement execute any necessary powers of attorney that may be required by Spanish counsel to
record this Agreement at the Spanish National Patent Office. Further, to the extent that the parties fail to execute a mortgage granting DRLP3 a
security interest over the Spanish Patents when


                                                        4







this Agreement is executed, NPS agrees that it will execute such an agreement within the said 60 day period.



In relation to the above, NPS irrevocably empowers DRLP3 to appear before a Spanish
notary public to execute any document and to comply with any formality necessary to have the assignment regulated hereby fully effective,
subject to clauses 3 and 4, once an Event of Default has occurred.




	NPS undertakes, upon the occurrence of an Event of Default, subject to clauses 3 and 4, to cooperate in good faith
with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to
vest title in the Spanish Patents in DRLP3 and to record such assignment at the Spanish National Patent Register and, where required, to
produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require.



	NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Spanish Patents, and their
Related Rights, at the Spanish Patent Office in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and
annuity fees.



	This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein.. All disputes arising out or in connection with this Agreement including those concerning its existence, validity,
interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals Ontario and all courts
competent to hear appeals therefrom.




Date   July 16,2007



Having read the above, the Parties hereby sign:


                                                        5







NPS ALLELIX CORP.



 /s/ Val R. Antczak    

           Name:  Val R. Antczak    

           Title: Vice President and Secretary  



DRUG ROYALTY L.P. 3,

by its General Partner

DRC MANAGEMENT LLC 3

/s/ Behzad Khosrowshahi   

Name: Behzad Khosrowshahi 
Title: Manager



   

   

   






                                                        6







                                 SCHEDULE
     

             The Spanish Patents



	Patent No.

	Subject

	Status


	
EP1079803B
	
Formulation
	
Granted

	
SPC 200600034
	
Formulation
	
Granted

	
EP1001802B
	
Dosage Regime
	
Granted

	
EP0515228B
	
Pure PTH
	
Granted

	
EP0357391B
	
DNA construct
	
Granted

	
EP1473040A
	
Dosage Regime
	
Pending

	
EP0735896A
	
Formulation
	
Pending

	
EP1687048A
	
Administration Regime
	
Pending




   

   

   

   




                                                        7






   

   

   

   

   

   

   

   




      PATENT MORTGAGE - OUTSTANDING 



   

   

   

   

   

   

   

   











                                                      POWER OF ATTORNEY

In the city of Salt Lake City, Utah, USA, on September, 2007.



BEFORE ME

Ms. Leslie Lancaster, Notary Public living and practicing in said city and duly entitled to formalise
public deeds.


APPEARS



Mr. Barton W. Giddings, of legal age, married, of USA citizenship, with professional
domicile at Salt Lake City, Utah, USA, with USA passport number 056408123, in force.


ACTS


In the name and on behalf of NPS

ALLELIX CORP. a company duly incorporated and in existence in accordance with the laws of the
Province of Ontario, with registered offices at c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 2800, Commerce Court West, Toronto
ON M5L 1A9 Canada and registered with the Ontario Ministry of Government Services under number 00138941
(the "Grantor"), who is duly empowered to grant this power of attorney on behalf
of the Grantor.

He is duly empowered for this act by virtue of his appointment as Assistant Corporate Secretary.


He has to my own judgement the necessary legal capacity for executing the present and for this purpose,


GRANTS



A power of attorney as broad and sufficient as required by law in favour of:





	Mr. Fernando de las Cuevas Castresana, of legal age, a Spanish citizen,.. married, lawyer, with professional domicile at Paseo de la Castellana
216, Madrid, Spain and National Identity Card number 42.936.545-F, in force;


	Mr. Ralph Smith, of legal age, a British citizen, married, lawyer, with
professional domicile at Paseo de la Castellana 216, Madrid, Spain and holders of British passport number 704620075;


	Mr. Francisco Gil Duran, of legal age, a Spanish citizen, married, lawyer, with professional domicile at Paseo de la
Castellana 216, Madrid, Spain and National Identity Card number 5.405.248-H, in force;













	Ms. Valentina Rodriguez Hernandez, of legal age, a Venezuelan citizen, married, lawyer, with professional domicile at
Paseo de la Castellana 216, Madrid, Spain and Residence Permit number X-2868095-H, in force; and


	Ms. Alejandra Huidobro Andueza, of legal age, a Spanish citizen, single, lawyer, with professional domicile at Paseo de
la Castellana 216, Madrid, Spain and National Identity Card number 2.912.275-S, in force.



so that any one of them, acting individually, in the name and on behalf of the Grantor and empowered hereby to totally or
partially appoint their substitutes, may:




	Perform whatsoever acts and execute whatsoever public or private documents are necessary in order to constitute,
create, modify, enforce and register in favor of DRUG ROYALTY L.P. 3, any patent mortgages, in any terms and conditions deemed appropriate,
over the Spanish part of any of the following patents:

	European Patent number 99917715 (1079803).
	European Patent number 98929965.6 (1001802).
	European Patent number 92304692.4 (0515228).
	European Patent number 89308753.6 (0357391).
	European Patent number 4017622.4 (1473040).
	European Patent number 95903732.6 (0735896).
	European Patent number 04795465.6 (1687048).





	To appear before a Spanish notary public to execute a conditional assignment agreement (substantially in the form of the
draft attached to this power of attorney) for the transfer, subject to condition precedent, of the patents identified in point 1 above, and to execute any
kind of document and to comply any formality necessary to formalize satisfaction of the abovementioned condition precedent and the full effect of the
transfer of the patents listed in point 1 above.


	Carry out, likewise, whatsoever related or complementary acts as may be necessary -including the execution of whatever
document in order to authorize the registration of the documents referred to in points 1 and 2 above with the corresponding Movable Goods Registry,
the Spanish Patents*, and Trademarks Office and/or any other relevant registry and filing of tax liquidations- for the fullest execution of the mandate
received and to sign whatsoever public or private documents which may be necessary or appropriate to exercise the powers contained herein,
including, if necessary, deeds of correction of possible errors.

IN WITNESS WHEREOF, the
Grantor, having been informed of the content of this public deed of power of attorney, approves and signs it with me, the Notary Public, having
complied with all the formalities required by applicable law where this power of attorney is granted.




                                                        2





























POWER OF ATTORNEY


In the city of Toronto, Canada, on July 16, 2007.


BEFORE ME


Mr. Michael Uster, Notary Public living and practicing in said city and duly entitled to formalise public deeds.


APPEARS



Mr. Bezhad Khosrowshahi, of legal age, married, of Canadian citizenship,
with professional domicile at Royal Bank Plaza, Suite 3120, South Tower, Box 122, 200 Bay St., Toronto, Ontario Canada M5J 2J3, with Canadian
passport number BA002202, in force.


ACTS



In the name and on behalf of DRUG ROYALTY L.P. 3,
a Cayman Island limited partnership existing under the laws of the Cayman
Islands whose registered office is at M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands, who is duly empowered to grant this power of attorney on behalf of the Grantor.


He is duly empowered for this act by virtue of him being the Manager of the Grantor's General Partner, DRC Management
LLC3.

He has to my own judgement the necessary legal capacity for executing the present and for this purpose,


GRANTS



A power of attorney as broad and sufficient as required by law in favour of:




	Mr. Fernando de las Cuevas Castresana, of legal age, a Spanish citizen, married, lawyer, with professional domicile at
Paseo de la Castellana 216, Madrid, Spain and National Identity Card number 42.936.545-F, in force;


	Mr. Ralph Smith, of legal, age, a British citizen, married, lawyer, with professional domicile at Paseo de la Castellana
216, Madrid, Spain and holders of British passport number 704620075;


	Mr. Francisco Gil Duran, of legal age, a Spanish citizen, married, lawyer, with professional domicile at Paseo de la
Castellana 216, Madrid, Spain and National Identity Card number 5.405.248-H, in force;












	Ms. Valentina Rodriguez Hernandez, of legal age, a Venezuelan citizen,
married, lawyer, with professional domicile at Paseo de la Castellana 216, Madrid, Spain and Residence Permit number X-2868095-H, in force;
and


	Ms. Alexandra Huidobro Andueza> of legal age, a Spanish citizen, single, lawyer, with professional domicile at Paseo
de la Castellana 216, Madrid, Spain and National Identity Card number 2.912.275-S, in force.




so that any one of them, acting individually, in the name and on behalf of the Grantor
and empowered hereby to totally or partially appoint their substitutes, may:




	Perform whatsoever acts and execute whatsoever public or private documents are necessary in order to accept, modify,
enforce and register, in favor of the Grantor, any patent mortgages, in any terms and conditions deemed appropriate, over the Spanish part of any of
the following patents:

	European Patent number 99917715 (1079803).
	European Patent number 98929965.6 (1001802).
	European Patent number 92304692.4 (0515228).
	European Patent number 89308753.6 (0357391).
	European Patent number 4017622.4 (1473040).
	European Patent number 95903732.6 (0735896).
	European Patent number 04795465.6 (1687048).





	To appear before a Spanish notary public to execute a conditional assignment agreement (substantially in the form of the
draft attached to this power of attorney) for the acquisition, subject to condition precedent, of the patents identified in point 1 above, and to execute
any kind of document and to comply any formality necessary to formalize satisfaction of the abovementioned condition precedent and the full effect of
the transfer of the patents listed in point 1 above.


	Carry out, likewise, whatsoever related or complementary acts as may be necessary - including the execution of whatever
document in order to register the documents referred to in points 1 and 2
with the corresponding Movable Goods Registry, the Spanish Patents and Trademarks Office and/or any other relevant registry and filing of tax
liquidations - for the fullest execution of the mandate received and to sign whatsoever public or private documents which may be necessary or
appropriate to exercise the powers contained herein, including, if necessary, deeds of correction of possible errors.

IN WITNESS WHEREOF, the
Grantor, having been informed of the content of this public deed of power of attorney, approves and signs it with me, the Notary Public, having
complied with all the formalities required by applicable law where this power of attorney is granted.



ATTESTATION OF THE NOTARY


I, the Notary Public, hereby certify and attest as follows:











	That the Grantor Is a Cayman Islands limited partnership existing under the laws of the Cayman Islands and complies
with all legal conditions required by the laws of the Cayman Islands to continue its commercial activities and perform its corporate purpose;
and


	That the appearer, whose personal particulars I know from his statements and from his personal documentation in force
which he shows to me, and who signed in my presence this Power of Attorney, in the capacity in which he acts, is duly authorised and has the
necessary legal capacity to execute this instrument in the name and on behalf of the Grantor according to the Laws of the Cayman Islands and
pursuant to its by-laws and to his appointment as of the Grantor's General Partner, Manager of DRC Management, LLC3; and


	That in the execution of this Public Instrument, all the formalities and solemnities required by the Laws in force in the
Cayman Islands, the place of the execution of the same, regarding this class of document, have been complied with.

SIGNATURE of 

DRUG ROYALTY L.P. 3,

by its General Partner

DRC MANAGEMENT LLC 3

/s/ Behzad Khosrowshahi   

Name: Behzad Khosrowshahi 
Title: Manager




________________________________

[*]  


SIGNATURE of the NOTORARY PUBLIC: 



 /s/ Michael Uster

 Michael Uster 








   

   

   

   




POWER OF ATTORNEY OF
NYCOMED DANMARK ApS - OUTSTANDING


   

   

   

   










CONDITIONAL ASSIGNMENT AGREEMENT








BETWEEN




(1)   NPS ALLELIX CORP., a company incorporated under the laws of Ontario, Canada, whose registered office is at with
address c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 2800, Commerce Court West, Toronto ON M5L 1A9 Canada(hereinafter "NPS"); and


(2)   DRUG ROYALTY L.P. 3, a Cayman Island
limited partnership incorporated under the laws of the Cayman Islands whose registered office is at M&C Corporate Services Limited, PO Box
309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (hereinafter "DRLP3").




Each a "Party" and together the "Parties".




WHEREAS



(A)   NPS and DRLP3 have entered into an agreement for the sale and assignment of
rights
dated as of July 16, 2007 (as such agreement may be amended, modified, supplemented
or restated from time to time, the "Purchase Agreement");




(B)   NPS is the registered proprietor of certain Patents (as defined in the Purchase Agreement) including without limitation
those patents, patent applications and SPCs listed in the Schedule to this Agreement (the "United Kingdom Patents"). NPS is also the proprietor of
any related Governmental Authority (as defined in the Purchase Agreement) approvals and agreements relating to any product that is the subject of
any such United Kingdom Patents (the "Related Rights");

(C)   NPS and DRLP3 have also entered into an agreement, dated as of July 16, 2007, as general and continuing collateral
security for the due payment and performance of certain Obligations arising pursuant to the Purchase Agreement (as such agreement
may










be amended, modified, supplemented or restated from time to time, the "Security Agreement");


(D)   Pursuant to section 3.2(g) of the Purchase Agreement, NPS has agreed to deliver

certain conditional assignment agreements to DRLP3, including this Agreement;



(E)   This Agreement sets out the terms of the assignment of the United Kingdom Patents,

including their Related Rights, by NPS to DRLP3.




IN CONSIDERATION OF the Parties entering into the Purchase Agreement AND IN FURTHER CONSIDERATION of the payment by
DRLP3 to NPS of US$1 (the receipt and sufficiency of which is hereby acknowledged), IT IS HEREBY AGREED AS FOLLOWS:


Definitions





	"Event of Default" means a Major Default or a Minor Default;



	"Major Default" means the occurrence of any one or more of the following events:





	any breach by NPS of any representation or warranty made by NPS in Section 4.1, 4.4,
4.5, 4.6(c), 4.6(d), 4.6(e) or 4.6(f) of the Purchase Agreement; provided, however, that a breach of Section 4.1 (a) or 4.4 of the Purchase Agreement
shall not be a Major Default unless such breach results in a Material Adverse Effect;



	any breach by NPS of any of its covenants under Section 7.2(b) of the Purchase Agreement and such breach shall
continue unremedied for a period of 60 days after written notice thereof; or



	the cessation or threatened cessation by NPS of its business generally or the admission by NPS of its inability to, or its
actual failure to, pay its debts generally, including circumstances where NPS (i) is adjudged bankrupt or insolvent, (ii) makes an assignment in
bankruptcy or otherwise for the benefit of creditors, (iii) files a petition or proposal under bankruptcy, insolvency or similar legislation,
or




                                                        2








(iv) has instituted against it proceedings under bankruptcy, insolvency or similar legislation
including for the appointment of a receiver or trustee;








	"Minor Default" means the occurrence of any one or more of the following events to the extent that it is not a Major
Default:





	the failure of NPS to pay any monetary Obligations within five Business Days of the date
on which such Obligations are due or payable;


	the failure of NPS to perform any non-monetary Obligation or covenant under the Security Agreement or the Purchase
Agreement and such failure shall continue unremedied for a period of 60 days after written notice thereof; or



	any breach by NPS of any representation or warranty made by NPS in the Purchase Agreement (for certainty, including
without limitation a breach of Section 4.1 (a) or 4.4 of the Purchase Agreement if such breach does not result in a Material Adverse
Effect;





	"Obligations" means all indebtedness, liabilities and obligations (whether direct, indirect, absolute, contingent or
otherwise) of NPS to DRLP3 arising pursuant to the Purchase Agreement or the Security Agreement; and



	All other terms used in this Agreement shall have the same meanings as provided for in the Purchase Agreement and
the Security Agreement.


Operative Clauses




	Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its
right, title and interest in the United Kingdom Patents, including without limitation their Related Rights, to DRLP3.


	Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default.




                                                        3









	If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until
DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action
has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business
Days after the rendering of such judgement (without the necessity of appeal from such judgement).


	If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this
Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore
shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach.


	In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of
the United Kingdom Patents, or any Related Rights, to a third party.


	This Agreement and its assignment shall be recorded on the United Kingdom National Patent Register. NPS undertakes,
to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all
formalities required to perfect and record this Agreement and its assignment on the United Kingdom National Patent Register and, where required, to
produce any additional documents that DRLP3 may reasonably require.


	NPS undertakes, upon the occurrence of an Event of Default, subject to clauses 3 and 4, to cooperate in good faith with
DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in
the United Kingdom Patents, including their Related Rights, in DRLP3 and to record such assignment at the United Kingdom National Patent
Register and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably
require.


	NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the United Kingdom Patents at the
United Kingdom Patent Office and for the maintenance




                                                        4








of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. 




	This Agreement is governed by and construed
in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection
with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the
competent Courts and Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom.



Date   July 16, 2007


Having read the above, the Parties hereby sign:





NPS ALLELIX CORP.



 /s/ Val R. Antczak    

           Name:  Val R. Antczak    

           Title: Vice President and Secretary  



DRUG ROYALTY L.P. 3,

by its General Partner

DRC MANAGEMENT LLC 3

/s/ Behzad Khosrowshahi   

Name: Behzad Khosrowshahi 
Title: Manager



                                                        5









                                            SCHEDULE
 

                                                The United Kingdom Patents



	

Patent No.

	

Subject

	

Status


	
EP1079803B
	
Formulation
	
Granted

	
SPC/GB06/035
	
Formulation
	
Granted

	
EP1001802B
	
Dosage Regime
	
Granted

	
EP0515228B
	
Pure PTH
	
Granted

	
EP0357391B
	
DNA construct
	
Granted

	
EP1473040A
	
Dosage Regime
	
Pending

	
EP0735896A
	
Formulation
	
Pending

	
EP1687048A
	
Administration Method
	
Pending




   

   

   

   

   




                                                        6



























                                              CONDITIONAL ASSIGNMENT AGREEMENT



BETWEEN



(1)   NPS ALLELIX CORP., a company incorporated under the laws of Ontario, Canada, whose registered office is at c/o
Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 2800, Commerce Court West, Toronto ON M5L 1A9 Canada (hereinafter "NPS");
and


(2)   DRUG ROYALTY L.P. 3, a limited partnership incorporated under the laws of the Cayman Islands, whose registered
office is at M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman
Islands (hereinafter "DRLP3").




Each a "Party" and together the "Parties".



WHEREAS



(A)   NPS and DRLP3 have entered into an agreement for the sale and assignment of rights dated as of July 16, 2007 (as
such agreement may be amended, modified, supplemented or restated from time to time, the "Purchase Agreement");


(B)   NPS is the registered proprietor of certain Patents (as defined in the Purchase Agreement) including without limitation
those patent applications listed in the Schedule to this Agreement (the "Applications"). NPS is also the proprietor of any related Governmental
Authority (as defined in the Purchase Agreement) approvals and agreements relating to any product that is the subject of any such Applications (the
"Related Rights");


(C)   NPS and DRLP3 have also entered into an agreement, dated as of July 16, 2007, as general and continuing collateral
security for the due payment and performance of certain Obligations arising pursuant to the Purchase Agreement (as such agreement may be
amended, modified, supplemented or restated from time to time, the "Security Agreement");










(D)   Pursuant to section 3.2(g) of the Purchase Agreement, NPS has agreed to deliver certain conditional assignment agreements to
DRLP3, including this Agreement;

(E)   This Agreement sets out the terms of the assignment of the Applications, including their Related Rights, by NPS to DRLP3.



IN CONSIDERATION OF the Parties entering into the Purchase Agreement AND IN
FURTHER CONSIDERATION of the payment by DRLP3 to NPS of US$1 (the receipt and sufficiency of which is hereby acknowledged), IT IS
HEREBY AGREED AS FOLLOWS:-


Definitions




	"Event of Default" means a Major Default or a Minor Default;


	"Major Default" means the occurrence of any one or more of the following events:





	any breach by NPS of any representation or warranty made by NPS in Section 4.1, 4.4,
4.5, 4.6(c), 4.6(d), 4.6(e) or 4.6(f) of the Purchase Agreement; provided, however, that a breach of Section 4.1(a) or 4.4 of the Purchase Agreement
shall not be a Major Default unless such breach results in a Material Adverse Effect;



	any breach by NPS of any of its covenants under Section 7.2(b) of the Purchase Agreement and such breach shall
continue unremedied for a period of 60 days after written notice thereof; or


	the cessation or threatened cessation by NPS of its business generally or the admission by NPS of its inability to, or its
actual failure to, pay its debts generally, including circumstances where NPS (i) is adjudged bankrupt or insolvent, (ii) makes an assignment in
bankruptcy or otherwise for the benefit of creditors, (iii) files a petition or proposal under bankruptcy, insolvency or similar legislation, or (iv) has
instituted against it proceedings under bankruptcy, insolvency or similar legislation including for the appointment of a receiver or
trustee;




                                                        2









	"Minor Default" means the occurrence of any one or more of the following events to the extent that it is not a Major
Default:





	the failure of NPS to pay any monetary Obligations within five Business Days of the date
on which such Obligations are due or payable;



	the failure of NPS to perform any non-monetary Obligation or covenant under the Security Agreement or the Purchase
Agreement and such failure shall continue unremedied for a period of 60 days after written notice thereof; or



	any breach by NPS of any representation or warranty made by NPS in the Purchase Agreement (for certainty, including
without limitation a breach of Section 4.1 (a) or 4.4 of the Purchase Agreement if such breach does not result in a Material Adverse
Effect;





	"Obligations" means all indebtedness, liabilities and obligations (whether direct, indirect, absolute, contingent or
otherwise) of NPS to DRLP3 arising pursuant to the Purchase Agreement or the Security Agreement; and


	All other terms used in this Agreement shall have the same meanings as provided for in the Purchase Agreement and
the Security Agreement.



Operative Clauses





	Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in
the Applications, with respect to all confracting states designated in each of the Applications, and including without limitation their Related Rights, to
DRLP3.


	Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default.




                                                        3









	If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until
DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action
has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business
Days after the rendering of such judgement (without the necessity of appeal from such judgement).


	If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this
Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore
shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach.


	In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of
the Applications, or any Related Rights, to a third party.


	This Agreement and its assignment shall be recorded with the European Patent Office (and, if DRLP3 so requests, the
national patent offices of any relevant contracting state). NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any
documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and its
assignment with the European Patent Office and/or national patent offices and, where required, to produce any additional documents that DRLP3
may reasonably require.


	NPS undertakes, upon the occurrence of an Event of Default,, subject to clauses 3 and 4, to cooperate in good faith with
DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in
the Applications, including their Related Rights, in DRLP3 and to record such assignment with the European Patent Office (and, if DRLP3 so
requests, the national patent offices of any relevant contracting state) and, where required, to produce any documents confirming that an Event of
Default has taken place that DRLP3 may reasonably require.




                                                        4









	NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Applications with the European
Patent Office (and, if relevant, the national patent offices of any relevant contracting state) and for the maintenance of the Related Rights in the event
that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees.



	This Agreement is governed by and construed in accordance with the laws of the Province
of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning
its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Courts and Tribunals of the Province
of Ontario and all courts competent to hear appeals therefrom.




Date   July 16, 2007


Having read the above, the Parties hereby sign:





NPS ALLELIX CORP.



 /s/ Val R. Antczak    

           Name:  Val R. Antczak    

           Title: Vice President and Secretary  



DRUG ROYALTY L.P. 3,

by its General Partner

DRC MANAGEMENT LLC 3

/s/ Behzad Khosrowshahi   

Name: Behzad Khosrowshahi 
Title: Manager



                                                        5








                        SCHEDULE

The Applications


	
Application No
	
Subject
	
Status

	
EP1473040A
	
Dosage Regime
	
Pending

	
EP0735896A
	
Formulation
	
Pending

	
EP1687048A
	
Adminstration Method
	
Pending




 

 











Exhibit B


Patent Filings

 

[See attached.]

 

 

 































                                      PATENT SECURITY AGREEMENT



THIS PATENT SECURITY AGREEMENT is made as of December 20, 2013,


BETWEEN:



NPS PHARMACEUTICALS, INC.,

   a corporation existing under the laws of the State of Delaware


(collectively with its successors and permitted assigns, "Debtor"),



 - and - 





DRUG ROYALTY L.P. 3,

   a Cayman Islands limited partnership


(collectively with its successors and permitted assigns, "Secured Party").







WHEREAS Secured Party and Debtor have entered into an Amended and Restated Security Agreement dated as of
December 20, 2013 (as such agreement may be amended, modified, supplemented or restated from time to time, the "Security Agreement"); and


WHEREAS pursuant to the Security Agreement, Debtor has granted to Secured Party a security interest in, among other
assets, certain intellectual property of Debtor, and Debtor has agreed to execute this Patent Security Agreement for recording with the United
States Patent and Trademark Office;


NOW THEREFORE in consideration of the respective covenants, promises and agreements of the parties herein
contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the
parties agree as follows:





	Grant of Security Interest

As general and continuing collateral security for the due payment and performance of the Obligations (as such
term is defined in the Security Agreement), Debtor hereby pledges, mortgages, charges and assigns (by way of security) to Secured Party, and
grants to Secured Party, a security interest in, the patents described in Schedule A hereto (as such Schedule may be amended from time
to time) and all reissues, divisions, continuations, continuations-in-part, extensions, renewals and re-examinations thereof (collectively, the
"Patents").











	Recordation

Debtor authorizes and requests that the United States Patent and Trademark Office record this Patent Security
Agreement.



	Paramountry of Security Agreement

This Patent Security Agreement is being entered into in accordance with the terms of the Security Agreement.
Debtor hereby acknowledges and affirms that the rights and remedies of Secured Party with respect to the security interest in the Patents made
and granted hereby are more fully specified in the Security Agreement, the terms and provisions of which are incorporated by reference herein. In
the event of a conflict between any provision of this Patent Security Agreement and any provision of the Security Agreement, the provision of the
Security Agreement shall control.



	Termination

This Patent Security Agreement shall terminate and all rights in the Patents shall revert to Debtor upon the
termination of the Security Agreement, including termination of the Security Agreement in part, with respect to the Additional Collateral (as such
term is defined in the Security Agreement), in accordance with the terms thereof.



	Successors and Assigns

This Patent Security Agreement shall inure to the benefit of and shall be binding on and enforceable by and
against the parties hereto and their respective successors and permitted assigns under the Security Agreement.



	Applicable Law

This Patent Security Agreement shall be governed by, and interpreted and enforced in accordance with, the laws
of the State of New York and the federal laws of the United States applicable therein, without giving effect to the principles of conflicts of law
thereof except as set forth in Section 5-1401 of the New York General Obligations Law.



	Execution in Counterparts and Facsimile Delivery

This Patent Security Agreement may be executed in one or more counterparts, all of which when taken together
constitute one and the same agreement.


[Signature Page Follows]












IN WITNESS WHEREOF the parties have executed this Patent Security Agreement.



	

NPS Pharmaceuticals, Inc.
550 Hills Drive, 3rd Floor
Bedminster, New Jersey 07921
United States of America

Attention of:  General Counsel
Fax No.: (908)450-5344
E-mail: estratemeier@npsp.com

	

NPS PHARMACEUTICALS, INC. 

    
     
     
     
     

By /s/ Luke Beshar 

Name: Luke Beshar  

Title: EVP and CFO





   


	

Drug Royalty L.P. 3
c/o DRI Capital Inc.
22 St. Clair Avenue East
Suite 200

   Toronto ON M4T 2S5

Attention of:  Behzad Khosrowshahi

Fax No.:       (416) 863-5161

E-mail: DRInotices@dricapital.com

	

DRUG ROYALTY L.P. 3 

    
     
     
     
 by its General Partner, DRC
 Management LLC 3

By /s/ Behzad Khosrowshahi 

Name: Behzad Khosrowshahi  

Title: Manager





 

 

 



Patent Security Agreement - Signature Page












SCHEDULE A

PATENTS




	

Country

	
Filing Date
	
Serial No.
	

Issue Date

	

Patent No.

	
Expiry Date

	
U.S.
	
23 May '91
	
07/707114
	
4 May '93
	
5,208,041
	
23 May'11

	
U.S.
	
23 Dec '93
	
08/172,206
	
5 March '96
	
5,496,801
	
23 Dec'13

	
U.S.
	
14 Aug '98
	
09/125,247
	
4 Sep '01
	
6,284,730
	
8 June'18

	
U.S. Div Con
	
18 March'03
	
10/389,797
	
28 March '06
	
7,018,982
	
8 June'18

	
U.S.Div Con 2
	
19 Dec'05
	
11/305,339
	
24 March '09
	
7,507,715
	
8 June'18

	
U.S.Div
	
9 Jan '09
	
12/351,558
	
6 July'10
	
7,749,543
	
8 June '18

	
U.S.Div
	
23 June'10
	
12/822,089
	
10 April '12
	
8,153,588
	
8 June'18

	
U.S.Div
	
24 Feb'12
	
13/405,093
	 	
(2012/0148684)
	 
	
U.S.
	
15 Oct. '04
	
10/966,364
	
4 May '10
	
7,708,732
	
11 May'27