Security Agreement



 Exhibit 10.2 
 SECURITY AGREEMENT 
 THIS SECURITY AGREEMENT is made as of the 29th day of September, 2006 between Drug Royalty Trust 9, a Delaware trust acting through its manager (“Secured Party”), located in care
of Drug Royalty Corporation Inc. in its capacity as manager, at Royal Bank Plaza, Suite 3120, South Tower, Box 122, 200 Bay Street, Toronto, ON M5J 2J3, Canada, and Epoch Biosciences, Inc., a corporation organized and existing under the laws of the
State of Delaware (“Debtor”), with its principal executive offices at 10398 Pacific Center Court, San Diego, CA 92121. 
 WHEREAS Secured Party and Debtor have entered into a Royalty Interest Assignment Agreement as of the date hereof (as such agreement may be amended or supplemented from time to time, the “Assignment Agreement”); 

AND WHEREAS this Agreement is entered into pursuant to Section 7.2(c) of the Assignment Agreement; 
 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: 
 ARTICLE 11 
 INTERPRETATION 
  

	11.1	Defined Terms 

 Capitalized terms that are
defined in the Assignment Agreement and not otherwise defined herein have, unless the context otherwise requires, the respective meanings given to them in the Assignment Agreement and, in addition, the following terms have the following meanings
(and grammatical variations of such terms shall have corresponding meanings): 
 “Agreement” means this Security Agreement,
the recitals, all attached exhibits and schedules, and any agreement, exhibit or schedule supplementing or amending this Agreement. 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; 
 “Assignment Agreement” has the meaning set out in the recitals; 
 “Collateral” means the License
Agreement, the Know-How and the Patents (whether now or hereafter 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” under this Agreement means the occurrence of any one or more of the
following events: 
  

	 	(a)	the failure of Debtor to pay or perform Obligations within 5 business days of the date on which such Obligations are due and/or payable; 









	 	(b)	the failure to perform in any material respect any covenant under this Agreement or the Assignment Agreement and such failure shall continue unremedied for a period of 5 business
days; 

  

	 	(c)	any breach in any material respect of any representation or warranty made by Debtor hereunder or in the Assignment Agreement; or 

  

	 	(d)	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 but not limited to circumstances where Debtor (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; 

 “Financing Statement” has the meaning set out in Section 13.1(f); 
 “including,” when used herein or in any Closing Document, 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; 
 “Know-How” means Licensed Know-How, as that term is defined in the License Agreement; 
 “License
Agreement” means the Second Amended and Restated Collaboration, License and Supply agreement between Debtor and Applera Corporation dated as of August 17, 2000, as amended by the First Side Agreement dated October 31, 2001, the
Amendment No. 1 to the Second Amended and Restated Collaboration, License and Supply Agreement dated July 26, 2002 and Amendment No. 2 to the Second Amended and Restated Collaboration, License and Supply Agreement dated as of
December 31, 2005, as it may be further amended from time to time after the date hereof; 
 “Obligations” means all
indebtedness, liabilities and obligations (whether direct, indirect, absolute, contingent or otherwise) of Debtor to Secured Party arising pursuant to the Assignment Agreement or arising pursuant hereto upon the occurrence of an Event of Default;

 “Patents” means the Licensed Patents and Related Patents, as those terms are defined in the License Agreement, including
those Patents and patent applications set forth on Exhibit A attached hereto; 
 “Permitted Encumbrances” has the meaning set
out in the Assignment Agreement; 
 “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) and includes any accounts arising from any sale, transfer or other dealing in any of the Collateral and any payment
representing indemnity or compensation for loss or damage to the Collateral or other Proceeds, including, without limitation, insurance proceeds and proceeds (as such term is defined in the UCC); 
 “Security Interest” has the meaning set out in Section 12.1; 
 “Transaction Documents” has the meaning set out in Section 12.2; 
 “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any legislation that may be
substituted therefor (as any such substituted legislation may be amended from time to time); provided that, if, with respect to any Financing Statement or by reason of any provisions of law, the perfection or the effect of perfection or
non-perfection of the Security Interest granted pursuant to the Assignment Agreement is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then “UCC” means the Uniform
Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of the Assignment Agreement and any Financing Statement relating to such perfection or effect of perfection or non-perfection; and 

“US PTO” means the United States Patent and Trademark Office and any successor office. 








	11.2	Meanings under the UCC 

 All terms used
herein and not otherwise defined pursuant to Section 11.1 (including any definitions incorporated herein by reference to the Assignment 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. 
  

	11.3	Sections and Headings 

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

	11.4	Applicable Law 

 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, 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 AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND
WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION HEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS
GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH
IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER. 
  

	11.5	Consent 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 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 the Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 11.5 shall affect or limit any right to serve process in any other manner permitted by law. 








	11.6	Severability 

 To the extent permitted by
law, if any provision herein is determined to be void, voidable or unenforceable, in whole or in part, such determination shall not affect or impair or be deemed to affect or impair the validity of any other provision hereof and all the provisions
hereof are hereby declared to be separate, severable and distinct. 
 ARTICLE 12 
 SECURITY INTERESTS 
  

	12.1	Grant of Security Interest 

 To secure the
prompt, punctual and faithful payment and performance of the Obligations, Debtor hereby grants to Secured Party, for the benefit of Secured Party, a continuing security interest (the “Security Interest”) in and to the Collateral.
Nothing contained in the foregoing definition shall be construed to afford Secured Party any recourse to the Patents or any other Collateral prior to the occurrence of an Event of Default. 
  

	12.2	Security Interest Absolute, etc. 

 This
Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until terminated. All rights of Secured Party and the Security Interest granted hereunder,
and all obligations of Debtor hereunder, shall, in each case, be absolute, unconditional and irrevocable irrespective of: 
 any lack of
validity, legality or enforceability of this Agreement, the Assignment Agreement or any other Closing Document (collectively, the “Transaction Documents”); 
 the failure of Secured Party to assert any claim or demand or to enforce any right or remedy against Debtor or any other Person under the provisions of
any Transaction Document or otherwise; 
 any change in the time, manner or place of payment of, or in any other term of, all or any part of
the Obligations, or any other extension, compromise or renewal of any Obligations; 
 any reduction, limitation, impairment or termination of
any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Debtor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise; 







 any other circumstance which might otherwise constitute a defense available to, or a legal or equitable
discharge of, Debtor or any other Person under the provisions of any Transaction Document. 
 ARTICLE 13 
 REPRESENTATIONS AND WARRANTIES OF DEBTOR 
  

	13.1	Debtor Representations and Warranties 

 Debtor represents and warrants to Secured Party (and acknowledges that Secured Party is relying on such representations and warranties) that as at the date hereof: 
  

	 	(a)	“Epoch Biosciences, Inc.” is its only business name and has been its only business name for at least nine 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 Delaware; 

  

	 	(c)	the Collateral has not been abandoned or adjudged invalid or unenforceable, in whole or in part; 

  

	 	(d)	Debtor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Collateral for purposes of granting a
security interest or as collateral that has not been terminated or released; 

  

	 	(e)	this Agreement creates a valid security interest in the Collateral securing the payment and performance of the Obligations; 

  

	 	(f)	Debtor has filed or caused to be filed all UCC-1 financing statements in the filing office for its jurisdiction of organization (collectively, the “Financing
Statements”). Debtor hereby approves, ratifies and confirms any such Financing Statement filed by Secured Party and 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. Promptly, but no later than 5 days after the execution and delivery of this Agreement, Debtor will cause a Collateral Assignment Agreement incorporating by reference the terms of this Agreement in form and substance acceptable
to Secured Party, to be filed with the US PTO, together with all appropriate cover sheets and other required documentation. 

  

	 	(g)	 upon the filing of the Financing Statements with the appropriate agencies and the filings, recordings and registrations described in this Article 3, the Security












	 	 
Interest shall 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 pursuant to the relevant UCC, prior to all other Encumbrances, except for Permitted Encumbrances (in which case such security interest shall be second in priority of right only
to the Permitted Encumbrances until the obligations secured by such Permitted Encumbrances have been satisfied); and 


  

	 	(h)	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 Agency or any
other third party is required either 

  

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

  

	 	(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
or the recordation of any agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office) or the exercise by Secured Party of its rights and remedies hereunder. 

  

	13.2	Survival 

 The representations and warranties
of Debtor contained in this Agreement shall survive for so long as any of the Obligations shall remain unpaid 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 14 
 COVENANTS OF DEBTOR 
 So long as any of the Obligations shall remain unpaid or unperformed,
Debtor covenants and agrees as follows: 
  

	14.1	Change of Name or Jurisdiction 

 Debtor shall
not change its name as set out in Section 13.1(a) or add any new business name or change its jurisdiction as set out in Section 13.1(b) without providing at least thirty days' prior written notice to Secured Party of such change or addition.

  

	14.2	Creating and Preserving the Security Interest 

 Debtor shall, from time to time at the request of Secured Party, 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 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 and,
to this end, for greater certainty, Debtor shall, from time to time at the request of Secured Party, execute a power of attorney in such form as may be reasonably satisfactory to Secured Party and Debtor, such power of attorney to be in addition to
the power of attorney granted hereby. 
  

	14.3	Verification of Collateral 

 Secured Party
shall have the right at any time and from time to time to verify the existence and state of the Collateral in any reasonable manner 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. 
  

	14.4	Preservation of Collateral 

 Debtor shall not
transfer or convey any interest in the Collateral or suffer, permit or cause any Encumbrances thereon other than Permitted Encumbrances (provided that Debtor has first consented to any such Permitted Encumbrance granted after the date hereof).
Debtor shall not do any act or omit to do any act whereby any Patent may become abandoned or dedicated. Debtor agrees to take all steps in any proceeding before the US PTO or the courts, offices or agencies of any other jurisdiction, to maintain
each application and registration of the Patents 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. Secured Party may from time to
time, at its option, perform the acts specified in the foregoing which Debtor fails to perform after being requested in writing so to perform (it being understood that no such request need be given after the occurrence and during the continuance of
an Event of Default) and Secured Party may from time to time take any other action where it deems necessary for the maintenance, preservation or protection of any of the Collateral. 
 ARTICLE 15 
 DEFAULT AND SECURED PARTY'S REMEDIES 
  

	15.1	Remedies Upon Default 

 Upon the occurrence
of any Event of Default and during the continuance thereof, all of the Obligations shall without any further notice or any other action on the part of Secured Party be due and payable forthwith by Debtor to Secured Party and Secured Party may,
forthwith or at any time thereafter and without notice to Debtor, except as provided in the UCC or this Agreement: 
  

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









	 	(b)	in consultation with Debtor, dispose of the Collateral by private or public sale, lease or otherwise upon such terms and conditions as Secured Party may determine and whether or not
Secured Party has taken possession of the Collateral and Secured Party shall provide not less than 10 days' written notice to Debtor specifying the timing of such disposition; 

  

	 	(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 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. 

  

	15.2	Non-Exclusive License 

 Upon the occurrence
of any Event of Default and during the continuance thereof, Secured Party shall grant Debtor a non-exclusive worldwide license under the Patents and the Know-How within all fields of use for the Patents accompanied by the right to sublicense the
Patents and the Know-How under those licenses that were in existence at the time of such default provided that any such right to sublicense shall be limited to (i) those licenses in existence at the time of the Event of Default and
(ii) the scope of license granted under such licenses to such licensees in existence at the time of such default. 
  

	15.3	Rights 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 and are cumulative and not alternative and may be exercised independently or
in any combination. 
  

	15.4	No 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. 
  

	15.5	Cost 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, without limitation, reasonable fees and expenses of counsel where Secured Party prevails) and all
such costs shall form part of the Obligations. 








	15.6	Debtor Power of Attorney 

 Debtor hereby
irrevocably constitutes and designates Secured Party as and for Debtor's attorney in fact: 
 to exercise, upon the occurrence of an Event of
Default and during the continuance thereof any of the rights exercisable and powers referenced in this Article 5; and 
 to execute, upon the
occurrence of an Event of Default and during the continuance thereof, all and singular 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 US PTO 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. 
 ARTICLE 16 
 ACKNOWLEDGEMENT BY
DEBTOR 
  

	16.1	Acknowledgements 

  

	 	 	Debtor: 

  

	 	(a)	acknowledges and agrees that this Agreement may be assigned by Secured Party to any person, as Secured Party may determine as contemplated by Section 17.4(a) 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; 

  

	 	(b)	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; 

  

	 	(c)	authorizes and requests that the Register of Copyrights and the Commissioner of Patents and Trademarks record this IP Security Agreement, and any amendments hereto, or copies
hereof; provided that this provision shall not preclude the filing by Debtor of the Collateral Assignment described in Section 13.1(f); and 

  

	 	(d)	 without in any way limiting any other indemnity provisions contained herein or in the Assignment Agreement, 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 manufactured, promoted or sold by Debtor (or any of its Affiliates) in connection with any Collateral or out of the manufacture, promotion, labeling,
sale or advertisement of any such product by Debtor (or any of its Affiliates), 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 from Secured Party's acts or omissions. 


 ARTICLE 17 
 MISCELLANEOUS

  

	17.1	Notice 

 (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 by overnight delivery service, by same-day courier, by hand delivery or by facsimile to the addressee at the addresses identified in
the Assignment Agreement. 
 (b) If any such notice, demand, direction or other instrument is delivered or transmitted on a day other than a
business day or after 3:00 p.m. on any business day, the same shall be deemed to have been effectively given and received on the next following business day. 
 (c) Either party may change its address for service from time to time by notice given in accordance with the foregoing. 
  

	17.2	Waiver 

 (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
17.2(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, 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. 








	17.3	Termination 

 (a) This Agreement may be
terminated by written agreement made between Secured Party and Debtor. 
 (b) Upon indefeasible fulfillment of the Obligations (except the
obligation to maintain confidentiality pursuant to Section 10.1 of the Assignment Agreement), this Agreement shall terminate and all rights in the Collateral shall revert to the Debtor. 
 (c) Upon termination of this Agreement in accordance with Section 17.3(a), 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
therefrom and to record such release and discharge in all appropriate offices of public record. 
  

	17.4	Assignment 

  

	 	(a)	Upon notice in writing to Debtor, this Agreement and all of the rights of Secured Party under this Agreement and the Assigned Interests shall be assignable by Secured Party without
restriction. 

  

	 	(b)	Neither this Agreement, nor any or all of the rights or obligations hereunder shall be assignable by Debtor without the prior written consent of Secured Party, provided that Debtor
may without the prior consent of Secured Party but with 30 days prior written notice to Secured Party assign this Agreement together with all of its rights hereunder to an Affiliate of Debtor to which Debtor assigns the Collateral, provided that
such Affiliate assumes all of Debtor’s obligations hereunder and is at least as credit-worthy as Debtor, and further provided that if at any time such Affiliate ceases to be an Affiliate of Debtor, then all rights and obligations under this
Agreement shall revert to Debtor or Debtor’s successor. 

  

	 	(c)	This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors (including any successor by reason of merger, reorganization, sale of
assets or statutory arrangement of any party) and permitted assigns. 

  

	 	(d)	In the event that Secured Party exercises any rights and remedies under this Agreement, any payments or amounts received by Secured Party in excess of the Obligations shall be paid
to Debtor. 









	17.5	Further Assurances 

 Each party shall do such
acts and shall execute and deliver such further documents and instruments, and shall cause the doing of such acts and the execution and delivery of such further documents and instruments as are within its power and as the other party may in writing
at any time and from time to time reasonably request, in order to give full effect to the provisions and intent of this Agreement. 
  

	17.6	Execution in Counterparts and Facsimile Delivery 

 This Agreement may be executed in counterparts which together shall be deemed to constitute one valid and binding agreement and valid delivery of the counterparts may be effected by means of a facsimile (including “pdf”)
transmission. 
 SIGNATURE PAGES TO FOLLOW THIS PAGE 







 IN WITNESS WHEREOF the parties have executed this Agreement as of the date above first written. 
  

							
	DRUG ROYALTY TRUST 9,
		
	by	 	DRUG ROYALTY CORPORATION
INC., its Manager,
			
		 	by	 	/s/ BEHZAD KHOSROWSHAHI
		 		 	Name:	 	Behzad Khosrowshahi
		 		 	Title:	 	President and Chief Financial Officer


  

							
	EPOCH BIOSCIENCES, INC.,
			
		 	by	 	/s/ ROBERT SALTMARSH
		 		 	Name:	 	Robert Saltmarsh
		 		 	Title:	 	Chief Financial Officer









 EXHIBIT A 
 PATENTS AND PATENT APPLICATIONS