Genzyme Corporation),
or create, incur, assume or suffer to exist any Lien, or exercise any right of
rescission, offset, counterclaim or defense, upon or with respect to the
Collateral, or agree to do or suffer to exist any of the foregoing, except for
(i) Permitted Liens or (ii) any Lien or agreements in favor of Assignee granted
under or pursuant to this Agreement and the other Transaction Documents.
Confidential materials omitted and filed separately with the Securities and
Exchange
Commission.
Asterisks denote such omission.
33
SECTION 5.09
REASONABLE EFFORTS; FURTHER ASSURANCE; FUTURE GRANT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, EACH PARTY
HERETO WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO TAKE, OR CAUSE TO BE
TAKEN, ALL ACTIONS AND TO DO, OR CAUSE TO BE DONE, ALL THINGS NECESSARY UNDER
APPLICABLE LAWS AND REGULATIONS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT.
COMPANY AGREES TO EXECUTE
AND DELIVER SUCH OTHER DOCUMENTS, CERTIFICATES, AGREEMENTS AND OTHER WRITINGS
(INCLUDING ANY FINANCING STATEMENT OR OTHER FILINGS REQUESTED BY ASSIGNEE TO
PROTECT AND MAINTAIN THE PERFECTION OF ASSIGNEE'S LIEN ON AND SECURITY INTEREST
IN THE COLLATERAL) AND TO TAKE SUCH OTHER ACTIONS AS MAY BE REASONABLY NECESSARY
IN ORDER TO CONSUMMATE OR IMPLEMENT EXPEDITIOUSLY THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT AND TO VEST IN ASSIGNEE
GOOD, VALID AND MARKETABLE RIGHTS AND INTERESTS IN AND TO THE ASSIGNED INTERESTS
FREE AND CLEAR OF ALL LIENS, EXCEPT THOSE LIENS CREATED IN FAVOR OF ASSIGNEE
PURSUANT TO THE SECURITY AGREEMENTS AND ANY OTHER TRANSACTION DOCUMENT.
NOTWITHSTANDING THE FOREGOING OR THE REMAINDER OF THIS SECTION 5.09, COMPANY
SHALL NOT BE OBLIGATED TO SEEK AN AMENDMENT TO ANY LICENSE AGREEMENT.
(B)
EACH OF THE PARTIES HERETO SHALL EXECUTE AND DELIVER SUCH
ADDITIONAL DOCUMENTS, CERTIFICATES AND INSTRUMENTS, AND PERFORM SUCH ADDITIONAL
ACTS, AS MAY BE REASONABLY REQUESTED AND NECESSARY OR APPROPRIATE TO CARRY OUT
AND EFFECTUATE ALL OF THE PROVISIONS OF THIS AGREEMENT AND ANY OTHER TRANSACTION
DOCUMENT AND TO CONSUMMATE ALL OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT.
SOLELY FOR THE PURPOSES OF
SUBPARAGRAPH (VII)(D) OF THE DEFINITION OF "PURCHASE OPTION EVENT", THE WORDS
"OR APPROPRIATE" SHALL BE DEEMED REMOVED FROM THE FOREGOING SENTENCE OF THIS
SECTION 5.09(B).
(C)
COMPANY AND ASSIGNEE SHALL COOPERATE AND PROVIDE ASSISTANCE AS
REASONABLY REQUESTED BY THE OTHER PARTIES IN CONNECTION WITH ANY LITIGATION,
ARBITRATION OR OTHER PROCEEDING (WHETHER THREATENED, EXISTING, INITIATED, OR
CONTEMPLATED PRIOR TO, ON OR AFTER THE DATE HEREOF) TO WHICH ANY PARTY HERETO OR
ANY OF THEIR RESPECTIVE OFFICERS OR DIRECTORS, IS OR MAY BE A PARTY, OR HAVE AN
INTEREST IN, IN EACH CASE RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION
DOCUMENT, THE ASSIGNED INTERESTS OR ANY OTHER COLLATERAL, OR THE TRANSACTIONS
DESCRIBED HEREIN OR THEREIN BUT IN ALL CASES EXCLUDING ANY LITIGATION BROUGHT BY
COMPANY AGAINST ASSIGNEE OR BROUGHT BY ASSIGNEE AGAINST COMPANY.
(D)
THE PROVISIONS OF SECTION 14(E) OF THE SECURITY AGREEMENT ARE
HEREBY INCORPORATED BY REFERENCE.
SECTION