CAUSE GSK TO PAY DIRECTLY
INTO THE INITIAL CONCENTRATION ACCOUNT ALL PAYMENTS IN RESPECT OF ROYALTIES
PAYABLE BY GSK, AND WITHIN TEN (10) BUSINESS DAYS AFTER THE CLOSING DATE, AVANT
SHALL SEND THE LETTER ATTACHED HERETO AS EXHIBIT I TO GSK.
WITHOUT IN ANY WAY
LIMITING THE FOREGOING, COMMENCING ON THE LATER OF THE CLOSING DATE AND THE DATE
ON WHICH THE DEPOSIT AGREEMENT IS EXECUTED AND AT ANY TIME THEREAFTER, ANY AND
ALL PAYMENTS IN RESPECT OF GROSS PRODUCT PAYMENTS RECEIVED BY AVANT SHALL BE
HELD IN TRUST FOR THE BENEFIT OF PRF AND DIRECTED INTO THE INITIAL CONCENTRATION
ACCOUNT WITHIN TWO (2) BUSINESS DAYS OF AVANT'S RECEIPT THEREOF.
IN THE EVENT
ANY AMOUNTS IN RESPECT OF GROSS MILESTONE PAYMENTS ARE INCORRECTLY DEPOSITED BY
GSK INTO THE INITIAL CONCENTRATION ACCOUNT OR JOINT CONCENTRATION ACCOUNT AND
SUBSEQUENTLY SWEPT INTO THE PRF CONCENTRATION ACCOUNT, PRF SHALL REIMBURSE AVANT
TO THE EXTENT ANY SUCH AMOUNTS EXCEED THE NET MILESTONE PAYMENTS RELATING
THERETO.
(D)
WITH RESPECT TO ANY LICENSE AGREEMENT OR OTHER
SALE AGREEMENT OR INVOICE ENTERED INTO OR ISSUED BY AVANT DURING THE TERM, AVANT
SHALL (I) AT THE TIME OF THE EXECUTION AND DELIVERY OF SUCH LICENSE AGREEMENT OR
OTHER SALE AGREEMENT OR THE ISSUANCE OF ANY INVOICE, INSTRUCT ANY PARTY THERETO
OR RECIPIENT THEREOF TO REMIT TO THE INITIAL CONCENTRATION ACCOUNT WHEN DUE ALL
APPLICABLE PAYMENTS IN RESPECT OF SALES OF THE PRODUCT AND IN RESPECT OF
ROYALTIES THAT ARE DUE AND PAYABLE TO AVANT IN RESPECT OF OR DERIVED FROM SUCH
LICENSE AGREEMENT OR OTHER SALE AGREEMENT OR INVOICE DURING THE TERM AND (II) IN
THE CASE OF ANY LICENSE AGREEMENT OR OTHER SALE
25
AGREEMENT, DELIVER TO PRF WRITTEN EVIDENCE OF SUCH INSTRUCTION AND OF SUCH
APPLICABLE PARTY'S AGREEMENT THERETO.
(E)
NEITHER PARTY HERETO SHALL HAVE ANY RIGHT TO
TERMINATE THE DEPOSITARY BANK WITHOUT THE OTHER PARTY'S PRIOR WRITTEN CONSENT.
ANY SUCH CONSENT, WHICH THE OTHER PARTY MAY GRANT OR WITHHOLD IN ITS DISCRETION,
SHALL BE SUBJECT TO THE SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS TO THE
SATISFACTION OF THE OTHER PARTY:
(I)
THE SUCCESSOR DEPOSITARY BANK SHALL BE
REASONABLY ACCEPTABLE TO THE OTHER PARTY;
(II)
PRF AND AVANT AND THE SUCCESSOR DEPOSITARY
BANK SHALL HAVE ENTERED INTO A LOCKBOX AGREEMENT SUBSTANTIALLY IN THE FORM OF
THE DEPOSIT AGREEMENT ATTACHED HERETO AS EXHIBIT C;
(III)
ALL FUNDS AND ITEMS IN THE ACCOUNTS SUBJECT
TO THE DEPOSIT AGREEMENT TO BE TERMINATED SHALL BE TRANSFERRED TO THE NEW
ACCOUNTS HELD AT THE SUCCESSOR DEPOSITARY BANK PRIOR TO THE TERMINATION OF THE
THEN EXISTING DEPOSITARY BANK; AND
(IV)
PRF SHALL HAVE RECEIVED WRITTEN EVIDENCE THAT
ALL OF THE APPLICABLE PARTIES MAKING PAYMENTS TO THE THEN EXISTING DEPOSITARY
BANK PRIOR TO TERMINATION IN RESPECT OF SALES OF THE PRODUCT HAVE BEEN
INSTRUCTED TO REMIT ALL FUTURE PAYMENTS IN RESPECT OF SALES OF THE PRODUCT TO
THE NEW ACCOUNTS HELD AT THE SUCCESSOR DEPOSITARY BANK.
SECTION 5.10
LICENSE AGREEMENTS.
(A)
AVANT SHALL NOT (I) FORGIVE, RELEASE OR
COMPROMISE ANY AMOUNT OWED