DELIVER TO THE COLLATERAL AGENT
AND THE TRUSTEE AN EXECUTED COPY OF THE IRREVOCABLE DIRECTION ADDRESSED TO
JANSSEN TO PAY THE MILESTONE PAYMENTS EVIDENCED BY THE PLEDGED INTEREST DIRECTLY
TO THE PAYMENT ACCOUNT IN THE FORM ATTACHED AS EXHIBIT A HERETO (THE "PAYMENT
DIRECTION").
(B)
NOTWITHSTANDING THE FOREGOING AND THE TERMS OF THE PAYMENT
DIRECTION, IF JANSSEN OR ANY OTHER PERSON MAKES ANY PAYMENT ON ACCOUNT OF THE
PLEDGED INTEREST TO THE GRANTOR OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, THEN
THE GRANTOR PROMPTLY, AND IN ANY EVENT NO LATER THAN THREE (3) BUSINESS DAYS
FOLLOWING THE RECEIPT BY THE GRANTOR OR SUCH SUBSIDIARY OR AFFILIATE OF SUCH
PAYMENT, SHALL REMIT SUCH PAYMENT TO THE PAYMENT ACCOUNT PURSUANT TO
SECTION 5.01(C).
ALL PAYMENTS MADE TO THE GRANTOR (OR ANY OF ITS SUBSIDIARIES
OR AFFILIATES) ON ACCOUNT OF THE PLEDGED INTEREST SHALL BE HELD BY THE GRANTOR
(OR SUCH SUBSIDIARY OR AFFILIATE) IN TRUST FOR THE BENEFIT OF THE COLLATERAL
AGENT AND THE OTHER SECURED PARTIES UNTIL REMITTED TO THE PAYMENT ACCOUNT
PURSUANT TO SECTION 5.01(C) FOR APPLICATION PURSUANT TO THE TERMS OF THE NOTE
DOCUMENTS.
(C)
ALL PAYMENTS BY JANSSEN PURSUANT TO SECTION 5.01(A) AND THE
GRANTOR PURSUANT TO SECTION 5.01(B) OF THIS AGREEMENT SHALL BE MADE BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS, WITHOUT SET-OFF, TO THE TRUSTEE AT THE
ACCOUNT SET FORTH ON SCHEDULE 5.01(C) HERETO (OR TO SUCH OTHER ACCOUNT AS THE
TRUSTEE SHALL SPECIFY BY WRITTEN NOTICE TO THE GRANTOR FROM TIME TO TIME) (THE
"PAYMENT ACCOUNT").
(D)
IN THE EVENT THE GRANTOR REDEEMS NOTES PURSUANT TO CLAUSE (II) OF
SECTION 3.08(B) OF THE INDENTURE ON A DATE BEFORE JANSSEN DELIVERS THE
APPLICABLE MILESTONE PAYMENT TO THE TRUSTEE THAT OTHERWISE WOULD HAVE BEEN USED
BY THE TRUSTEE TO REDEEM SUCH NOTES, THE GRANTOR SHALL BE ENTITLED TO ANY
AMOUNTS SUBSEQUENTLY PAID BY JANSSEN WITH RESPECT TO SUCH
8
Information redacted pursuant to a confidential treatment request.
An
unredacted version
of this exhibit has been filed separately with the Commission.
MILESTONE PAYMENT AND, IN FURTHERANCE OF THE FOREGOING, (I) THE COLLATERAL AGENT
ON BEHALF OF THE TRUSTEE AND THE HOLDERS SHALL ASSIGN THEIR RESPECTIVE RIGHTS TO
RECEIVE SUCH MILESTONE PAYMENT FROM JANSSEN TO THE GRANTOR AND, NOTWITHSTANDING
THE TERMS OF SECTION 5.01(A) AND THE PAYMENT DIRECTION, SHALL INSTRUCT JANSSEN
IN WRITING TO PAY SUCH MILESTONE PAYMENT DIRECTLY TO THE GRANTOR, (II) SUCH
AMOUNT OWED OR PAID BY JANSSEN SHALL NOT BE USED BY THE TRUSTEE TO REDEEM ANY
PORTION OF THE NOTES UNDER SECTION 3.08 OF THE INDENTURE NOR SHALL SUCH AMOUNT
BE CONSIDERED COLLATERAL UNDER THIS AGREEMENT OR THE INDENTURE AND (III) IF
JANSSEN PAYS ANY SUCH AMOUNTS WITH RESPECT TO SUCH MILESTONE PAYMENT TO THE
TRUSTEE OR THE COLLATERAL AGENT PURSUANT TO SECTION 5.01(A) HEREOF AND THE
PAYMENT DIRECTION, THE TRUSTEE OR THE COLLATERAL AGENT SHALL PROMPTLY TURN OVER
SUCH AMOUNT TO THE GRANTOR BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO AN
ACCOUNT DESIGNATED BY THE GRANTOR.
Section 5.02
Power of Attorney The