OR OTHER
DISPOSITION OF THE COLLATERAL PURSUANT TO THIS AGREEMENT AND THE AMOUNT OF ANY
THEN OUTSTANDING OBLIGATIONS.
UPON ANY SALE OF ANY COLLATERAL HEREUNDER BY THE
SECURED PARTY (WHETHER BY VIRTUE OF THE POWER OF SALE HEREIN GRANTED, PURSUANT
TO JUDICIAL PROCEEDING, OR OTHERWISE), THE RECEIPT OF THE SECURED PARTY OR THE
OFFICER MAKING THE SALE SHALL BE A SUFFICIENT DISCHARGE TO THE PURCHASER OR
PURCHASERS OF THE COLLATERAL SO SOLD, AND SUCH PURCHASER OR PURCHASERS SHALL NOT
BE OBLIGATED TO SEE TO THE APPLICATION OF ANY PART OF THE PURCHASE MONEY PAID
OVER TO THE SECURED PARTY OR SUCH OFFICER OR BE ANSWERABLE IN ANY WAY FOR THE
MISAPPLICATION THEREOF.
5.4
COLLATERAL COLLECTION ACCOUNTS.
UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE SECURED PARTY
SHALL HAVE THE RIGHT TO CAUSE TO BE ESTABLISHED AND MAINTAINED, AT ITS PRINCIPAL
OFFICE OR SUCH OTHER LOCATION OR LOCATIONS AS IT MAY ESTABLISH FROM TIME TO TIME
IN ITS DISCRETION, ONE OR MORE ACCOUNTS (COLLECTIVELY, "COLLATERAL COLLECTION
ACCOUNTS") FOR THE COLLECTION OF CASH PROCEEDS OF THE COLLATERAL.
SUCH
PROCEEDS, WHEN DEPOSITED, SHALL CONTINUE TO CONSTITUTE COLLATERAL FOR THE
OBLIGATIONS AND SHALL NOT CONSTITUTE PAYMENT THEREOF UNTIL APPLIED AS HEREIN
PROVIDED.
THE SECURED PARTY SHALL HAVE SOLE DOMINION AND CONTROL OVER ALL FUNDS
DEPOSITED IN ANY COLLATERAL COLLECTION ACCOUNT, AND SUCH FUNDS MAY BE WITHDRAWN
THEREFROM ONLY BY THE SECURED PARTY.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE SECURED PARTY SHALL HAVE THE RIGHT TO
APPLY AMOUNTS HELD IN THE COLLATERAL COLLECTION ACCOUNTS IN PAYMENT OF THE
OBLIGATIONS IN THE MANNER PROVIDED FOR IN SECTION 5.3.
5.5
GRANT OF LICENSE.
THE DEBTOR HEREBY GRANTS
TO THE SECURED PARTY, WITH EFFECT UPON THE OCCURRENCE AND DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, AN IRREVOCABLE, NON-EXCLUSIVE LICENSE OR SUBLICENSE (AS
APPLICABLE) OF ANY DURATION, WITH RIGHT TO SUBLICENSE (EXERCISABLE WITHOUT
PAYMENT OF ROYALTY OR OTHER COMPENSATION TO THE DEBTOR), IN, TO AND UNDER ALL
INTELLECTUAL PROPERTY NOW OWNED OR LICENSED OR HEREAFTER ACQUIRED OR LICENSED BY
THE DEBTOR, WHEREVER THE SAME MAY BE LOCATED THROUGHOUT THE WORLD, FOR ANY
PURPOSE RELATING TO THE ROYALTY PRODUCTS, SUBJECT TO APPLICABLE LAW AND SUBJECT
TO THE REQUIREMENTS OF THE TANABE AGREEMENT, INCLUDING, WITHOUT LIMITATION,
SECTION 2.3 THEREOF.
12
5.6
WAIVERS.
THE DEBTOR, TO THE GREATEST EXTENT
NOT PROHIBITED BY APPLICABLE LAW, HEREBY (I) AGREES THAT IT WILL NOT INVOKE,
CLAIM OR ASSERT THE BENEFIT OF ANY RULE OF LAW OR STATUTE NOW OR HEREAFTER IN
EFFECT (INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO PRIOR NOTICE OR JUDICIAL
HEARING IN CONNECTION WITH THE SECURED PARTY'S POSSESSION, CUSTODY OR
DISPOSITION OF ANY COLLATERAL OR ANY APPRAISAL, VALUATION, STAY, EXTENSION,
MORATORIUM OR REDEMPTION LAW), OR TAKE OR OMIT TO TAKE ANY OTHER ACTION, THAT
WOULD OR COULD REASONABLY BE EXPECTED TO HAVE THE EFFECT OF DELAYING, IMPEDING
OR PREVENTING THE EXERCISE OF ANY RIGHTS AND REMEDIES IN RESPECT OF THE
COLLATERAL, THE ABSOLUTE SALE OF ANY OF THE COLLATERAL