FACSIMILE TRANSMISSION OR BY EMAIL) AND
DELIVERED IN ACCORDANCE WITH THE TERMS OF THE STRATEGIC ALLIANCE AGREEMENT.
SECTION 14
COSTS AND EXPENSES.
(A)
GRANTOR AGREES TO PAY ON DEMAND ALL REASONABLE COSTS AND EXPENSES
OF SECURED PARTY, AND THE FEES AND DISBURSEMENTS OF COUNSEL, IN CONNECTION WITH
THE ENFORCEMENT OR ATTEMPTED ENFORCEMENT OF, AND PRESERVATION OF ANY RIGHTS OR
INTERESTS UNDER, THIS AGREEMENT, THE CREDIT AGREEMENT AND THE NOTES, INCLUDING
IN ANY OUT-OF-COURT WORKOUT OR OTHER REFINANCING OR RESTRUCTURING OR IN ANY
BANKRUPTCY CASE, AND THE PROTECTION, SALE OR COLLECTION OF, OR OTHER REALIZATION
UPON, ANY OF THE COLLATERAL, INCLUDING ALL EXPENSES OF SALES AND COLLECTIONS OF
COLLATERAL.
(B)
ANY AMOUNTS PAYABLE TO SECURED PARTY UNDER THIS SECTION 14 OR
OTHERWISE UNDER THIS AGREEMENT IF NOT PAID UPON DEMAND SHALL BEAR INTEREST FROM
THE DATE OF SUCH DEMAND UNTIL PAID IN FULL, AT THE DEFAULT RATE OF INTEREST SET
FORTH IN THE CREDIT AGREEMENT OR ANY NOTE.
SECTION 15
[RESERVED]
SECTION 16
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE, EXCEPT AS
REQUIRED BY MANDATORY PROVISIONS OF LAW AND TO THE EXTENT THE VALIDITY OR
PERFECTION OF THE SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN
RESPECT OF ANY COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN
DELAWARE.
SECTION 17
AMENDMENT; CONFLICT.
THIS AGREEMENT IS SUBJECT TO
MODIFICATION ONLY BY A WRITING SIGNED BY THE PARTIES, EXCEPT AS PROVIDED
HEREIN.
TO THE EXTENT THAT ANY PROVISION OF THIS AGREEMENT CONFLICTS WITH ANY
PROVISION OF THE CREDIT AGREEMENT, THE PROVISION GIVING SECURED PARTY GREATER
RIGHTS OR REMEDIES SHALL GOVERN, IT BEING UNDERSTOOD THAT THE PURPOSE OF THIS
AGREEMENT IS TO ADD TO, AND NOT DETRACT FROM, THE RIGHTS GRANTED TO SECURED
PARTY UNDER THE CREDIT AGREEMENT.
SECTION 18
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH
OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH
TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
SECTION 19
TERMINATION.
UPON PAYMENT AND PERFORMANCE IN FULL OF ALL
OBLIGATIONS, THE SECURITY INTERESTS CREATED BY THIS AGREEMENT SHALL TERMINATE
AND SECURED PARTY SHALL PROMPTLY EXECUTE AND DELIVER TO GRANTOR SUCH DOCUMENTS
AND INSTRUMENTS REASONABLY REQUESTED BY GRANTOR AS SHALL BE NECESSARY TO
EVIDENCE TERMINATION OF ALL SUCH SECURITY INTERESTS GIVEN BY GRANTOR TO SECURED
PARTY HEREUNDER, INCLUDING CANCELLATION OF THIS AGREEMENT BY WRITTEN NOTICE FROM
SECURED PARTY TO THE PTO.
SECTION 20
CONFLICTS.
IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY
BETWEEN THIS AGREEMENT AND THE CREDIT AGREEMENT, THE TERMS OF THIS AGREEMENT
SHALL CONTROL.
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9
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the date first above written.
Grantor
CIPHERGEN BIOSYSTEMS, INC.
By:
/s/ William E. Rich
Name:
William E. Rich
Title:
President and Chief Executive Officer
Secured Party
QUEST DIAGNOSTICS INCORPORATED
By:
/s/ Catherine T. Doherty