version
of this exhibit has been filed separately with the Commission.
PUBLIC ANNOUNCEMENT OR ANY PUBLIC FILING, THE IDENTITY OF ANY SHAREHOLDERS,
MEMBERS, DIRECTORS OR AFFILIATES OF THE PURCHASER, WITHOUT THE PRIOR WRITTEN
CONSENT OF SUCH SHAREHOLDER, MEMBER, DIRECTOR OR AFFILIATE.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, VERTEX
SHALL HAVE NO OBLIGATION UNDER THIS AGREEMENT TO PROVIDE THE PURCHASER WITH ANY
INFORMATION (WHETHER PART OF A REPORT, NOTICE OR OTHERWISE) IF DISCLOSURE BY
VERTEX TO THE PURCHASER OF SUCH INFORMATION WOULD CONSTITUTE A BREACH BY VERTEX
OF ANY CONFIDENTIALITY OBLIGATION TO JANSSEN OR ANY OTHER PERSON PURSUANT TO THE
JANSSEN AGREEMENT, AS IN EFFECT ON THE DATE HEREOF.
Section 5.02
Further Assurances.
The Purchaser and Vertex agree to execute and deliver such other documents,
certificates, agreements and other writings and to take such other actions as
may be necessary or desirable, or reasonably requested by the other party
hereto, in each case at the expense of the Purchaser, in order to vest and
maintain in the Purchaser good and marketable title in and to the Purchased
Interest free and clear of all Liens, including the perfection and maintenance
of perfection of the Purchaser's ownership interest in the Purchased Interest
and of the back-up security interest in the Purchased Interest granted by Vertex
to the Purchaser pursuant to Section 2.01(d).
Section 5.03
Payments to Vertex on Account of the Purchased Interest.
(A)
NOTWITHSTANDING THE TERMS OF THE PAYMENT DIRECTION, IF JANSSEN OR
ANY OTHER PERSON MAKES ANY PAYMENT TO VERTEX OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES ON ACCOUNT OF THE PURCHASED INTEREST, THEN VERTEX PROMPTLY, AND IN
ANY EVENT NO LATER THAN THREE BUSINESS DAYS FOLLOWING THE RECEIPT BY VERTEX OR
SUCH SUBSIDIARY OR AFFILIATE OF SUCH PAYMENT, SHALL REMIT SUCH PAYMENT TO THE
PURCHASER ACCOUNT PURSUANT TO SECTION 5.03(C).
(B)
ALL PAYMENTS MADE TO VERTEX (OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES) ON ACCOUNT OF THE PURCHASED INTEREST SHALL BE HELD BY VERTEX (OR
SUCH SUBSIDIARY OR AFFILIATE) IN TRUST FOR THE BENEFIT OF THE PURCHASER UNTIL
REMITTED TO THE PURCHASER ACCOUNT PURSUANT TO SECTION 5.03(C) AND VERTEX OR ITS
SUBSIDIARIES OR AFFILIATES SHALL HAVE NO RIGHT, TITLE OR INTEREST WHATSOEVER IN
SUCH AMOUNTS AND SHALL NOT CREATE OR SUFFER TO EXIST ANY LIEN THEREON.
(C)
VERTEX SHALL MAKE ALL PAYMENTS TO BE MADE BY VERTEX PURSUANT TO
SECTION 2.02(B), SECTION 5.03(A) OR SECTION 5.03(B) OF THIS AGREEMENT BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS, WITHOUT SET-OFF, TO THE ACCOUNT SET
FORTH ON SCHEDULE 5.03(C) HERETO (OR TO SUCH OTHER ACCOUNT AS THE PURCHASER
SHALL NOTIFY VERTEX IN WRITING FROM TIME TO TIME) (THE "PURCHASER ACCOUNT").
Section 5.04
Janssen Agreement.
(A)
VERTEX SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
PURCHASER EFFECTUATE A PROHIBITED AMENDMENT.
(B)
SUBJECT TO SECTION 5.01(D), VERTEX WILL, WITHIN FIVE CALENDAR DAYS
FOLLOWING THE RECEIPT BY VERTEX FROM JANSSEN OF NOTICE RECEIVED UNDER
SECTION 9.2.2 OF THE JANSSEN AGREEMENT OF THE OCCURRENCE (OR DEEMED OCCURRENCE)
OF THE MILESTONE EVENT (A "SECTION