A CONSEQUENCE, THAT EACH AND EVERY COVENANT CONTAINED HEREIN SHALL BE
SPECIFICALLY ENFORCEABLE AGAINST BORROWER, AND BORROWER HEREBY WAIVES AND AGREES
NOT TO ASSERT ANY DEFENSES AGAINST AN ACTION FOR SPECIFIC PERFORMANCE OF SUCH
COVENANTS.
(K)
THE BORROWER SHALL:
(A) NOTIFY IN
REASONABLE DETAIL INVESTOR PROMPTLY, BUT IN NO EVENT LATER THAN QUARTERLY (ON
THE EARLIER OF THE DATE ON WHICH THE BUSINESS REPORT IS DELIVERED BY THE
BORROWER OR THE DATE ON WHICH SUCH BUSINESS REPORT IS DUE IN EACH FISCAL
QUARTER) AFTER THE ACQUISITION, EXECUTION OR FILING THEREOF, OF ANY (I) LICENSE
AGREEMENTS, LFRP PATENTS, CO-DEVELOPMENT AGREEMENTS, PAYMENTS UNDER WHICH FORM
PART OF THE COLLATERAL, AND IN LICENSES, AND (B) ON THE LAST DAY OF EACH QUARTER
PROVIDE, IN REASONABLE DETAIL, UPDATES TO SCHEDULES 2(B)(I), 2(B)(II) 2(C),
2(E), 2(J)(I) AND 2(J)(II), WHICH WOULD MAKE THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTION 11(C)(I) TRUE, CORRECT AND COMPLETE AS OF SUCH DATE OF THE
DELIVERY OF SUCH BUSINESS REPORT.
UPON THE DELIVERY AND ACCEPTANCE OF SUCH
UPDATED SCHEDULES BY INVESTOR, SUCH SCHEDULES WILL BE AUTOMATICALLY DEEMED TO
AMEND AND RESTATE SCHEDULES 2(B)(I), 2(B)(II), 2(C), 2(E), 2(J)(I) AND
2(J)(II) HERETO.(1)
Section 15.
Investor Appointed
Attorney-in-Fact.
Borrower hereby irrevocably appoints Investor, or any person
or agent as Investor may designate as such, Borrower's attorney-in-fact, with
full authority in the place and stead of Borrower and in the name of Borrower,
Investor or otherwise, from time to time in Investor's discretion to take any
action and to execute any instrument that Investor may in its good faith sole
discretion deem necessary or advisable to accomplish the following:
(a)
upon the occurrence and during the
continuance of an Event of Default, to ask for, demand, collect, sue for,
recover, compound, receive and give acquittance and receipts for monies due and
to become due under or in respect of any of the Collateral, and to manage the
LFRP, including taking actions under the License Agreements and In Licenses;
(1)
Note we will revise format of Reports so
that the amendments to schedules are more straightforward.
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.
Asterisks denote such omission.
14
(b)
upon the occurrence and during the
continuance of an Event of Default, to receive, direct payment of, endorse and
collect any drafts or other instruments, documents and chattel paper in
connection with clause (a) above;
(c)
upon the occurrence and during the
continuance of an Event of Default, to file any claims or take any action or
institute any proceedings that Investor may in its good faith sole discretion
deem necessary or desirable for the collection of any of the Collateral or
otherwise to enforce the rights of Investor with respect to any of the
Collateral;
(d)
upon the occurrence and during the
continuance of an Event of Default, to pay or discharge taxes or liens levied or
placed upon or threatened against the Collateral, the legality or validity
thereof and the amounts necessary to discharge the same to be