BY MAKING REASONABLE COMMERCIAL
EFFORTS TO SECURE ACCESS TO THE SECURED PARTY), INSPECT ITS BOOKS AND RECORDS
RELATING TO THE COLLATERAL AND MAKE COPIES AND MEMORANDA THEREOF, INSPECT THE
COLLATERAL, DISCUSS ITS FINANCES AND AFFAIRS RELATING TO THE COLLATERAL WITH ITS
OFFICERS, EMPLOYEES AND INDEPENDENT ACCOUNTANTS AND TAKE ANY OTHER ACTIONS
NECESSARY FOR THE PROTECTION OF THE INTERESTS OF THE SECURED PARTY IN THE
COLLATERAL, PROVIDED THAT SUCH AUDIT OR INSPECTION SHALL NOT BE CONDUCTED MORE
THAN ONCE PER YEAR.
4.4
ACCOUNTS.
UNLESS NOTIFIED OTHERWISE BY THE
SECURED PARTY IN ACCORDANCE WITH THE TERMS HEREOF, THE DEBTOR SHALL ENDEAVOR TO
COLLECT ITS COLLATERAL ACCOUNTS AND ALL AMOUNTS OWING TO IT THEREUNDER IN THE
ORDINARY COURSE OF ITS BUSINESS CONSISTENT WITH PAST PRACTICES AND SHALL APPLY
FORTHWITH UPON RECEIPT THEREOF ALL SUCH AMOUNTS AS ARE SO COLLECTED TO THE
OUTSTANDING BALANCES THEREOF, AND IN CONNECTION THEREWITH SHALL, AT THE REQUEST
OF THE SECURED PARTY, TAKE SUCH REASONABLE ACTION AS THE SECURED PARTY MAY DEEM
NECESSARY OR ADVISABLE (WITHIN APPLICABLE LAWS) TO ENFORCE SUCH COLLECTION.
THE
DEBTOR SHALL PROMPTLY INFORM THE SECURED PARTY OF ANY DISPUTES WITH ANY ACCOUNT
DEBTOR OR OBLIGOR AND OF ANY CLAIMED OFFSET AND COUNTERCLAIM THAT MAY BE
ASSERTED WITH RESPECT THERETO INVOLVING, IN EACH CASE, ANY MATERIAL AMOUNT,
WHERE THE DEBTOR REASONABLY BELIEVES THAT THE LIKELIHOOD OF PAYMENT BY SUCH
ACCOUNT DEBTOR IS MATERIALLY IMPAIRED, INDICATING IN DETAIL THE REASON FOR THE
DISPUTE, ALL CLAIMS RELATING THERETO AND THE AMOUNT IN CONTROVERSY.
4.5
COLLATERAL INVENTORY.
DEBTOR WILL MAINTAIN
AT ALL TIMES AT LEAST SIX MONTHS' INVENTORY OF ACTIVE PHARMACEUTICAL INGREDIENT
FOR MUSE.
4.6
INTELLECTUAL PROPERTY.
THE DEBTOR WILL
EXECUTE AND DELIVER TO THE SECURED PARTY FULLY COMPLETED COLLATERAL ASSIGNMENTS
IN THE FORMS REQUESTED BY THE SECURED PARTY FOR RECORDATION IN THE U.S.
COPYRIGHT OFFICE OR THE U.S. PATENT AND TRADEMARK OFFICE WITH REGARD TO ANY
REGISTERED INTELLECTUAL PROPERTY OWNED BY THE DEBTOR AND INCLUDED AMONG THE
COLLATERAL.
IN THE EVENT THAT AFTER THE DATE HEREOF THE DEBTOR SHALL ACQUIRE
ANY OR EFFECT ANY REGISTRATION OF ANY SUCH REGISTERED INTELLECTUAL PROPERTY, THE
DEBTOR SHALL PROMPTLY FURNISH WRITTEN NOTICE THEREOF TO THE SECURED PARTY AND
EXECUTE AND DELIVER TO THE SECURED PARTY, AS PROMPTLY AS POSSIBLE AFTER THE DATE
OF SUCH ACQUISITION OR REGISTRATION FULLY COMPLETED COLLATERAL ASSIGNMENTS IN
THE FORMS REQUESTED BY THE SECURED PARTY FOR RECORDATION IN THE U.S. COPYRIGHT
OFFICE OR THE U.S. PATENT AND TRADEMARK OFFICE.
THE DEBTOR HEREBY APPOINTS THE
SECURED PARTY ITS ATTORNEY-IN-FACT TO EXECUTE, DELIVER AND RECORD ANY AND ALL
SUCH AMENDMENTS, AGREEMENTS, INSTRUMENTS AND DOCUMENTS FOR THE FOREGOING
PURPOSES, ALL ACTS OF SUCH ATTORNEY BEING HEREBY RATIFIED AND CONFIRMED AND SUCH
POWER, BEING COUPLED WITH AN INTEREST, SHALL BE IRREVOCABLE FOR SO LONG AS THIS
AGREEMENT SHALL BE IN EFFECT WITH RESPECT TO THE DEBTOR.
4.7
COLLATERAL IN POSSESSION OF THIRD PARTY.
WITHOUT LIMITING THE GENERALITY OF ANY OTHER PROVISION OF THIS AGREEMENT, THE
DEBTOR AGREES THAT IT SHALL NOT PERMIT ANY COLLATERAL TO BE IN THE POSSESSION OF
ANY BAILEE,