PRINCIPAL PLACE OF
BUSINESS;
(II)
NOT LOCATE ANY COLLATERAL IN ANY LOCATION
OTHER THAN (1) THOSE OWNED BY BORROWER OR FOR WHICH IT HAS DELIVERED AN
AGREEMENT DESCRIBED IN SECTION 13(B) HEREOF, (2) THE DEPOSIT ACCOUNTS AS
CONTEMPLATED BY THE LOCKBOX AGREEMENT, OR (3) IN THE LOCATIONS AS CONTEMPLATED
IN SECTION 14(F), AND SHALL NOT RELOCATE ANY COLLATERAL FROM ITS LOCATION AS OF
THE CLOSING DATE TO ANOTHER SUCH LOCATION WITHOUT FIRST NOTIFYING INVESTOR IN
WRITING OF SUCH RELOCATION;
(III)
GIVE THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO
INVESTOR OF ITS INTENT TO ESTABLISH ANY ADDITIONAL PLACE OF BUSINESS;
(IV)
OTHER THAN ITEMS DEPOSITED FOR COLLECTION IN THE
LOCKBOX ACCOUNT, FORTHWITH TURN OVER (WITH ANY REQUIRED ENDORSEMENT AND
ASSIGNMENT REQUESTED BY INVESTOR), ANY INSTRUMENT OR CASH CONSTITUTING
COLLATERAL;
(V)
NOT CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
LIEN WITH RESPECT TO COLLATERAL, OTHER THAN PERMITTED LIENS;
(VI)
NOT TRANSFER THE COLLATERAL, OTHER THAN THE
PROCEEDS THE BORROWER IS PERMITTED TO RECEIVE IN ACCORDANCE WITH THE LOCKBOX
AGREEMENT, EXCEPT (X) WITH RESPECT TO THE LFRP, LICENSING OUT IN THE ORDINARY
COURSE OF BUSINESS OF THE LFRP CONSISTENT WITH PAST PRACTICES, OR (Y) OUTSIDE
THE SCOPE OF THE LFRP, NON-EXCLUSIVE LICENSING OUT OF LFRP INTELLECTUAL PROPERTY
(INCLUDING THE PROVISION OF LFRP LIBRARIES OR OTHER BIOLOGICAL MATERIAL) BUT
LIMITED TO A SCOPE OR FOR A USE SO AS NOT TO COMPETE WITH THE LFRP; PROVIDED,
THAT NON-EXCLUSIVE LICENSING OF LFRP INTELLECTUAL PROPERTY UNDER INTERNALLY
DEVELOPED PRODUCT AGREEMENTS OR UNDER CO-DEVELOPMENT AGREEMENTS SHALL NOT BE
CONSIDERED IN BREACH HEREOF, SO LONG AS IN NO EVENT SHALL ANY THIRD PARTY OR
AFFILIATE BE GRANTED A LICENSE OR OTHER RIGHTS UNDER THE LFRP INTELLECTUAL
PROPERTY (INCLUDING THE PROVISION OF LFRP LIBRARIES OR OTHER BIOLOGICAL
MATERIAL) IN A WAY THAT WOULD ALLOW SUCH
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.
Asterisks denote such omission.
9
THIRD PARTY OR AFFILIATE TO OPERATE A FUNDED RESEARCH OR LICENSING PROGRAM THAT
WOULD COMPETE WITH THE LFRP.
(VII)
IN THE EVENT THAT BORROWER HAS RIGHTS TO A
COMMERCIAL TORT CLAIM CONSTITUTING COLLATERAL, NOTIFY INVESTOR AND PROVIDE A
DETAILED DESCRIPTION OF THE CLAIM AND SHALL GRANT INVESTOR A SECURITY INTEREST
THEREIN IN A MANNER SPECIFIED BY INVESTOR; AND
(VIII)
IN THE EVENT THAT BORROWER SHALL HAVE A SECURITY
INTEREST IN ANY PROPERTY SECURING ANY COLLATERAL, PROMPTLY EXECUTE AN ASSIGNMENT
OF SUCH SECURITY INTEREST TO INVESTOR.
(B)
BORROWER SHALL, AT BORROWER'S SOLE COST AND
EXPENSE, (A) TAKE ANY AND ALL ACTIONS AND MAKE ALL PAYMENTS, WHICH ARE NECESSARY
AND DESIRABLE TO DILIGENTLY MAINTAIN THE LFRP PATENTS OWNED BY IT; (B) DEFEND
SUCH LFRP PATENTS AGAINST ANY CLAIMS OF INVALIDITY OR UNENFORCEABILITY; AND
(C) TAKE COMMERCIALLY REASONABLE MEASURES TO PROTECT THE PROPRIETARY NATURE OF
EACH ITEM OF LFRP INTELLECTUAL PROPERTY AND TO MAINTAIN IN CONFIDENCE ALL
CONFIDENTIAL INFORMATION COMPROMISING A PART THEREOF; PROVIDED, THAT IN NO EVENT
SHALL BORROWER BE REQUIRED TO TAKE ANY ACTION UNDER SUBSECTION (B) OR (C) IF:
(I) THE FAILURE TO TAKE ACTION