PERIOD OF ONE HUNDRED TWENTY (120) CALENDAR
DAYS AFTER PRF'S RECEIPT OF WRITTEN NOTICE FROM AVANT OF THE GSK LICENSE
AGREEMENT EXTENSION TO PROPOSE AND NEGOTIATE WITH AVANT AN EXTENSION OF THE TERM
HEREUNDER COINCIDENT WITH THE EXTENSION OF THE GSK LICENSE AGREEMENT.
AFTER THE
END OF SUCH 120-DAY PERIOD, AVANT SHALL HAVE NO FURTHER OBLIGATION TO PRF UNDER
THIS SECTION 5.06(B).
(C)
IF AND WHEN (I) THE AGGREGATE PRODUCT PAYMENT
AMOUNT PAID TO PRF AT ANY TIME DURING THE TERM EXCEEDS 245% OF THE PURCHASE
PRICE; AND (II) AVANT HAS FULLY PERFORMED ITS OBLIGATIONS UNDER SECTIONS
5.06(A) AND (B) ABOVE, PURSUANT TO WHICH NO TRANSFER TO PRF OR
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EXTENSION OF THE TERM, AS APPLICABLE, RESULTED THEREUNDER; AND (III) AVANT
PROPOSES TO TRANSFER ANY OF ITS REMAINING RIGHTS TO PAYMENT RELATING TO THE
PRODUCT TO AN UNAFFILIATED BONA FIDE THIRD PARTY; THEN PRF SHALL (X) UPON THE
CONSUMMATION OF SUCH TRANSFER, RELEASE ITS SECURITY INTEREST IN THAT PORTION OF
THE COLLATERAL RELATING SOLELY TO SUCH REMAINING RIGHTS TO PAYMENT (AND PRF
HEREBY AGREES TO TAKE ALL ACTION REASONABLY REQUESTED BY AVANT TO CAUSE SUCH
RELEASE, INCLUDING AMENDING THE SECURITY AGREEMENT AND THE DEPOSIT AGREEMENT),
AND (Y) IN THE EVENT SUCH TRANSFEREE SEEKS A SECURITY INTEREST JUNIOR TO PRF, IN
GOOD FAITH NEGOTIATE AND ENTER INTO WITH THE PROPOSED TRANSFEREE A MUTUALLY
AGREEABLE INTERCREDITOR AGREEMENT ON MARKET TERMS RELATING TO PRF'S FIRST
PRIORITY SECURITY INTEREST IN THE COLLATERAL OTHER THAN THE PURCHASED INTEREST.
SECTION 5.07
SECURITY AGREEMENT.
AVANT shall, at all times until the Obligations are paid and performed in full,
grant in favor of PRF a valid, continuing, first perfected lien on and security
interest in the Purchased Interest and the other Collateral.
SECTION 5.08
REASONABLE BEST EFFORTS; FURTHER ASSURANCE.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, EACH PARTY HERETO WILL USE ITS REASONABLE BEST EFFORTS TO TAKE, OR
CAUSE TO BE TAKEN, ALL ACTIONS AND TO DO, OR CAUSE TO BE DONE, ALL THINGS
NECESSARY UNDER APPLICABLE LAWS AND REGULATIONS TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY ANY TRANSACTION DOCUMENT.
PRF AND AVANT AGREE TO EXECUTE AND
DELIVER SUCH OTHER DOCUMENTS, CERTIFICATES, AGREEMENTS AND OTHER WRITINGS
(INCLUDING PROPER FINANCING STATEMENT FILINGS (INCLUDING FORM UCC-1S) REQUESTED
BY PRF) AND TO TAKE SUCH OTHER ACTIONS AS MAY BE NECESSARY IN ORDER TO
CONSUMMATE OR IMPLEMENT EXPEDITIOUSLY THE TRANSACTIONS CONTEMPLATED BY ANY
TRANSACTION DOCUMENT AND TO VEST IN PRF GOOD, VALID AND MARKETABLE RIGHTS AND
INTERESTS IN AND TO THE PURCHASED INTEREST FREE AND CLEAR OF ALL LIENS, EXCEPT
THOSE LIENS CREATED IN FAVOR OF PRF PURSUANT TO THE SECURITY AGREEMENT AND ANY
OTHER TRANSACTION DOCUMENT.
NOTWITHSTANDING THE FOREGOING OR THE REMAINDER OF
THIS SECTION 5.08, (I) AVANT SHALL NOT BE OBLIGATED TO SEEK AN AMENDMENT TO THE
GSK LICENSE AGREEMENT, AND (II) THE LICENSE AGREEMENTS SHALL BE SUBJECT TO
SECTION 5.10 IN LIEU OF THIS SECTION 5.08.
(B)
EACH OF THE PARTIES HERETO SHALL EXECUTE AND
DELIVER SUCH ADDITIONAL DOCUMENTS, CERTIFICATES AND INSTRUMENTS, AND PERFORM
SUCH ADDITIONAL