Account of RIGEL PHARMACEUTICALS, INC.
Dear Sir or Madam:
This agreement ("Control Agreement") is entered by and among COMERICA BANK -
CALIFORNIA ("Bank"), RIGEL PHARMACEUTICALS, INC. ("Pledgor") and Comerica
Securities, Inc. ("Securities Intermediary").
1.
THIS CONTROL AGREEMENT CONCERNS ANY
ACCOUNT (COLLECTIVELY, THE "SECURITIES ACCOUNT") ESTABLISHED BY PLEDGOR WITH
SECURITIES INTERMEDIARY, WHETHER NOW EXISTING OR HEREAFTER ARISING.
PURSUANT TO
THAT CERTAIN LOAN AND SECURITY AGREEMENT DATED AS OF THE DATE HEREOF (AS AMENDED
FROM TIME TO TIME, THE "SECURITY AGREEMENT"), BANK HAS A SECURITY INTEREST IN
ALL OF PLEDGOR'S PRESENT AND FUTURE RIGHT, TITLE AND INTEREST IN, TO AND UNDER
THE SECURITIES ACCOUNT MAINTAINED WITH SECURITIES INTERMEDIARY IN CONNECTION
WITH THE SECURITIES, SECURITIES ENTITLEMENTS OR OTHER INVESTMENT PROPERTY,
INSTRUMENTS AND FINANCIAL ASSETS CONTAINED IN THE SECURITIES ACCOUNT, AND ALL
INVESTMENT PROPERTY, INSTRUMENTS AND FINANCIAL ASSETS AT ANY TIME HELD OR
MAINTAINED IN THE SECURITIES ACCOUNT, TOGETHER WITH ALL INVESTMENT PROPERTY,
INSTRUMENTS AND FINANCIAL ASSETS SUBSTITUTED THEREFORE OR FOR ANY PART THEREOF,
ALL INTEREST, DIVIDENDS, INCREASES, PROFITS, NEW FINANCIAL ASSETS OR OTHER
INCREMENTS, DISTRIBUTIONS OR RIGHTS OF ANY KIND RECEIVED ON ACCOUNT OF ANY OF
THE FOREGOING, AND ALL OTHER INCOME RECEIVED IN CONNECTION THEREWITH AND ALL
PRODUCTS OR PROCEEDS THEREOF (WHETHER CASH OR NON-CASH PROCEEDS)(COLLECTIVELY,
THE "SECURITIES ENTITLEMENT").
BANK, PLEDGOR AND SECURITIES INTERMEDIARY ARE
ENTERING INTO THIS CONTROL AGREEMENT TO PERFECT BANK'S SECURITY INTEREST IN THE
SECURITIES ACCOUNT.
2.
THE SECURITIES ENTITLEMENT IS TO BE
HELD IN THE SECURITIES ACCOUNT AND IS AND WILL REMAIN SUBJECT TO A FIRST
PRIORITY SECURITY INTEREST IN FAVOR OF BANK.
THE SECURITIES ACCOUNT IS NOT A
MARGIN ACCOUNT OR SUBJECT TO CHECK WRITING PRIVILEGES. ALL RIGHTS OF SECURITIES
INTERMEDIARY IN THE SECURITIES ACCOUNT EXCEPT FOR PERMITTED LIENS AS DEFINED
BELOW SHALL BE SUBORDINATED AND POSTPONED IN FAVOR OF BANK'S RIGHTS AND
INTERESTS THEREIN UNDER AND PURSUANT TO THE SECURITY AGREEMENT.
3.
UNTIL SECURITIES INTERMEDIARY IS
NOTIFIED TO THE CONTRARY BY BANK IN ANY ENTITLEMENT ORDER OR OTHER NOTICE
("NOTICE"), SECURITIES INTERMEDIARY IS AUTHORIZED TO ACT UPON THE INSTRUCTION OF
PLEDGOR, OR ITS AUTHORIZED REPRESENTATIVES, AND COMPLY WITH PLEDGOR'S (OR ITS
AUTHORIZED REPRESENTATIVES) INSTRUCTIONS FOR THE FOLLOWING PURPOSES:
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make trades of any and all of the financial assets held in
the Securities Account &/or
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receiving any distributions relating to the Securities
Entitlement &/or
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making any withdrawals of any and all of the financial
assets held in the Securities Account or the
1
proceeds thereof.
Upon and following receipt of Notice until revocation or withdrawl of such
Notice in writing by Bank, (i) Securities Intermediary shall immediately cease
complying with instructions concerning the Securities Account and the Securities
Entitlement originated by the Pledgor, or its representatives, and thereafter
shall comply with the instructions of Bank without further consent by Pledgor;
(ii) Securities Intermediary shall not be authorized to release any of the
Securities Entitlement or any proceeds thereof or make any distribution from the
Securities Account to any party other than Bank, until otherwise instructed by
Bank in writing; (iii) Securities Intermediary is