PATENT RIGHTS, TOGETHER WITH A COPY OF
THE CORRESPONDING ISSUED PATENT(S) OR PATENT APPLICATION(S) (WHICH IN THE CASE
OF NON-PUBLISHED PATENT APPLICATIONS SHALL BE DEEMED TO BE THE CONFIDENTIAL
INFORMATION OF GRANTOR), (III) PROVIDE A VALUATION CALCULATION FOR THE PROPOSED
SUBSTITUTE PATENT RIGHTS, CALCULATED IN THE SAME MANNER AS WAS USED IN
DETERMINING THE VALUATION OF THE SECURED PATENT RIGHTS AS OF THE EFFECTIVE DATE
(AS SHARED BETWEEN THE PARTIES), WHICH VALUATION CALCULATION SHOWS A DOLLAR
VALUE FOR THE PROPOSED SUBSTITUTE PATENT RIGHTS GREATER THAN THE DOLLAR VALUE
FOR THE SECURED PATENT RIGHTS TO BE SUBSTITUTED.
SECURED PARTY SHALL HAVE
TWENTY (20) BUSINESS DAYS TO NOTIFY GRANTOR OF ITS ACCEPTANCE OR REJECTION OF
THE PROPOSED SUBSITUTE PATENT RIGHTS.
SECURED PARTY MAY REJECT THE PROPOSED
SECURED PATENT RIGHTS BY WRITTEN NOTICE TO GRANTOR IF SECURED PARTY IN ITS
REASONABLE JUDGMENT DETERMINES THAT (X) THE DOLLAR VALUE OF THE PROPOSED
SUBSTITUTE PATENT RIGHTS IDENTIFIED IN THE VALUE CALCULATION IS LESS THAN THE
DOLLAR VALUE OF THE SECURED PATENT RIGHTS TO BE SUBSTITUTED, OR (Y) THE PROPOSED
SUBSTITUTE PATENT RIGHTS DO NOT CONSTITUTE REASONABLY EQUIVALENT COLLATERAL FOR
ANY OTHER REASON.
IF SECURED PARTY DOES NOT ACCEPT THE PROPOSAL WITHIN SUCH
TWENTY (20) DAY PERIOD, THEN SUCH PROPOSAL SHALL BE DEEMED REJECTED. IF SECURED
PARTY ACCEPTS SUCH PROPOSAL, SECURED PARTY HEREBY AGREES TO MODIFY, AMEND, AND
SUPPLEMENT SCHEDULE B TO (A) REMOVE THE SECURED PATENT RIGHTS DESCRIBED IN THE
APPLICABLE NOTICE AS REQUIRED IN CLAUSE (I) ABOVE (B) INCLUDE THE SUBSTITUTE
PATENT RIGHTS DESCRIBED IN SUCH NOTICE AS REQUIRED IN CLAUSE (II) ABOVE AND
(C) RELEASE THE LIEN WITH RESPECT TO THE SUCH SECURED PATENT RIGHTS SO REMOVED.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 2(C) AND FOR CLARITY,
GRANTOR MAY NOT SUBSTITUTE ANY SECURED PATENT RIGHTS THAT ARE BIOMARKER PATENTS
CLAIMING BIOMARKERS USED IN OR EXPECTED TO BE USED IN ANY LICENSED LABORATORY
TEST, TEST KIT OR PROPRIETARY SUPPLIES THAT ARE SUBJECT OF A DEVELOPMENT PROGRAM
WITHOUT THE PRIOR WRITTEN CONSENT OF SECURED PARTY, WHICH CONSENT MAY BE
WITHHELD AT THE SOLE DISCRETION OF SECURED PARTY.
(D)
ADDITIONAL COLLATERAL.
IN THE EVENT THAT GRANTOR FAILS TO TIMELY
MEET ANY DEVELOPMENT MILESTONE SPECIFIED IN THE APPLICABLE DEVELOPMENT PROGRAM
UNDER THE STRATEGIC ALLIANCE AGREEMENT AND, AT THE TIME OF SUCH FAILURE, THE
TOTAL VALUE OF THE COLLATERAL (CALCULATED IN THE SAME MANNER AS WAS USED IN
DETERMINING THE VALUATION OF THE SECURED PATENT RIGHTS AS OF THE EFFECTIVE DATE
(AS SHARED BETWEEN THE PARTIES)) EQUALS LESS THAN 150% OF THE TOTAL PRINCIPAL
AND INTEREST THEN OUTSTANDING UNDER THE CREDIT AGREEMENT (THE "MINIMUM
COLLATERAL VALUE"), THEN SECURED PARTY SHALL HAVE THE RIGHT TO REQUIRE GRANTOR
TO INCLUDE ADDITIONAL BIOMARKER PATENTS (REASONABLY ACCEPTABLE TO SECURED PARTY)
WITHIN THE COLLATERAL UNDER THIS AGREEMENT IN ACCORDANCE WITH THE TERMS OF THIS
SECTION 2(D) SUCH THAT THE TOTAL VALUE OF THE EXISTING COLLATERAL AND SUCH
ADDITIONAL COLLATERAL MEETS THE MINIMUM COLLATERAL VALUE.
IN SUCH EVENT,
SECURED PARTY SHALL PROVIDE GRANTOR WRITTEN NOTICE REFERENCING THIS
SECTION 2(D) TOGETHER WITH A THIRD