SHALL BE HELD SOLELY
FOR THE BENEFIT OF COMPANY, SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, THE SECURITY AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
SUBJECT
TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE SECURITY AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS, COMPANY SHALL HAVE IMMEDIATE AND FULL ACCESS TO ANY
FUNDS HELD IN THE COMPANY CONCENTRATION ACCOUNT AND SUCH FUNDS SHALL NOT BE
SUBJECT TO ANY CONDITIONS OR RESTRICTIONS WHATSOEVER OTHER THAN THOSE OF THE
LOCKBOX BANK, PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL (I) AFFECT OR REDUCE
COMPANY'S OBLIGATIONS TO PAY IN FULL ALL AMOUNTS DUE TO ASSIGNEE UNDER THIS
AGREEMENT, OR (II) IN ANY MANNER LIMIT THE RECOURSE OF ASSIGNEE TO THE ASSETS OF
COMPANY TO SATISFY COMPANY'S OBLIGATIONS.
(E)
SWEEPS FROM THE LOCKBOX ACCOUNT SHALL BE MADE PURSUANT TO
EXHIBIT K.
(F)
COMPANY SHALL PAY FOR ALL FEES, EXPENSES AND CHARGES OF THE
LOCKBOX BANK BY DEBITING THE COMPANY CONCENTRATION ACCOUNT.
(G)
WITH RESPECT TO ANY EXISTING LICENSE AGREEMENT OR INVOICE ENTERED
INTO OR ISSUED BY COMPANY IN RELATION THERETO, COMPANY SHALL IMMEDIATELY UPON
THE EXECUTION OF THE LOCKBOX AGREEMENT (A) NOTIFY THE APPLICABLE CONTRACT PARTY
TO REMIT TO THE LOCKBOX ACCOUNT WHEN DUE ALL ROYALTIES THAT ARE DUE AND PAYABLE
TO COMPANY IN RESPECT OF OR DERIVED FROM SUCH LICENSE AGREEMENT OR INVOICE AND
(B) IN EACH CASE, PROVIDE TO ASSIGNEE A COPY OF EACH SUCH NOTIFICATION.
(H)
COMPANY SHALL HAVE NO RIGHT TO TERMINATE THE LOCKBOX ACCOUNT
WITHOUT ASSIGNEE'S PRIOR WRITTEN CONSENT.
ANY SUCH CONSENT, WHICH ASSIGNEE MAY
GRANT OR WITHHOLD IN ITS DISCRETION, SHALL BE SUBJECT TO THE SATISFACTION OF
EACH OF THE FOLLOWING CONDITIONS TO THE SATISFACTION OF ASSIGNEE:
(I)
THE SUCCESSOR LOCKBOX BANK SHALL BE REASONABLY ACCEPTABLE TO
ASSIGNEE;
(II)
ASSIGNEE, COMPANY AND THE SUCCESSOR LOCKBOX BANK SHALL HAVE
ENTERED INTO A LOCKBOX AGREEMENT SUBSTANTIALLY IN THE FORM OF THE LOCKBOX
AGREEMENT INITIALLY ENTERED INTO;
(III)
ALL FUNDS AND ITEMS IN THE ACCOUNTS SUBJECT TO THE LOCKBOX
AGREEMENT TO BE TERMINATED SHALL BE TRANSFERRED TO THE NEW ACCOUNTS HELD AT THE
SUCCESSOR LOCKBOX BANK PRIOR TO THE TERMINATION OF THE THEN EXISTING LOCKBOX
BANK; AND,
(IV)
ASSIGNEE SHALL HAVE RECEIVED EVIDENCE THAT ALL OF THE APPLICABLE
PARTIES PAYING ROYALTIES HAVE BEEN INSTRUCTED TO REMIT ALL FUTURE PAYMENTS TO
THE NEW ACCOUNTS HELD AT THE SUCCESSOR LOCKBOX BANK.
(I)
PRIOR TO THE DATE ON WHICH THE LOCKBOX AGREEMENT IS EXECUTED BY
ALL PARTIES THERETO, COMPANY SHALL, CAUSE ANY PAYMENTS THAT WOULD BE SWEPT INTO
THE ASSIGNEE CONCENTRATION ACCOUNT PURSUANT TO EXHIBIT K BUT ARE RECEIVED BY
COMPANY TO BE PAID DIRECTLY TO ASSIGNEE, BY WIRE TRANSFER TO ASSIGNEE'S ACCOUNT,
ON WEDNESDAY OF EVERY OTHER WEEK FOR THE PERIOD ENDING ON THE FRIDAY OF THE
IMMEDIATELY PRIOR TWO WEEKS.
Confidential materials omitted and filed separately with the Securities and
Exchange
Commission.
Asterisks denote such omission.
16
(J)
FOLLOWING THE DATE ON WHICH THE LOCKBOX AGREEMENT IS EXECUTED,
ALL GROSS PAYMENTS SHALL BE PAID INTO THE LOCKBOX ACCOUNT, AND AMOUNTS DEPOSITED
THEREIN SHALL