RECORDS OF THE COLLATERAL
ACCOUNTS AND ALL OTHER COLLATERAL, AND WILL FURNISH TO THE SECURED PARTIES FROM
TIME TO TIME SUCH STATEMENTS, SCHEDULES AND REPORTS (INCLUDING, WITHOUT
LIMITATION, ACCOUNTS RECEIVABLE AGING SCHEDULES) WITH REGARD TO THE COLLATERAL
AS THE SECURED PARTIES MAY REASONABLY REQUEST.
(B)
THE DEBTOR SHALL, FROM TIME TO TIME AT SUCH
TIMES AS MAY BE REASONABLY REQUESTED AND UPON NOT LESS THAN SEVEN (7) DAYS'
PRIOR NOTICE, PERMIT THE SECURED PARTIES TO VISIT ITS OFFICES OR THE PREMISES
UPON WHICH ANY COLLATERAL MAY BE LOCATED (PROVIDED THAT WITH RESPECT TO
LOCATIONS OWNED OR OPERATED BY THIRD PARTIES, DEBTOR SHALL SATISFY ITS
OBLIGATIONS HEREUNDER BY MAKING REASONABLE COMMERCIAL EFFORTS TO SECURE ACCESS
TO THE SECURED PARTIES), INSPECT ITS BOOKS AND RECORDS RELATING TO THE
COLLATERAL AND MAKE COPIES AND MEMORANDA THEREOF, INSPECT THE COLLATERAL,
DISCUSS ITS FINANCES AND AFFAIRS RELATING TO THE COLLATERAL WITH ITS OFFICERS,
EMPLOYEES AND INDEPENDENT ACCOUNTANTS AND TAKE ANY OTHER ACTIONS NECESSARY FOR
THE PROTECTION OF THE INTERESTS OF THE SECURED PARTIES IN THE COLLATERAL,
PROVIDED THAT SUCH AUDIT OR INSPECTION SHALL NOT BE CONDUCTED MORE THAN ONCE PER
YEAR.
4.4
ACCOUNTS.
UNLESS NOTIFIED OTHERWISE BY THE
SECURED PARTIES IN ACCORDANCE WITH THE TERMS HEREOF, THE DEBTOR SHALL ENDEAVOR
TO COLLECT ITS COLLATERAL ACCOUNTS AND ALL AMOUNTS OWING TO IT THEREUNDER IN THE
ORDINARY COURSE OF ITS BUSINESS CONSISTENT WITH PAST PRACTICES AND SHALL APPLY
FORTHWITH UPON RECEIPT THEREOF ALL SUCH AMOUNTS AS ARE SO COLLECTED TO THE
OUTSTANDING BALANCES THEREOF, AND IN CONNECTION THEREWITH SHALL, AT THE REQUEST
OF THE SECURED PARTIES, TAKE SUCH REASONABLE ACTION AS THE SECURED PARTIES MAY
DEEM NECESSARY OR ADVISABLE (WITHIN APPLICABLE LAWS) TO ENFORCE SUCH
COLLECTION.
THE DEBTOR SHALL PROMPTLY INFORM THE SECURED PARTIES OF ANY
DISPUTES WITH ANY ACCOUNT DEBTOR OR OBLIGOR AND OF ANY CLAIMED OFFSET AND
COUNTERCLAIM THAT MAY BE ASSERTED WITH RESPECT THERETO INVOLVING, IN EACH CASE,
ANY MATERIAL AMOUNT, WHERE THE DEBTOR REASONABLY BELIEVES THAT THE LIKELIHOOD OF
PAYMENT BY SUCH ACCOUNT DEBTOR IS MATERIALLY IMPAIRED, INDICATING IN DETAIL THE
REASON FOR THE DISPUTE, ALL CLAIMS RELATING THERETO AND THE AMOUNT IN
CONTROVERSY.
4.5
COLLATERAL INVENTORY.
DEBTOR WILL MAINTAIN
AT ALL TIMES AT LEAST SIX MONTHS' INVENTORY OF ACTIVE PHARMACEUTICAL INGREDIENT
FOR MUSE.
4.6
INTELLECTUAL PROPERTY.
THE DEBTOR WILL
EXECUTE AND DELIVER TO THE SECURED PARTIES FULLY COMPLETED COLLATERAL
ASSIGNMENTS IN THE FORMS REQUESTED BY THE SECURED PARTIES FOR RECORDATION IN THE
U.S. COPYRIGHT OFFICE OR THE U.S. PATENT AND TRADEMARK OFFICE WITH REGARD TO ANY
REGISTERED INTELLECTUAL PROPERTY OWNED BY THE DEBTOR AND INCLUDED AMONG THE
COLLATERAL.
IN THE EVENT THAT AFTER THE DATE HEREOF THE DEBTOR SHALL ACQUIRE
ANY OR EFFECT ANY REGISTRATION OF ANY SUCH REGISTERED INTELLECTUAL PROPERTY, THE
DEBTOR SHALL PROMPTLY FURNISH WRITTEN NOTICE THEREOF TO THE SECURED PARTIES AND
EXECUTE AND DELIVER TO THE SECURED PARTIES, AS PROMPTLY AS POSSIBLE AFTER THE
DATE OF SUCH ACQUISITION OR REGISTRATION FULLY COMPLETED COLLATERAL ASSIGNMENTS
IN THE FORMS REQUESTED BY THE SECURED PARTIES FOR RECORDATION IN THE U.S.
COPYRIGHT OFFICE