LEASE,
LESSOR MAKES NO AND SPECIFICALLY EXCLUDES ANY REPRESENTATION OR WARRANTY
RELATING TO ANY SOFTWARE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE,
VALIDITY OR ENFORCEABILITY OF LICENSE, NONINFRINGEMENT, AVAILABILITY OR QUALITY
OF VENDOR SUPPORT, OR FITNESS FOR ANY PARTICULAR PURPOSE.
3.
LICENSE ASSIGNMENT AGREEMENT.
IN THE CASE OF SOFTWARE WITH A
LESSOR'S COST IN EXCESS OF $100,000, LESSEE SHALL USE ITS BEST EFFORTS TO ENSURE
THE RECEIPT BY LESSOR OF A LICENSE ASSIGNMENT AGREEMENT IN FORM AND SUBSTANCE
SATISFACTORY TO LESSOR AND AS SET FORTH ON EXHIBIT 1 HERETO (THE "SOFTWARE
LICENSE ASSIGNMENT AGREEMENT") AS AN EXPRESS CONDITION PRECEDENT TO THE ADVANCE
BY LESSOR OF ANY FUNDS TO ANY PARTY WITH RESPECT TO THE SOFTWARE.
BREACH BY
LESSEE OF ANY MATERIAL TERM OR CONDITION OF ANY LICENSE AGREEMENT GOVERNING THE
RIGHT TO USE ANY SOFTWARE WHICH IS NOT CURED WITHIN THE APPLICABLE GRACE PERIOD
SHALL BE AN EVENT OF DEFAULT UNDER THE MASTER LEASE.
4.
APPLICABILITY OF LEASE.
THE MASTER LEASE, LEASE LINE SCHEDULE,
EQUIPMENT SCHEDULE, SOFTWARE LICENSE ASSIGNMENT AGREEMENT, AND THIS RIDER, AND
ALL DOCUMENTS ENTERED INTO IN CONNECTION THERE­WITH, GOVERN LESSEE'S OBLIGATIONS
OF PAYMENT AND PERFORMANCE TO LESSOR WITH RESPECT TO THE SOFTWARE, WHETHER OR
NOT THE SOFTWARE REPRESENTS GOODS CAPABLE OF BEING LEASED PURSUANT TO THE UCC.
5.
LICENSE PERFORMANCE.
LESSEE AGREES THAT IN ADDITION TO LESSOR'S
REMEDIES FOLLOWING AN EVENT OF DEFAULT AND DURING ITS CONTINUANCE, LESSOR MAY
UPON NOTICE TO LESSEE REQUIRING THE SAME CAUSE LESSEE TO CEASE ALL USE OF THE
SOFTWARE AND TO ASSEMBLE AND DELIVER TO LESSOR THE SAME IN ELECTRONIC OR OTHER
FORM.
LESSEE SHALL REMIT TO LESSOR UPON DEMAND ANY AMOUNTS DUE AND PAYABLE WITH
RESPECT TO THE LICENSING OF ANY SOFTWARE OR THE ASSIGNMENT THEREOF.
LESSEE
AGREES THAT MONETARY DAMAGES ARE NOT A SUFFICIENT REMEDY AND WILL NOT ADEQUATELY
COMPENSATE LESSOR FOR LESSEE'S BREACH OF THIS SECTION, AND THAT LESSOR SHALL BE
ENTITLED TO SEEK SPECIFIC PERFORMANCE OR OTHER INJUNCTIVE OR EQUITABLE RELIEF.
1
6.
INTEGRATION.
THIS RIDER REPRESENTS THE ENTIRETY OF THE
UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO ITS SUBJECT MATTER, AND MAY
ONLY BE MODIFIED BY A WRITTEN INSTRUMENT SIGNED BY THE PARTY TO BE CHARGED.
ALL
RIGHTS AND REMEDIES OF LESSOR HEREIN ARE IN ADDITION TO, AND NOT IN LIMITATION
OF, THE RIGHTS AND REMEDIES OF LESSOR UNDER THE LEASE.
LESSEE:
LESSOR:
RIGEL PHARMACEUTICALS, INC.
LIGHTHOUSE CAPITAL PARTNERS IV, L.P.
By:
/s/ James Welch
By:
LIGHTHOUSE MANAGEMENT
PARTNERS IV, L.L.C., its general partner
Name:
James Welch
Title:
Chief Financial Officer
By:
/s/ Denis Ryan
Name:
Denis Ryan
Title:
Chief Operating Officer
2
ANNEX B-1
EXHIBIT 1
SOFTWARE LICENSE ASSIGNMENT AGREEMENT
This SOFTWARE LICENSE ASSIGNMENT AGREEMENT (this "Agreement") is
entered into _______, _____, by and between ______________________ ("Vendor"),
LIGHTHOUSE CAPITAL PARTNERS II, L.P., a Delaware limited partnership ("Lessor")
and RIGEL PHARMACEUTICALS, INC., a Delaware corporation ("Lessee"), with respect
to certain items of computer software purchased or licensed from Vendor as more
specifically described in attachments hereto (the "Software") in connection with
that certain Equipment