PLEDGOR, INCLUDING, BUT NOT LIMITED TO,
REMOVING THE NAME OF BANK FROM THE SECURITIES ACCOUNT OR TRANSFERRING ALL OF THE
FINANCIAL ASSETS AND CREDIT BALANCES IN THE SECURITIES ACCOUNT TO ANOTHER
SECURITIES ACCOUNT IN THE NAME OF THE PLEDGOR OR ITS DESIGNEE.
9.
THIS CONTROL AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE PARTIES
HERETO, AND SHALL BE GOVERNED BY, AND IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
10.
THIS CONTROL AGREEMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH
TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
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11.
PLEDGOR ACKNOWLEDGES THAT THIS CONTROL
AGREEMENT SUPPLEMENTS PLEDGOR'S EXISTING AGREEMENTS WITH SECURITIES
INTERMEDIARY.
THIS CONTROL AGREEMENT DOES NOT CREATE ANY OBLIGATION OR DUTY OF
SECURITIES INTERMEDIARY OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN.
IF THIS
CONTROL AGREEMENT CONFLICTS WITH ANY OTHER AGREEMENT BETWEEN SECURITIES
INTERMEDIARY AND PLEDGOR, THE TERMS OF THIS CONTROL AGREEMENT SHALL PREVAIL.
12.
THIS CONTROL AGREEMENT IS AN INTEGRATED
AGREEMENT AND SUPPLEMENTS ALL NEGOTIATIONS AND AGREEMENT WITH RESPECT TO THE
SUBJECT MATTER HEREOF. ANY AMENDMENTS HERETO SHALL BE IN WRITING AND SIGNED BY
ALL PARTIES.
13.
UNLESS OTHERWISE PROVIDED IN THIS CONTROL
AGREEMENT, ALL NOTICES OR DEMANDS RELATING TO THIS CONTROL AGREEMENT SHALL BE IN
WRITING AND (EXCEPT FOR ACCOUNT STATEMENTS AND OTHER INFORMATIONAL DOCUMENTS
WHICH MAY BE SENT BY FIRST-CLASS MAIL, POSTAGE PREPAID) SHALL BE PERSONALLY
DELIVERED, SENT BY CERTIFIED MAIL OR BY FACSIMILE TO BANK, PLEDGOR OR SECURITIES
INTERMEDIARY, AS THE CASE MAY BE, AT THE ADDRESS SET FORTH BELOW:
If to Bank:
Comerica Bank-California
9920 S. La Cienega Blvd., Suite #628
Inglewood, CA
90301-4423
Telephone:
(310) 417-5600
Facsimile:
(310) 417-5414
Attention:
Manager
With a copy to :
Comerica Bank-California
Five Palo Alto Square - 8th Floor
3000 El Camino Real
Palo Alto, CA
94306
Attn: Jonathan H. Norris
FAX:
(650) 213-1710
If to Pledgor:
RIGEL PHARMACEUTICALS, INC.
240 East Grand Avenue
South San Francisco, CA 94080
Attn:
Chief Financial Officer
FAX:
(650) 624-1101
If to Securities Intermediary:
Comerica Securities, Inc.
201 N. Figueroa St., 1st. Floor
Los Angeles, CA 90012
Telephone: (213)484-3758
Facsimile: (213)484-3795
Attn: Jack Singer
14.
WAIVER OF JURY TRIAL.
THE PARTIES
ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT
MAY BE WAIVED.
EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO
CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY,
AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED
TO, THIS AGREEMENT.
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Please sign where indicated below to reflect your acknowledgment of and
agreement to the foregoing terms and conditions.
Very truly yours,
COMERICA BANK - CALIFORNIA
By:
/s/ John Norris
Title:
VP, Technology & Life Sciences Group
RIGEL PHARMACEUTICALS, INC.
Pledgor
By:
/s/ James H. Welch
Title:
Chief