BioThrax/NuThrax. The termination or expiration of, or the receipt of any notice by the Borrower or any Subsidiary to terminate, any Material Contract of the Borrower or any Subsidiary for the sale of BioThrax or NuThrax to any Governmental Authority of the Federal Government of the United States, to the extent a reasonably suitable replacement contract (in the reasonable judgment of the Borrower in good faith) with a Governmental Authority is not entered into by the Borrower or such Subsidiary within thirty (30) days after such termination or expiration of, or receipt of notice to terminate, such Material Contract or, if on the termination of such 30-day period, the parties to such Material Contract are engaging in active negotiations to extend or replace such Material Contract (as determined by the Borrower in good faith), within ninety (90) days after such termination or expiration of, or receipt of notice to terminate, such Material Contract; provided that NuThrax shall be deemed to be a reasonably suitable replacement for BioThrax to the extent that NuThrax has either obtained # full FDA approval or # FDA emergency use authorization pursuant to [Section 564] of the FFDCA.

“NuThrax” means NuThrax™ (BioThrax® (Anthrax Vaccine Adsorbed) in combination with a novel immunostimulatory compound, CPG 7909).

Notwithstanding anything to the contrary contained herein, no Credit Party shall take any action with respect to the BioThrax Receivables Account or the NuThrax Receivables Account which could impair, in any manner, any assignment of payments made under the Federal Assignment of Claims Act of 1940 in favor of the Administrative Agent, for the benefit of the Secured Parties, with respect to the BioThrax Contract or the NuThrax Contract.

non-exclusive licenses of IP Rights (other than any IP Rights related to BioThrax or NuThrax) on customary terms consistent with the ordinary course of business in the biotechnology industry;

promptly after the same are available, copies of each new or replacement BioThrax Contract and replacement NuThrax Contract and each material amendment or material modification thereto (as determined by the Borrower in good faith) entered into after the Closing Date;

“Material Contract” means, with respect to the Borrower and its Subsidiaries, # the BioThrax Contract, # the NuThrax Contract and # each contract to which such Person is a party involving aggregate consideration payable to or by such Person of $50,000,000 or more in any year; provided, however, notwithstanding the foregoing, # the NuThrax Contract shall not constitute a “Material Contract” unless NuThrax has obtained either # full FDA approval or # FDA emergency use authorization pursuant to [Section 564] of the FFDCA and # in no event shall the BARDA Contract constitute a “Material Contract”.

conducted, or heard by or before, or otherwise involving, any Governmental Authority (whether completed or pending) seeking the voluntary or other recall, withdrawal, suspension, or seizure of any such product that is developed, produced, manufactured, tested, packaged, labeled, marketed, sold, and/or distributed by a Credit Party or any of its Subsidiaries that # in the case of the BioThrax Contract and the NuThrax Contract, would reasonably be expected to result in a Default pursuant to [Section 10.1(m) and (y)] in each other case, would reasonably be expected to have a Material Adverse Effect.

“BioThrax” means BioThrax® (Anthrax Vaccine Absorbed), a vaccine indicated for the active immunization for the prevention of disease caused by Bacillus anthracis.

“NuThrax Receivables Account” means any account in which payments from the Federal Government (or any subdivision or agency thereof) on account of the NuThrax Contract are made or deposited.

“BioThrax Contract” means that certain CDC BioThrax Procurement Contract (Contract No. 200- 2017- 92634), effective December 8, 2016, between Emergent BioDefense Operations Lansing LLC and the Centers for Disease Control and Prevention, as the same may be amended, restated, supplemented, replaced, substituted for, renewed, or otherwise modified from time to time.