“Net Sales” - with respect to any Compound or Product, the gross invoiced sales price of such Compound or Product sold by Ovid, its Affiliates or Sub-licensees (the “Selling Party”), in bulk form or finished product form in arm’s-length transactions to Third Parties, less deductions allowed to the Third Party customer by the Selling Party, to the extent actually taken by such Third Party customer, on such sales for:

Limitation on Bulk Purchases. Without Agent’s prior approval, Borrowers shall not make any Bulk Purchase, # during any period of time when Hypothetical Availability is less than or equal 15% of the Credit Facility Exposure or # that, on a pro forma basis, after giving effect to the contemplated Bulk Purchase, would result in Hypothetical Availability being less than or equal to 15% of the Credit Facility Exposure. Without limiting the foregoing, Contracts purchased as a result of a Bulk Purchase in compliance with this Section: # with an aggregate purchase price that is less than $25,000,000, are to be considered immediately eligible in the calculation of Availability, # with an aggregate purchase price that is equal to or greater than $25,000,000 but equal to or less than $50,000,000, are to be considered eligible in the calculation of Availability only after Agent provides written consent that such Contracts be considered eligible in the calculation of Availability, and # with an aggregate purchase price that is greater than $50,000,000, are to be considered eligible in the calculation of Availability only after Agent provides written confirmation that Required Lenders have consented to such Contracts being considered eligible in the calculation of Availability, in each case provided such Contracts otherwise satisfy the other requirements necessary to be included in the calculation of Availability.

Seller shall indemnify and hold Purchaser harmless from and against any and all taxes, penalties, claims, damages, costs, fees and expenses, including reasonable attorneys’ and experts’ fees, arising out of any tax liability Seller may owe to the State or any noncompliance by Seller with any Bulk Sales laws.

Sales Tax. All stated prices are exclusive of any taxes, fees, duties, and levies, however designated or imposed, including, but not limited to value-added and withholding taxes that are levied or based upon the amounts paid under the terms contained herein (collectively, “Taxes”). Any Taxes related to the Products purchased pursuant to the terms contained herein are the responsibility of ​ (excluding taxes based on ​’s net income) unless ​ presents an exemption certificate acceptable to ​ and the applicable taxing authorities. If possible, ​ will bill Taxes as a separate item on the invoice presented to ​. If any exemption certificate

Comparable store sales

Short Sales. Holder represents and agrees, as applicable: # Holder has not prior to the date hereof, entered into or effected any Short Sales; and # so long as the Note remains outstanding, Holder will not enter into or effect any Short Sales. The Company acknowledges and agrees that upon submission of a Conversion Notice as set forth herein, Holder immediately owns the Common Stock described in the Conversion Notice and any sale of that Common Stock issuable under such Conversion Notice would not be considered short sales. For purposes herein, “Short Sales” shall mean entering into any short sale or other hedging transaction which establishes a net short position with respect to the Company’s Common Stock.

Sales Milestones. Denali shall pay to ​ a one-time milestone payment upon the first occurrence of the events listed in [(a) through (c)] below:

Sales Procedures. The Company and MP Securities agree to cooperate with each other in carrying out the subscription procedures and selling procedures described in the “Plan of Distribution” section of the Prospectus and the summary attached hereto as [Exhibit C].

Asset Sales. Except in connection with an Asset Exchange, sell or permit any Principal Subsidiary to sell, assign, or otherwise dispose of telecommunications assets (whether in one transaction or a series of transactions), if the net, after-tax proceeds thereof are used by the Borrower or any Subsidiary to prepay (other than a mandatory prepayment in accordance with the terms of the applicable governing documents, including pursuant to any put provision) Indebtedness incurred after the date hereof which Indebtedness has a maturity later than the Maturity Date (other than bridge or other financings incurred in connection with an asset purchase or sale, including acquisition indebtedness or indebtedness of an acquired entity or indebtedness incurred to refinance indebtedness outstanding as of the date hereof).

Holdings shall not, and shall not permit any of its Restricted Subsidiaries to consummate an Asset Sale, unless: