The Parties irrevocably acknowledge and agree that they are now and forever estopped and precluded from contesting or denying the validity and enforceability of this Agreement.

Authority Relative to this Agreement. The Company has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which the Company is (or with respect to Ancillary

Each of BRPA and Merger Sub has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which BRPA or Merger Sub, respectively is (or with respect to Ancillary Agreements to be entered into at or prior to the Closing, will be) a party and, subject to the receipt of the BRPA Stockholder Approval, to consummate the Merger. The execution and delivery of this Agreement and each Ancillary Agreement by BRPA and Merger Sub, respectively, has been (or with respect to Ancillary Agreements to be entered into at the Closing, will be) duly authorized by all necessary corporate action on the part of BRPA and Merger Sub, subject to the receipt of the BRPA Stockholder Approval. This Agreement and each Ancillary Agreement to which BRPA or Merger Sub, respectively, is (or with respect to Ancillary Agreements to be entered into at or prior to the Closing, will be) a party # has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be when executed and delivered) duly executed and delivered by BRPA and Merger Sub and # assuming due authorization, execution and delivery thereof by each other party hereto and thereto, is (or, in the case of Ancillary Agreements to be entered into at the Closing, will be when executed and delivered) enforceable against BRPA and Merger Sub in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Benefits of this Warrant Agreement. Nothing in this Warrant Agreement shall be construed to give to any person or corporation other than Company and Warrant Holder any legal or equitable right, remedy or claim under this Warrant Agreement, and this Agreement shall be for the sole and exclusive benefit of Company and Warrant Holder.

Communications Pertaining to this Agreement. You will not, without the prior written approval of the Company, issue any public statements with respect to this Agreement, or otherwise publicize this Agreement, including statements on any website or respond to any inquiries regarding this Agreement by the media. The Company will not, without your prior written approval, issue any press releases with respect to this Agreement unless otherwise required by law, rule or regulation (including NYSE rules), in which event the Company will use reasonable efforts to provide you with an advance draft of such press release and consider, in its sole and absolute discretion, any of your comments, time permitting.

Terms of this Agreement; Publicity. The Parties agree that the terms of this Agreement shall be treated as Confidential Information of both Parties, and thus may be disclosed only as permitted by Section 6.1(c), with the exception, however, that, in order to comply with the stipulations in the [Sections 5.2 through 5.4] of this Agreement, Northern shall be allowed to disclose the terms of this Agreement to bone fide potential licensee of the Northern Patent Rights covering Other Compounds. Each Party agrees not to issue any press release or other public statement disclosing information relating to this Agreement or the transactions contemplated hereby or the terms hereof without the prior written consent of the other Party or as permitted by Section 6.1(c).

Executed Counterparts of this Agreement. The Lender shall have executed this Agreement and received a counterpart of this Agreement signed by the Company (or written evidence satisfactory to the Lender of a signed signature page to this Agreement that the Company has signed a counterpart of this Agreement).

Expenses Relating to this Agreement. Each party shall pay its or Executive's own expenses incident to the negotiation, preparation and execution of this Agreement.

Judgment Liens. Each of the FILO Secured Parties agrees that, in the event FILO Secured Party becomes a judgment lien creditor in respect of any Collateral securing the Obligations, such judgment lien shall be subordinated to any Lien on such Collateral securing the Revolving Obligations on the same basis and to the same extent as the Liens on the Collateral of the [[Administrative Agent:Organization]] securing the FILO Obligations are subordinated (including with respect to the proceeds thereof being subject to Section 10.3) to those Liens securing the Revolving Obligations.

Valid Liens. Each Collateral Document delivered pursuant to [Section 4.01] and [Sections 6.11, 6.13 and 6.14]4]4] will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and # when financing statements and other filings in appropriate form are filed in the applicable filing offices in the jurisdictions specified on [Schedule 1(a)] to the Perfection Certificate and # upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements, in each case subject to no Liens other than Liens permitted hereunder.