Controlled Accounts. Agent shall have received duly executed deposit account control agreements with respect to the Controlled Accounts in form and substance satisfactory to Agent;

means, with respect to any material, information or Intellectual Property right, that either Party including its Affiliates # owns or # has a license to such material, information, or Intellectual Property right and, in each case (a) and (b), has the ability to grant to the other Party access, a license, or a sublicense (as applicable) to the foregoing on the terms and conditions set forth in this Agreement without giving rise to any violation of the terms of any written agreement with any Third Party. Notwithstanding anything to the contrary in this Agreement, in the event that a Third Party merges or consolidates with or acquires [[DURECT:Organization]], or [[DURECT:Organization]] transfers to a Third Party all or substantially all of its assets to which this Agreement relates (such Third Party and its Affiliates immediately prior to such merger, consolidation or transfer (the “Acquisition Transaction”), collectively, the “Acquiring Entities”), the following shall not be deemed to be Controlled by [[DURECT:Organization]] for purposes of this Agreement: # any subject matter (and associated Intellectual Property rights) owned or controlled by any Acquiring Entity immediately prior to the effective date of such Acquisition Transaction, and # any subject matter (and associated Intellectual Property rights) independently developed or acquired by or on behalf of any Acquiring Entity after an Acquisition Transaction, without accessing or practicing or reliance on any subject matter within the Licensed Technology or Confidential Information of INNOCOLL.

Controlled Accounts. Agent shall have received duly executed deposit account control agreements with respect to the Controlled Accounts in form and substance satisfactory to Agent;

developed, discovered, invented, conceived of, reduced to practice or created after the Effective Date;

United-Controlled Litigation. United at its sole expense shall take all steps that in its opinion and sole discretion are necessary and desirable to protect the United Marks and other Identification against any infringement or dilution. Contractor agrees to cooperate fully with United in the defense and protection of the United Marks and other Identification as reasonably requested by United. Contractor shall report to United any infringement or imitation of, or challenge to, the United Marks and other Identification, immediately upon becoming aware of same. Contractor shall not be entitled to bring, or compel United to bring, an action or other legal proceedings on account of any infringements, imitations, or challenges to any element of the United Marks and other Identification without the written agreement of United. United shall not be liable for any loss, cost, damage or expense suffered or incurred by Contractor because of the failure or inability to take or consent to the taking of any action on account of any such infringements, imitations or challenges or because of the failure of any such action or proceeding. If United shall commence any action or legal proceeding on account of such infringements, imitations or challenges, Contractor agrees to provide all reasonable assistance requested by United in preparing for and prosecuting the same.

Except for Permitted Activities (Drug-Relatives Activities in accordance with all laws, both terms defined below), Tenant shall not engage in any Drug-Related Activities and shall prohibit any use or occupancy of the Premises for Drug-Related Activities. Without limiting the generality of the foregoing, Tenant shall # not enter into an assignment or sublease, consent or permit any assignment or sublease which allows Drug-Related Activities to occur in the Premises, other than the Permitted Activities for the Permitted Uses, and # expressly prohibit in any assignment or sublease any Controlled Substances Uses (defined below) and Drug-Related Activities on any portion of the Premises other than Permitted Activities for the Permitted Uses. Tenant shall not knowingly make any payments to the Landlord derived from Drug-Related Activities, other than Permitted Activities for the Permitted Uses. The provisions of this Section 13.2 are intended and shall apply notwithstanding any state or local law permitting the Controlled Substances Uses or Drug-Related Activities.

Each Grantor shall # establish and maintain cash management services of a type and on terms reasonably satisfactory to Secured Party at one or more of the banks set forth on [Schedule 10] (each a "Controlled Account Bank"), and shall take reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and # deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a "Controlled Account") at one of the Controlled Account Banks.

Subject to any applicable time periods provided under [Schedule 3.6] to the Credit Agreement, each Grantor shall # establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at [[Wells Fargo:Organization]] or one or more of the other banks set forth on [Schedule 3] (each a "Controlled Account Bank"), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account Bank that is not an Excluded Account (each, a "Controlled Account") (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and # deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a Controlled Account.

Controlled Accounts. Agent hereby agrees # with respect to the SPE Proceeds Accounts, to only deliver a Control Notice upon the occurrence and during the continuance of Full Cash Dominion, # with respect to the SPE Storage Account, to only deliver a Control Notice upon the occurrence and during the continuance of Full Cash Dominion and # with respect to any DDA, to only deliver a Control Notice upon the occurrence and during the continuance of Full Cash Dominion.

Subject to any applicable time periods provided under [Schedule 3.6] to the Credit Agreement, each Grantor shall # establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at [[Wells Fargo:Organization]] or one or more of the other banks set forth on [Schedule 3] (each a "Controlled Account Bank"), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account Bank that is not an Excluded Account (each, a "Controlled Account") (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and # deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a Controlled Account.