Confidentiality Covenant. Executive agrees:

Environmental Covenant. The Loan Parties and each of their Restricted Subsidiaries # shall be at all times in compliance with all Environmental Laws and # ensure that their assets and operations are in compliance with all Environmental Laws and that no Hazardous Materials are, contrary to any Environmental Laws, discharged, emitted, released, generated, used, stored, managed, transported or otherwise dealt with, except, in each case in subclauses (i) and (ii), where failure to comply with any of the foregoing could not, either singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Aduro Covenant. Aduro covenants that, during the Term, it will not knowingly assign, transfer, convey or otherwise grant to any Person any rights to any Aduro Know-How and Aduro Patent Right (or any rights to any intellectual property that would otherwise be included in the Aduro Know-How or Aduro Patent Rights if not assigned, transferred, conveyed or otherwise granted to a Third Party), in any manner that is inconsistent with the exclusive license granted to Lilly pursuant to Section 2.1.1.

Financial Covenant. Maintain at all times, subject to periodic reporting as of the last day of each month, an Adjusted Quick Ratio of at least 1.25 to 1.00.

Covenant Defaults. Any Seller Party or Guarantor shall fail to observe or perform any other covenant or agreement contained in this Agreement (and not identified in [clauses (c) or (d) of Section 14]) or any other Facility Document, and if such default shall be capable of being remedied, and such failure to observe or perform shall continue unremedied for a period of five (5) Business Days; or

Financial Covenant. Borrower shall maintain at all times # a balance of unrestricted cash in the Pledged Account not less than the principal amount of all Advances owing from Borrower to Bank and # additional unrestricted cash in accounts at Bank in an amount at least equal to Three Million Dollars ($3,000,000).

DEFAULT. If Seller defaults under this Agreement, Buyer may waive the default and proceed to closing, seek specific performance, or refuse to close and elect to receive the return of any money paid, each without waiving any action for damages, or any other remedy permitted by law or in equity resulting from Seller's default.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note : # the nonpayment of any principal, interest or other indebtedness when due under # this Note or # any and all obligations of the Borrower (or any of its affiliates) or Guarantor (or any of its affiliates) or any other direct or indirect subsidiary of [[Grantor:Organization]] Products Company to the Lender (the "PLPC Obligations"); # the occm1•ence of any event of default or any default and the lapse of any notice or cure period, or any Obligor's failure to observe or perfom1 any covenant, representation, warranty or other agreement, under or contained in any Loan Document or any other document now or in the future evidencing or securing any debt, liability or obligation of any Obligor to Lender, including, without limitation, the occurrence of any "Event of Default" (as defined therein) under the PLPC Obligations, provided, however, that no such failure to observe or pe1form any such covenant or other agreement (excluding default under Clause (i) above, Defective Collateralization, False Statements, Death or Insolvency, Creditor or Forfeiture Proceedings, Events Affecting Guarantor, and Change of Control) shall constitute an Event of Default unless such failure continues for a period of thirty (30) days after the earlier to occur of # the date when Borrower becomes aware of such failure and # the date when the Lender gives written notice to the Borrower of such failure; # the filing by or against any Obligor of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against any Obligor, such proceeding is not dismissed or stayed within 30 days of the commencement thereof, provided that Lender shall not be obligated to advance additional funds hereunder during such period); # any assignment by any Obligor for the benefit of creditors, or any levy, garnishment,

DEFAULT. The Grantor shall, at Lender's option, be in default under this Agreement upon the happening of any of the following events or conditions (each, an "Event of Default"): # any Event of Default (as defined in any of the Obligations); # any default under any of the Obligations that does not have a defined set of "Events of Default'' and the lapse of any notice or cure period provided in such Obligations with respect to such default; # demand by Lender under any of the Obligations that have a demand feature; # the failure by the Grantor to perform any of its obligations under this Agreement; # falsity, inaccuracy or material breach by the Grantor of any written warranty, representation or statement made or furnished to Lender by or on behalf of the Granter; # an uninsured material loss, theft, damage, or destruction to any of the Collateral, or the entry of any judgment against the Grantor or any lien against or the making of any levy, seizure or attachment of or on the Collateral that is not otherwise permitted hereunder; # the failure of Lender to have a perfected first priority security interest in the Collateral except as otherwise permitted hereunder; # any indication or evidence received by Lender that the Grantor may have directly or indirectly been engaged in any type of activity which, in Lender's discretion, might result in the forfeiture of any property of the Grantor to any governmental entity, federal, state or local; or # any change in ownership of Grantor, whether voluntary or involuntary, including, but not limited to, a division of Grantor into two or more entities.

Default. The following events will be deemed to be events of default by Tenant under this Lease: