Lender Direction. Each Consenting Lender hereby directs and authorizes the Administrative Agent to enter into this Amendment.

Lender Direction. Each Consenting Lender hereby directs and authorizes the Administrative Agent to enter into this Amendment.

Lender Direction. Each Consenting Lender hereby directs and authorizes the Administrative Agent to enter into this Amendment.

Lender Direction. Each Consenting Lender hereby directs and authorizes the Administrative Agent to enter into this Amendment.

Lender Direction. Each Consenting Lender hereby directs and authorizes the Administrative Agent to enter into this Amendment.

Investment Direction. Unless a QDRO establishing a separate account for an Alternate Payee provides to the contrary, an Alternate Payee for whom a separate account is established shall have the right to direct the investment of any portion of a Participant's Accounts payable to the Alternate Payee under such order in the same manner as provided in ARTICLE VI with respect to a Participant, which amounts shall be separately accounted for by the Trustee in the Alternate Payee's name.

Letter of Direction. The Borrowers shall have delivered to the Administrative Agent a letter of direction authorizing the Administrative Agent, on behalf of the Lenders, to disburse the proceeds of the Loans, which letter of direction includes the authorization to transfer funds under this Agreement and the wire instructions that set forth the locations to which such funds shall be sent.

Licensor will confer with Licensee to develop a strategy for the prosecution and maintenance of Patent Rights, and Licensor shall keep Licensee reasonably informed as to all material matters relevant to the patent filing and prosecution processes and decisional matters including a decision to change Prosecution Counsel relating to the Patent Rights. Licensor shall give due and reasonable consideration to any recommendations or requests made by Licensee concerning such patent filing and prosecution processes and decisional matters and Licensor will communicate with Licensee if it intends to reject any such recommendation or request, such rejection not to be unreasonably made. Without limiting the generality of the foregoing, Licensor will confer and, with respect to (ii)-(iv) below, agree in good faith with Licensee regarding # selecting or changing Prosecution Counsel; # the scope of claims to be included in such patent applications; # responses to inquiries and actions from the patent agencies; and # an action plan with respect to any challenges against the Patent Rights. Licensor will request that copies of all documents prepared by the Prosecution Counsel for submission to governmental patent offices be provided to Licensee for review and comment prior to filing, as well as all draft and final correspondence with patent agencies (including office actions and responses, claim amendments, actions on any of the applications or issued patents), and all material reports and analysis requested by Licensee and prepared by

Letter of Direction. The Borrower shall have delivered to the Administrative Agent a letter of direction authorizing the Administrative Agent, on behalf of the Lenders, to disburse the proceeds of the Loans, which letter of direction includes the authorization to transfer funds under this Agreement and the wire instructions that set forth the locations to which such funds shall be sent.

Letter of Direction. The Borrower shall have delivered to the Administrative Agent a letter of direction authorizing the Administrative Agent, on behalf of the Lenders, to disburse the proceeds of the Loans, which letter of direction includes the authorization to transfer funds under this Agreement and the wire instructions that set forth the locations to which such funds shall be sent.