Foreign Subsidiary Stock. Notwithstanding Section 7.1, the Collateral shall include that percentage of the outstanding equity securities of Foreign Subsidiaries which would not create a material adverse tax consequence for the Borrowers, taken as a whole.

Foreign Subsidiary Assets. Permit the aggregate value of cash, Cash Equivalents and other assets held by Borrower’s Foreign Subsidiaries to exceed Five Hundred Thousand Dollars ($500,000.00) (or equivalent) at any time.

Domestic Subsidiary Guarantors. The Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries of the Company (other than any Immaterial Domestic Subsidiary) are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that the Company or any of its Subsidiaries shall form or acquire (including by division) any new Domestic Subsidiary (other than an Immaterial Domestic Subsidiary) after the Effective Date, the Company and its Subsidiaries will cause such new Domestic Subsidiary, promptly but in no event later than 45 days following the formation or acquisition of such new Domestic Subsidiary, as such time period may be extended by the Administrative Agent in its sole discretion, to

Foreign Subsidiary Assets. Permit the aggregate value of cash, Cash Equivalents and other assets held by # Puma UK to exceed Two Million Dollars ($2,000,000.00) (or equivalent) at any time and # Puma Netherlands to exceed Two Million Dollars ($2,000,000.00) (or equivalent) at any time.

. So long as no Default or Unmatured Default has occurred and is continuing, the Company may from time to time add as a party to this Agreement # a wholly-owned Domestic Incorporated Subsidiary as a “Domestic Subsidiary Borrower” hereunder or # a Foreign Subsidiary as a “Foreign Subsidiary Borrower” hereunder, each such joinder to be subject to # if such new Borrower is organized outside of an Agreed Jurisdiction, the prior written consent of the Administrative Agent and one hundred percent (100%) of the Lenders, # the receipt of evidence satisfactory to the Administrative Agent that such Domestic Incorporated Subsidiary or Foreign Subsidiary would not, in its capacity as a Subsidiary Borrower or Foreign Subsidiary Borrower hereunder, be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Domestic Incorporated Subsidiary or Foreign Subsidiary Borrower to the Administrative Agent or any Lender and that no other adverse tax, regulatory or other consequences would affect the Administrative Agent or any Lender as a result of such Domestic Incorporated Subsidiary’s or Foreign Subsidiary’s status as a Subsidiary Borrower or Foreign Subsidiary Borrower (and the Administrative Agent shall consider in making such determination any notice received from any Lender of any such adverse tax, regulatory or other consequences which would affect such Lender), # receipt by the Administrative Agent of a valid and enforceable amendment to this Agreement to the extent the Administrative Agent deems such amendment necessary or advisable in connection with such joinder, # the execution and delivery to the Administrative Agent by such Domestic Incorporated Subsidiary or Foreign Subsidiary of duly completed documentation pursuant to which such Domestic Incorporated Subsidiary or Foreign Subsidiary shall agree to become a Subsidiary Borrower or Foreign Subsidiary Borrower hereunder and to perform, comply with and be bound by each of the provisions of this Agreement applicable to the Borrowers, with the written consent of the Company appearing thereon, which may be in the form of a Borrowing Subsidiary Agreement, and # the execution and delivery to the Administrative Agent of each other instrument, document and agreement as the Administrative Agent may reasonably request, including, without limitation, acceptable opinions of counsel. Upon satisfaction of all such conditions, such Domestic Incorporated Subsidiary or Foreign Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower or Foreign Subsidiary Borrower as fully as if it had executed and delivered this Agreement. Concurrent with the addition of any Domestic Incorporated Subsidiary or Foreign Subsidiary of the Company as a Subsidiary Borrower or Foreign Subsidiary Borrower, # the Company and each Domestic Subsidiary Borrower shall be jointly and severally liable for all of the Obligations of the Company, each Subsidiary Borrower and each Foreign Subsidiary Borrower under the Loan Documents, provided, however, that the Foreign Subsidiary Borrowers (including those Foreign Subsidiary Borrowers party hereto as of the Closing Date) shall not be liable for any Obligations other than each Foreign Subsidiary Borrower’s own Obligations (except with respect to Woodward Kempen as described in Section 16.1), # each Borrower shall be permitted to request Advances hereunder and # all references herein to the “Borrower” shall be deemed to be references to the Company, each Subsidiary Borrower and each Foreign Subsidiary Borrower, individually and collectively. The joinder of any Foreign Subsidiary as a Foreign Subsidiary Borrower shall also be subject to satisfaction of the conditions precedent set forth in Section 5.3. No Lender will be required to hold any commitment or make any advance to an additional Foreign Subsidiary Borrower, including, without limitation, a Foreign Subsidiary Borrower organized in an Agreed Jurisdiction, if after the Closing Date the Lender has determined in good faith that such commitment or advance would violate Requirements of Law, and the Lender has notified the Administrative Agent and the Company of such determination prior to the joinder of the applicable Foreign Subsidiary Borrower. The parties hereto acknowledge and agree that to the extent any Lender requests additional documentation and information (including, without limitation a Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act or the Beneficial Ownership Regulation, no later than five (5) Business Days prior to the effective date of any new Foreign Subsidiary Borrower becoming party hereto (such date, the “Joinder Date”), the Company or such potential Foreign Subsidiary Borrower shall provide such additional documentation and information to such Lender no later than three (3) Business Days prior to the Joinder Date before such new Foreign Subsidiary Borrower shall be entitled to utilize the credit facilities provided for herein.

Foreign Subsidiary Assets. Permit # the aggregate value of cash, Cash Equivalents and other tangible assets held by [[Borrower:Organization]] Australia to exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) (or equivalent) at any time; provided, however, if [[Borrower:Organization]] Australia receives a tax refund in respect of its research and development activities and such tax refund causes the aggregate value of cash, Cash Equivalents and other tangible assets held by [[Borrower:Organization]] Australia to be in excess of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) (or equivalent), [[Borrower:Organization]] Australia will not be in violation of this Section 7.12 so long as it distributes to Borrower an amount equal to such excess within ten (10) Business Days of its receipt of such refund, and # [[Borrower:Organization]] Australia to own or hold any Intellectual Property at any time (other than licenses to [[Borrower:Organization]] Australia of Intellectual Property owned by Persons who are neither Loan Parties nor Affiliates of Loan Parties and to the extent permitted by this Agreement).

Foreign Subsidiary Documentation. Each guaranty and each collateral document entered into by a Foreign Subsidiary shall, in the case of such Foreign Subsidiary, be subject to the Foreign Subsidiary Documentation Principles in all respects.

Subsidiary substantially all the assets of which are Capital Stock and, if any, indebtedness in one or more Foreign Subsidiaries;

Foreign Subsidiary Assets. Transfer to, license to or permit either of # Tracon Pharma International Ltd., a company organized under the laws of Ireland, or # Tracon Pharma Ltd., a company organized under the laws of England to hold or maintain # any Intellectual Property or # any other assets having an aggregate value in excess of Five Thousand Dollars ($5,000.00).

Subsidiary substantially all the assets of which are Equity Interests and, if any, indebtedness in one or more Foreign Subsidiaries; (7[[Parent Borrower:Organization]] Subsidiary if acting as a Guarantor, or its Guarantee, would, and only so long as it would, # be prohibited by law or regulation or by any contractual obligation existing on the (but not incurred in anticipation of[[Parent Borrower:Organization]] Closing Date or on the date such subsidiary is acquired or organized (as long as, in the case of an acquisition of a subsidiary, such prohibition did not arise as part of such acquisition[[Parent Borrower:Organization]] or # require a governmental or third-party consent, approval, license or authorization (unless such consent, approval, license or authorization has been received[[Parent Borrower:Organization]]; and