Enforceability of Facility Documents. Each of this Agreement, the Sale and Contribution Agreement and each other Facility Document to be delivered by the Borrower in connection herewith, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to the Enforceability Exceptions.

Facility. Client shall deliver Product to Cardinal Health at Cardinal Health’s facility located at [[Address B:Address]], [[Address B:Address]], [[Address B:Address]], or to such other distribution facility as may be designated by Cardinal Health to Client in writing and agreed upon by Client (“Facility”).

Facility. West will manufacture the Product at its Scottsdale, AZ manufacturing plant. Customer will permit West to manufacture Product at other West manufacturing plant(s), subject to such other manufacturing plant(s)’ satisfying the quality and regulatory obligations imposed herein. In the event that West unilaterally determines that it is necessary to manufacture Product at other manufacturing plant(s), West will qualify such other manufacturing plant(s) at its sole cost and expense. Customer will cooperate with West in good faith to qualify such other manufacturing plant(s).

The Parties agree that, on and after the Effective Date:

Secondary Facility IP Collateral Documents. The Loan Parties shall have executed and delivered to the Administrative Agent the Secondary Facility IP Collateral Documents, in each case, in form and substance acceptable to the Administrative Agent.

Loan Facility. Pursuant to and subject to the terms and conditions of the loan agreement concurrently herewith and attached as Exhibit F (the “Loan Agreement”), following Evoke’s receipt of NDA Approval only, Eversana will provide Evoke with a revolving loan facility (“Loan”) of five million dollars ($5,000,000) which can be drawn down, repaid and used by Evoke from time to time (pursuant to the terms and conditions set forth in such Loan Agreement), solely in connection with Evoke’s obligations and responsibilities under this Agreement. As collateral for the Loan, the Loan Agreement will grant Eversana a first priority lien on all of its assets, other than Evoke’s Intellectual Property Rights and Evoke will represent, warrant and covenant that during the Term of the Loan Agreement, it shall not file, or allow to be filed, any lien or other encumbrance on Evoke’s Intellectual Property Rights relating to the Product.

Facility Fees. On the Closing Date and on each anniversary of the Closing Date for so long as the Revolving Facility is in place, a facility fee with respect to the Revolving Facility equal to Twenty Seven Thousand Dollars ($27,000) each of which shall be nonrefundable; and

. (a[[Borrower:Organization]] The Borrower and the Co-Borrower may, by written notice to the Administrative Agent from time to time request Incremental Term Loans and/or Incremental Revolving Commitments in an aggregate amount not to exceed the Incremental Amount at such time from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which may include any existing Lender[[Borrower:Organization]] willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion; provided, that no Lender will be required to participate in any Incremental Facility without its consent and each Incremental Term Lender and/or Incremental Revolving Lender, if not already a Lender hereunder, shall be subject to the approval (which approval shall not be unreasonably withheld or delayed[[Borrower:Organization]] of the Administrative Agent (solely to the extent the Administrative Agent’s consent would otherwise be required for an assignment to such Incremental Term Lender or Incremental Revolving Lender, as applicable, in accordance with Section 10.6 hereof[[Borrower:Organization]] and, in the case of Incremental Revolving Lenders only, the Issuing Lender. Such notice shall set forth # the amount of the Incremental Term Loans and/or Incremental Revolving Commitments being requested (which shall be # with respect to Incremental Term Loans, in minimum increments of $10,000,000, # with respect to Incremental Revolving Commitments, in minimum increments of $5,000,000 or # equal 509265-1496-1626614997-Active.24788754.1135668272.3

Facility Fees. Subject to [Section 2.21], # in consideration of the Revolving Commitments, the Company agrees to pay to the Agent, for the ratable benefit of the Lenders, a facility fee (the “Revolving Facility Fee”) in an amount equal to the Applicable Margin for the Revolving Facility Fee per annum on the Revolving Committed Amount, which such Facility Fee shall be calculated quarterly in arrears. The Revolving Facility Fee shall be calculated quarterly in arrears and shall be payable quarterly in arrears on the last Business Day of each calendar quarter.

Facility Payment. Any amounts payable hereunder to any Person under legal disability or who, in the judgment of the Committee, is unable to manage properly his or her financial affairs, may be paid to the legal representative of such Person, or may be applied for the benefit of such Person in any manner that the Committee may select, and the Partnership, the Company and all of their Affiliates shall be relieved of any further liability for payment of such amounts.