FINANCIAL PROVISIONS. In consideration of the rights granted by Abmuno to Arcus hereunder, and of the performance of technology transfer-related services under this Agreement, Arcus agrees to make the following payments:

During the term of this agreement and in consideration for the Products provided by the Principal, the Distributor will pay the Principal as follows

No later than ten (10) days following the Effective Date Ovid shall transfer to Lundbeck shares representing ​ of Ovid’s common stock in accordance with the terms and conditions set forth in the Stock Purchase Agreement.

Financial Statements; Financial Condition. All consolidated financial statements for Co-Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Co-Borrower’s consolidated financial condition and Co-Borrower’s consolidated results of operations. There has not been any material deterioration in Co-Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

Financial Condition; Financial Statements. The consolidated financial statements and schedules, if any, of Holdings and its Subsidiaries, and the related notes thereto, included or incorporated by reference in the Preliminary Offering Memorandum present fairly in all material respects the financial position of Holdings and the Borrower as of the respective dates of such financial statements and schedules, and the results of operations and cash flows of Holdings and its Subsidiaries for the respective periods covered thereby; such statements, schedules and related notes have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis as certified by the independent public accountants named therein; no other consolidated financial statements or schedules, if any, of Holdings and its Subsidiaries are required to be included or incorporated by reference in the Preliminary Offering Memorandum; and the summary historical financial data included in the Preliminary Offering Memorandum under the caption “Summary—Summary Financial Data—Summary Historical and Pro Forma Financial Data of SunOpta” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” present fairly in all material respects the information set forth therein.

Financial Statements. The Borrower has heretofore delivered to the ​ the audited consolidated statement of assets and liabilities and statements of operations, changes in net assets and cash flows of the Borrower and its Subsidiaries as of and for the fiscal year ended ​, reported on by Deloitte & Touche LLP, independent public accountants, in the form of the report of the Borrower to the SEC on Form 10-K for such year, which financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such period in accordance with GAAP.

Financial Statements. The audited consolidated financial statements of Regional (excluding a Special Purpose Subsidiary) for the fiscal year ending ​, are true and correct in all material respects and have been prepared in accordance with GAAP, consistently applied (except for changes in application in which Borrowers’ accountants concur) and present fairly in all material respects the financial position of Regional and its Subsidiaries as of such dates and the results of their operations for such periods. Since the date of the most recent financial statements delivered pursuant to this Agreement, no Material Adverse Effect has occurred.

Financial Information. Tenant shall furnish Landlord with true and complete copies of # Tenant’s most recent audited annual financial statements within 120 days of the end of each of Tenant’s fiscal years during the Term, # Tenant’s most recent unaudited quarterly financial statements within 55 days of the end of each of Tenant’s first three fiscal quarters of each of Tenant’s fiscal years during the Term, # at Landlord’s request from time to time, updated business plans, including cash flow projections and/or pro forma balance sheets and income statements, all of which shall be treated by Landlord as confidential information belonging to Tenant, and # corporate brochures and/or profiles prepared by Tenant for prospective investors. Landlord shall treat Tenant’s financial information as confidential information belonging to Tenant and will not disclose the same to third parties other than on a need-to-know basis to Landlord’s affiliates, legal, financial or tax advisors, consultants, potential lenders and potential purchasers (and Landlord shall instruct such parties to keep such financial information confidential) and as required by Legal Requirements.

Financial Covenants. The ​ will not permit # the Interest Coverage Ratio as of the last day of any fiscal quarter of the ​ to be less than 4.00:1.00 or # the Leverage Ratio as of the last day of any fiscal quarter of the ​ following the Closing Date to be greater than # 5.75:1.00 from the Closing Date until and including ​, and # 5.25:1.00 thereafter.

Financial Reporting. The Committee shall review and make recommendations to the Board regarding the adequacy of the Company’s financial statements and compliance of such statements with financial standards. In particular, and without limiting such responsibilities, the Committee shall: