Generally. Execute, any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any applicable Law, or which the Administrative Agent or the Required Lenders may reasonably request, to comply with the terms of this Agreement and the other Loan Documents, including causing, # the Collateral to be subject to a first priority security interest in favor of the Administrative Agent (subject to the Permitted Liens) and # the pledge of the Equity Interests of the Borrower and its Restricted Subsidiaries (other than Excluded Equity Interests), in each case to secure all the Obligations in accordance with the requirements of the Security Agreement, all at the expense of the Borrower. The Borrower also agrees to provide to the Administrative Agent, from time to time upon the Administrative Agent’s reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the validity, perfection and priority of the Liens created or intended to be created by the Loan Documents.

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant or provision (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of # FASB ASC 825 and FASB ASC 470-20 on financial liabilities and # the effects of FASB ASC 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) on capital lease and debt obligations shall, in each case, be disregarded.

Generally. The term “vest” means to become exercisable and the term “vested” as applied to any outstanding Option means that that portion of the Option is then exercisable, subject in each case to the terms of the Plan. Unless earlier terminated, relinquished or expired, the Option will vest 20% annually on the anniversary of the Vesting Commencement Date so that the Option shall be 100% vested on the fifth anniversary of the Vesting Commencement Date; provided, that, the Option will cease to vest upon cessation of the Optionee’s Employment or services relationship.

Generally. Participants generally must execute Plan Elections no later than the last day of the calendar year preceding the Plan Year in which the services related to the Participant’s Annual Base Salary, Bonus, and Grants are performed. The Administrator, in its discretion, may modify the rules set forth above as permitted by Code Section 409A and any guidance issued thereunder. Subsequent changes, however, may be made in compliance with Code Section 409A. Any Plan Election for a Plan Year made in accordance with this paragraph shall be irrevocable as of December 31 of the preceding Plan Year in which such compensation will be earned, except as otherwise provided in paragraphs (B) and (C) below.

Generally. Any dispute which shall arise under this Agreement, shall be resolved pursuant to the procedures provided for in this Section 15 (the “Workletter Dispute Procedures”). Except as otherwise expressly provided herein or in the Lease, sums in dispute shall not be payable or credited until such dispute is resolved as herein provided.

Generally. Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective # when delivered, # when transmitted via telecopy (or other facsimile device), # the Business Day following the day on which the same has been delivered prepaid or on an invoice arrangement to a reputable national overnight air courier service, or # the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth on [Schedule 11.1] or as otherwise provided.

Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that none of the Borrowers may assign and transfer any of its interests, rights or obligations under any Credit Document (except as permitted by [Sections 8.4 or 8.5]5]) without the prior written consent of the Administrative Agent and all of the Lenders (and any attempt at such assignment or transfer without such consent shall be null and void); and provided further that the rights of each [[Organization A:Organization]] to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in subsections [(b) and (c) of this Section 11.3]. Notwithstanding the above (including anything set forth in subsections [(b) and (c) of this Section 11.3]), nothing herein shall restrict, prevent or prohibit any [[Organization A:Organization]] from # pledging or assigning a security interest in its rights hereunder or under its Notes, if any, to secure obligations of such [[Organization A:Organization]], including any pledge or assignment to a Federal Reserve Bank in support of borrowings made by such [[Organization A:Organization]] from such Federal Reserve Bank; provided that no such pledge or assignment shall release a [[Organization A:Organization]] from any of its obligations hereunder or substitute any such pledgee or assignee for such [[Organization A:Organization]] as a party hereto, or # granting assignments or participations in such [[Organization A:Organization]]’s Loans and/or Commitments hereunder to its parent company and/or to any Affiliate of such [[Organization A:Organization]] or to any existing [[Organization A:Organization]] or Affiliate thereof. Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection # of this Section and, to the extent expressly contemplated hereby, the officers, directors, employees, agents and Affiliates of each of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Generally. Licensee shall use Diligent Efforts to Develop and Commercialize the Licensed Product in the Field in the Territory.

Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection # below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

Payments Generally. For purposes of making payments hereunder, but not for purposes of calculating Interest Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense (other than the defense of prior payment) or any other deduction whatsoever.