Subject to [Section 5.02(g)], Purchaser shall have the right, from time to time, not more than twice per calendar year to request a meeting or teleconference with the appropriate representatives of Seller Parent to discuss the progress of the development of the Products, and/or during normal business hours and upon at least ten (10) Business Days’ prior written notice to Seller, to visit the offices and properties of Seller where books and records relating or pertaining to the Purchased Royalty Interests are kept and maintained, to inspect and make extracts from and copies of such books and records, to discuss, with officers of Seller, the Purchased Royalty Interests and to verify compliance with the provisions of the Transaction Documents, including, without limitation, provisions relating to the receipt and application of the Royalties and Milestones.

Subject to [Section 5.10] or unless permitted pursuant to [Section 5.9], Target agrees that it will not, and will not authorize or permit any of its officers, directors, employees, representatives, advisors or agents, directly or indirectly, to:

Subject to [Section 5.03(b)], [Section 5.03(c)] and [Section 5.03(d)], all income, gains, losses and deductions of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses and deductions pursuant to Section 5.01 and Section 5.02, except that if any such allocation for tax purposes is not permitted by the Code or other Applicable Law, the Company’s subsequent income, gains, losses and deductions shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth in Section 5.01 and Section 5.02.

Subject to [Section 5.17], Borrowers shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the MidCap / HTG / Credit and Security Agreement (Term Loan)

Subject to [Section 5.02(g)], as promptly as practicable (but in no event more than two (2) Business Days) after receipt by Seller Parent or any of its Affiliates of notice of any action, claim, investigation or proceeding (commenced or threatened) relating to the transactions contemplated by any Transaction Document or the Purchased Royalty Interests that, if determined adversely, would reasonably be expected to result in a Material Adverse Effect, Seller Parent shall inform Purchaser of the receipt of such notice and the substance of such action, claim, investigation or proceeding and, if in writing, shall furnish Purchaser with a copy of such notice and any related materials with respect to such action, claim, investigation or proceeding.

Subject to [Section 5.09], # each Revolving Borrowing made by a U.S. Borrower and denominated in Dollars shall be comprised entirely of ABR Loans or LIBOR Loans, as the applicable Borrower (or the Company on behalf of the applicable Borrowing Subsidiary) may request in accordance herewith, # each Revolving Borrowing made by a European Borrower or a Japanese Borrower and denominated in Dollars shall be comprised entirely of LIBOR Loans, # each Revolving Borrowing denominated in Euros shall be comprised entirely of EURIBOR Loans, # each Revolving Borrowing denominated in Japanese Yen shall be comprised entirely of TIBOR Loans, # each Revolving Borrowing denominated in an Alternate Currency (except for Revolving Borrowings denominated in Euros or Japanese Yen) shall be comprised entirely of LIBOR Loans and # each Competitive Borrowing shall be comprised entirely of LIBOR Loans or Fixed Rate Loans as the Company (on its own behalf or on behalf of the applicable Borrowing Subsidiary) may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of any Borrower to repay such Loan in accordance with the terms of this Agreement.

Subject to [Section 5.14(b)], no Borrower will, or will permit any Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Borrower or such Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account.

Subject to [Section 5.01(e)(ii)], the Borrower shall pay, perform and discharge or cause to be paid, performed and discharged promptly all charges and claims payable by it, including # Charges imposed upon it, its income and profits, or any of its property (real, personal or mixed) and all Charges with respect to tax, social security and unemployment withholding with respect to its employees, and # lawful claims for labor, materials, supplies and services or otherwise before any thereof shall become past due.

Subject to [Section 5.02(g)], as promptly as practicable (but in no event more than five (5) Business Days) after receipt by Seller Parent or any of its Affiliates of any material written notice, certificate, offer, proposal, correspondence, report or other material written communication from Incyte, Merck, or any other payor of any Royalties or Milestones, or any Governmental Authority directly relating to or referencing the Purchased Royalty Interests, Seller Parent shall inform Purchaser of such receipt and the substance contained therein and, if requested by Purchaser, shall furnish Purchaser with a copy of such material written notice, certificate, offer, proposal, correspondence, report or other material written communication.

Subject to [Section 5.2.2], at any time, at Penn’s request, Licensee shall ​. Notwithstanding whether ​, Licensee shall bear all Patent Costs incurred during the Term in accordance with [Section 5.2.2] and shall pay such amounts within ​ of receipt of an invoice from Penn for such patent actions. For clarity, the term “Patent Costs” means and includes Historic Patent Costs and Ongoing Patent Costs]. For further clarity, this [Section 5.2.3] shall not apply during any period during the Term where a Client and Billing Agreement is in effect.