Subject to [Section 6.4] hereof if the Lender determines for any reason that adequate and reasonable means do not exist for determining the LIBOR for any requested LIBOR Interest Period with respect to a proposed LIBOR Loan Advance, or that the LIBOR for any requested LIBOR Interest Period with respect to a proposed LIBOR Loan Advance does not adequately and fairly reflect the cost to the Lender of funding such LIBOR Loan Advance, the Lender will promptly so notify the Borrower. Thereafter, the obligation of the Lender to make or maintain LIBOR Loan Advances shall be suspended until the Lender revokes such notice. Upon receipt of such notice, the Borrower may, upon two Business Days’ prior written notice to the Lender, revoke any pending request for a borrowing, conversion or continuation of LIBOR Loan Advances and, unless the Lender receives such revocation notice not less than two Business Days’ prior to the applicable proposed date for the LIBOR Loan Advance, the Borrower will be deemed to have converted such request into a request for a borrowing of Base Rate Loan Advances or US Prime Rate Loan Advances, as applicable, in the amount specified therein.

Subject to [Section 6.7(a)], if the Licensee or Seller terminates or provides written notice of termination of the License Agreement in its entirety, or the License Agreement otherwise terminates in its entirety, then, to the extent permitted by the survival provisions of the License Agreement and any provisions of the GSK Agreement and Penn Agreement, Seller shall use commercially reasonable efforts, at Purchaser’s reasonable request and sole cost and expense (including Purchaser’s payment of Seller’s reasonable attorney’s fees, if any, in connection therewith), in consultation and cooperation with Purchaser, for a period of ​ days (or such shorter period as set forth in this [Section 6.7]) (the “Initial Search Period”), to locate, negotiate and secure a license of the Seller IP Assets with respect to the Licensed Product (any such license, a “New Arrangement”); provided, that the counterparty to such New Arrangement shall be reasonably acceptable to Seller, provided, further, that Purchaser shall have the right to consent in writing to any New Arrangement, which approval shall not be unreasonably withheld or delayed. Seller agrees to undertake in connection with any New Arrangement such obligations and liabilities, if any, as are comparable to the obligations and liabilities it currently has under the License Agreement; provided, that # in no event shall Seller have any obligation in connection with the New Arrangement to renegotiate the GSK Agreement or the Penn Agreement and # such license shall include terms not materially more onerous to Seller than those contained in the License Agreement with respect to the obligations and costs imposed on Seller and not materially less favorable with respect to the rights and remedies of Seller. Seller shall not pay (or enter into any agreement to pay) any upfront costs, fees or expenses to a third party in connection with Seller’s efforts to locate, negotiate and secure a New Arrangement (“New Arrangement Expenses”) without the prior written consent of Purchaser. In no event shall Seller be required to incur any obligation of any kind with respect to, and any directions provided by Purchaser under this [Section 6.7] shall not include any direction regarding, the prosecution, maintenance, enforcement or defense of the Seller IP Assets. If Purchaser does not consent to such New Arrangement Expenses, Purchaser may, upon written notice to Seller, terminate the Initial Search Period. Following the expiration or termination of the Initial Search Period, Purchaser may, at its option and sole cost and expense, continue efforts to locate, negotiate and secure a New Arrangement; provided, that Seller shall have the right to consent in writing to any New Arrangement, which approval shall not be unreasonably withheld or delayed. Seller shall use commercially reasonable efforts, at Purchaser’s request and sole cost and expense (including Purchaser’s payment of Seller’s reasonable attorney’s fees, if any, in connection therewith) to provide cooperation and assistance to Purchaser in connection with Purchaser’s efforts pursuant to the foregoing sentence. In the event Seller enters into a New Arrangement, references in this Agreement to the Purchased Receivables and the License Agreement shall be deemed to be references to any new purchased receivables and the new license agreement constructed under the New Arrangement, and references to Licensee shall be deemed to be references to the other party to such New Arrangement. Such New Arrangement shall also provide, for no additional consideration from Purchaser (other than, for clarity, the costs and expenses described in this [Section 6.7(b)]), that # Purchaser shall have the same rights as those acquired under the License Agreement pursuant to this Agreement and # all payments and other consideration (including any upfront fees) thereunder (to the extent that such payments or other consideration would have constituted Royalty Payments under the License Agreement) be made by the other party to such New Arrangement directly to Purchaser subject to the Threshold Amount; provided, that all such payments and other consideration (including any upfront fees) made by the other party to such New Arrangement shall be deemed to be Royalties hereunder for purposes of determining the Termination Date, Threshold Date and Total Net Amount. All out-of-pocket third party expenses of Seller (including reasonable attorney’s fees) incurred pursuant to this [Section 6.7(b)] shall be promptly reimbursed by Purchaser.

Subject to [Section 6.13(c)], Seller shall use commercially reasonable efforts to continue to Prosecute, or to cause GSK and Penn to Prosecute, any patent applications, patent term extensions (including supplementary protection certificates), or issued patents, with respect to the Listed Patents.

Subject to [Section 6.21], each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than # deposit accounts and securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received a control agreement, # deposit accounts established solely as payroll and other zero balance accounts, # other deposit accounts, so long as at any time the balance in any such account does not exceed $500,000 and the aggregate balance in all such accounts does not exceed $1,000,000, and # Federal Fund Accounts.

Subject to [Section 6.6], Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions;

Subject to [Section 6.03(c)(ii)(B)], each party shall bear its own fees, costs and expenses and shall bear an equal share of the costs and expenses of the arbitration, including the fees, costs and expenses of the three (3) arbitrators; provided that the arbitral tribunal may award the prevailing party its reasonable fees and expenses (including attorneys’ fees), if it finds that there was no good-faith basis for the position taken by the other party in the arbitration.

Subject to [Section 6.2(a)], in the case of a Participant whose Separation Date occurs on or after eligibility for Retirement, the Participant’s Separation Distribution Account shall be distributed in the form elected by the Participant, or the default form provided in the event a Participant fails to make an election, pursuant to [Sections 3.2 and 3.4], as applicable, and shall be paid, or commence to be paid, within 30 days following the end of the twelfth full calendar month after the Participant has a Separation from Service, unless payment is deferred pursuant to [Section 3.4]. Any unvested portion of any Distribution Option Account shall be forfeited in accordance with [Section 5.2].

Subject to [Section 6.2(b)], if a Participant has not incurred a Separation from Service as of the date an In-Service Distribution Account is to be distributed pursuant to the applicable election made under [Section 3.2 or 3.4], the Participant’s In-Service Distribution Account shall be paid to the Participant, or commence to be paid, as described under [Section 6.3].

Subject to [Section 6.2(b)], installment payments, if any, payable under this [Section 6.3(b)] shall commence in January of the Plan Year elected by the Participant pursuant to [Sections 3.2(b) and 3.4]4], as applicable, in an amount equal to # the vested value of such portion of such Distribution Option Account being distributed as of the business day the Funds are deemed to be liquidated to make the payment, divided by # the number of installment payments elected by the Participant in the applicable Enrollment Agreement with respect to an In-Service Distribution Account or in the distribution election form filed pursuant to [Section 3.2(b)]. The remaining installments shall be paid in an amount equal to # the vested value of such portion of the Distribution Option Account being distributed as of the business day the Funds are deemed to be liquidated to make the payment divided by # the number of installments remaining.

Subject to [Section 6.20], each Grantor agrees promptly (but in any event within 30 days after receipt by such Grantor) to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all # Pledged Equity to the extent certificated and # to the extent required to be delivered pursuant to paragraph # of this Section 2.2, Pledged Debt.