Common use of Activities of Borrower Clause in Contracts

Activities of Borrower. (a) Borrower shall not amend, modify, waive or terminate (other than expiration in accordance with its terms) any provision of, or permit or agree to the amendment, modification, waiver or termination (other than expiration in accordance with its terms) of any provision of, any of the Transaction Documents or any Material Contract without the prior written consent of the Lender, such consent not to be unreasonably withheld or delayed. Borrower shall not establish or acquire any Subsidiaries. (b) Borrower shall not: (i) fail to hold itself out to the public and all other persons as a legal entity separate from the owners of its Capital Stock and from any other person; (ii) commingle its assets with assets of any other Person except in connection with, and for the limited purposes of, operation of the Blocked Account; (iii) fail to conduct its business only in its own name, nor fail to comply with all organizational formalities necessary to maintain its separate existence; (iv) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person nor have its assets listed on any financial statement of any other person; provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliates in conformity with applicable provisions of GAAP (provided that such assets shall also be listed on Borrower’s own separate balance sheet); (v) fail to pay its own liabilities and expenses only out of its own funds; (vi) enter into any transaction with an Affiliate except transactions that are at prices and on terms and conditions that could be obtained on an arm’s-length basis from unrelated Third Parties; (vii) issue any securities of any kind except as contemplated by this Agreement and the other Transaction Documents; (viii) fail to correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; (ix) fail to maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided, however, that the foregoing shall not require the holders of its Capital Stock to make additional capital contributions to Borrower; (x) fail to cause the representatives of Borrower to act at all times with respect to Borrower consistently and in furtherance of the foregoing and in the best interests of Borrower; (xi) make any payment or distribution of assets with respect to any obligation of any other person; (xii) engage in any business activity other than the License Agreement, any New Arrangement that is implemented hereunder and the borrowing, payment and repayment of amounts provided for hereunder and under the other Loan Documents; or (xiii) fail to file any tax returns and pay any taxes as may be required under Law (except for taxes contested in good faith by appropriate proceedings and for which adequate reserves are maintained in accordance with GAAP).

Activities of Borrower. (a) Borrower shall not amend, modify, waive supplement, restate, waive, cancel or terminate (other than expiration in accordance with its terms) any provision of, or permit or agree to the amendment, modification, waiver supplementation, restatement, waiver, cancelation or termination (other than expiration in accordance with its terms) of (x) any provision of, of any of the Transaction Documents or any Material Contract without the prior written consent of Lender in its sole discretion or (y) except as could not reasonably be expected to have a Material Adverse Effect, any provision of either of the Lender, such License Agreement or the Tufts Agreement without the prior written consent not to be unreasonably withheld or delayed. Borrower shall not establish or acquire any Subsidiariesof Lender in its sole discretion. (b) Borrower shall not: (i) fail to hold itself out to the public and all other persons Persons as a legal entity separate from the owners of its Capital Stock and from any other personPerson; (ii) commingle its assets with assets of any other Person except in connection with, and for the limited purposes of, operation of the Collection Account or any Blocked Account; (iii) fail to conduct its business only in its own name, nor fail to comply with all organizational formalities necessary to maintain its separate existence;; ACTIVE/105942580.15 (iv) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person Person nor have its assets listed on any financial statement of any other personPerson; provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliates in conformity with applicable provisions of GAAP (provided that such assets shall also be listed on Borrower’s own separate balance sheet); (v) fail to pay its own liabilities and expenses only out of its own funds; provided that the foregoing shall not prohibit the payment of any liabilities and expenses by Parent on behalf of Borrower so long as such payments are subject to reimbursement or are otherwise recorded as capital contributions or intercompany loans; (vi) enter into any transaction with an Affiliate except transactions that are at prices and on terms and conditions that could be obtained on an arm’s-length basis from unrelated Third Parties; (vii) issue any securities of any kind except as contemplated by this Agreement and the other Transaction Documents; (viii) fail to correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; (ix) fail to maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided, however, that the foregoing shall not require the holders of its Capital Stock to make additional capital contributions to Borrower; (x) fail to cause the representatives of Borrower to act at all times with respect to Borrower consistently and in furtherance of the foregoing and in the best interests of Borrower; (xi) make any payment or distribution of assets with respect to any obligation of any other personPerson other than as required under trade or commercial agreements entered into in the ordinary course of business; (xii) engage in any business activity other than Exploitation of the License Agreement, any New Arrangement that is implemented hereunder and the borrowing, payment and repayment of amounts provided for hereunder and under the other Loan Documents; orDocuments and any activities ancillary or related thereto; (xiii) fail to file any tax returns Tax Returns and pay any taxes Taxes as may be required under Law (except for taxes Taxes contested in good faith by appropriate proceedings and for which adequate reserves are maintained in accordance with GAAP).; (xiv) issue any Capital Stock in certificated form; or (xv) establish or acquire any Subsidiaries. ACTIVE/105942580.15

Activities of Borrower. (a) Borrower shall not amend, modify, waive or terminate (other than expiration in accordance with its terms) any provision of, or permit or agree to the amendment, modification, waiver or termination (other than expiration in accordance with its terms) of any provision of, any of the Transaction Documents or any Material Contract the License Agreement, without the prior written consent of Lender (x) in its sole and absolute discretion, if the Lenderrelated amendment, modification, waiver or termination could reasonably be expected to have an adverse effect, in any respect, on the timing, amount or duration of the Included Royalty Interest or the right of Lender to receive the Included Royalty Interest and (y) with respect to any other matters, such consent not to be unreasonably withheld or delayed. Borrower shall not establish or acquire any Subsidiaries. (b) Borrower shall not: (i) fail to hold itself out to the public and all other persons as a legal entity separate from the owners of its Capital Stock and from any other person; (ii) commingle its assets with assets of any other Person except in connection with, and for the limited purposes of, operation of the Blocked Account; (iii) fail to conduct its business only in its own name, nor fail to comply with all organizational formalities necessary to maintain its separate existence; (iv) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person nor have its assets listed on any financial statement of any other person; provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliates in conformity with applicable provisions of GAAP (provided that such assets shall also be listed on Borrower’s own separate balance sheet); (v) fail to pay its own liabilities and expenses only out of its own funds; provided that the foregoing shall not prohibit the payment of any liabilities and expenses by Company on behalf of Borrower so long as such payments are subject to reimbursement or are otherwise recorded as capital contributions or intercompany loans; (vi) enter into any transaction with an Affiliate except transactions that are at prices and on terms and conditions that could be obtained on an arm’s-length basis from unrelated Third Parties; (vii) issue any securities of any kind except as contemplated by this Agreement and the other Transaction Documents; (viii) fail to correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; (ix) fail to maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided, however, that the foregoing shall not require the holders of its Capital Stock to make additional capital contributions to Borrower; (x) fail to cause the representatives of Borrower to act at all times with respect to Borrower consistently and in furtherance of the foregoing and in the best interests of Borrower; (xi) make any payment or distribution of assets with respect to any obligation of any other personperson other than as required under trade or commercial agreements entered into in the ordinary course of business; (xii) engage in any business activity other than Exploitation of the License Agreement, any New Arrangement that is implemented hereunder and the borrowing, payment and repayment of amounts provided for hereunder and under the other Loan DocumentsDocuments and any activities ancillary or related thereto; or (xiii) fail to file any tax returns and pay any taxes as may be required under Law (except for taxes contested in good faith by appropriate proceedings and for which adequate reserves are maintained in accordance with GAAP). (c) Borrower shall not issue any Capital Stock in certificated form.