Common use of Amount of Notes; Terms; Form; Execution and Delivery Clause in Contracts

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Outstanding Principal Balance of any class of Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000, or, with respect to any class (or sub-class) of Subordinated Notes or any class of Refinancing Notes, the Outstanding Principal Balance authorized in the Resolution and set forth in an indenture supplemental hereto establishing such Subordinated Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iii) any Subordinated Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated Notes or any Refinancing Notes to each of the Noteholders Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, substantially in the form set forth in Exhibit A or, in the case of any Subordinated Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed by the Trustee. The Trustee shall authenticate Notes and make Notes available for delivery only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”). Definitive Notes of each class shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods. Any Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates in fully registered form without payment coupons, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “144A Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each 144A Global Note may from time to time be increased or decreased by adjustments made on the books and records of the Registrar, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Temporary Regulation S Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S Global Note Exchange Date, upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for DTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream. (c) Interest shall accrue on any class of Fixed Rate Notes from the date of issuance of such Fixed Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterly, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Subordinated Notes or specified in the form of such Subordinated Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (i) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (j) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and authenticated by or on behalf of the Trustee as provided in Section 2.1(i). Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.

Amount of Notes; Terms; Form; Execution and Delivery. (a) Except in respect of PIK Notes added to the principal balance of the Original Class A Notes pursuant to Section 3.6(b), the Outstanding Principal Balance of the Original Class A Notes that may be authenticated and delivered on the Closing Date under this Indenture shall not exceed the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $50,000,000, as set forth in the definition thereof. The Outstanding Principal Balance of any class of PIK Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to exceed the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A thereof as issued in accordance with Section 3.6(b); provided, that any PIK Notes shall be issued in the amount accordance with Section 3.6(b). The Outstanding Principal Balance of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000, or, with respect to any class (or sub-class) of Subordinated Notes or any class of Refinancing Notes, that may be authenticated and delivered from time to time under this Indenture shall not exceed the Outstanding Principal Balance authorized in the Resolution and set forth in an indenture supplemental hereto establishing such Subordinated Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iii) any Subordinated Notes shall be issued in accordance with Section 2.16. For the avoidance of doubt, (i) no Original Class A Notes may be issued after the Closing Date and (ii) after the Closing Date, no Notes of any kind may be issued other than PIK Notes (in accordance with Section 3.6(b)) and Subordinated Notes (in accordance with Section 2.16). (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated PIK Notes or any Refinancing Subordinated Notes to each of the Noteholders Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and or any Additional Class A PIK Notes, substantially in the form set forth in Exhibit A (with such appropriate insertions or variations, in the case of any PIK Notes, as are required or permitted by this Indenture) or, in the case of any Subordinated Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental heretohereto in respect of such Notes, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed by the Trustee. The Trustee shall authenticate Notes and make Notes available for delivery only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. Any Notes initially offered and sold to Institutional Accredited Investors, and any other Notes, if so provided herein or in any indenture supplemental heretohereto in respect of such Notes, shall be issued in the form of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”), registered in the name of such purchasers or their nominees. Definitive Notes of each class shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods. Any Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates in fully registered form without payment coupons, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto in respect of such Notes (each, a “144A Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each 144A Global Note may from time to time be increased or decreased by adjustments made on the books and records of the Registrar, as hereinafter provided. At the request of any Holder of Definitive Notes, any Definitive Note may be exchanged for one or more replacement Definitive Notes with the same aggregate principal amount. In addition, at the request of any Holder of Definitive Notes, the Issuer shall cause all or any part of the Definitive Notes held by such Holder to be replaced by Global Notes in accordance with the procedures of DTC therefor and the Issuer shall notify the Trustee in writing of the same. In the case of any exchange of a Definitive Note for a Global Note, if a Global Note is outstanding prior to such exchange, the aggregate principal amount of such Global Note will be increased, pursuant to standing procedures between the Trustee and DTC, by an amount equal to the aggregate principal amount of Definitive Notes so exchanged. If no Global Note is outstanding prior to such exchange, the Issuer will execute and deliver to the Trustee or any authenticating agent a Global Note representing an aggregate principal amount equal to the aggregate principal amount of Definitive Notes so exchanged, and the Trustee will promptly authenticate the Global Note and deliver it to DTC. With respect to any Global Notes, any exchange of beneficial interests in such Global Note that does not involve the issuance of a Definitive Note shall be effected through DTC in accordance with this Indenture and the procedures of DTC therefor. Any Notes offered and sold to Institutional Accredited Investors Non-U.S. Persons in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto in respect of such Notes (each, a “Temporary Regulation S Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S Global Note Exchange Date, upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto in respect of such Notes (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for DTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream. (c) Interest shall accrue on any class of Fixed Rate Notes from the date of issuance of such Fixed Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year consisting and the actual number of twelve 30-day months days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the NotesNotes plus 1%, compounded quarterlysemi-annually, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Subordinated Notes or specified in the form of such Subordinated Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (i) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (j) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and authenticated by or on behalf of the Trustee as provided in Section 2.1(i). Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Outstanding Principal Balance of any class of the Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, exceed the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000, or, with respect to any class (or sub-class) of Subordinated Notes or any class of Refinancing Notes, the Outstanding Principal Balance authorized in the Resolution and set forth in an indenture supplemental hereto establishing such Subordinated Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iii) any Subordinated Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Funding Date and on the date of issuance of any Additional Class A Notes, any Subordinated Notes or any Refinancing Notes to each of the Noteholders Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, rates substantially in the form set forth in Exhibit A or, in the case of any Subordinated Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental heretoA, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and such Notes may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed by the Trustee. The Trustee shall authenticate Notes and make Notes available for delivery only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes issue and delivery instructions. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”). Definitive Notes of each class shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods. Any Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates in fully registered form without payment coupons, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “144A Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each 144A Global Note may from time to time be increased or decreased by adjustments made on the books and records of the Registrar, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Temporary Regulation S Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S Global Note Exchange Date, upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for DTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream. (c) Interest shall accrue on any class of Fixed Rate the Notes from the date of the issuance of such Fixed Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterly, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Subordinated Notes or specified in the form of such Subordinated Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual manual, electronic or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (he) Each Note bearing the manual manual, electronic or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (i) . At any time and from time to time after the execution of any the Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j2.1(f), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (jf) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f2.1(d) and manually authenticated by or on behalf of the Trustee as provided in Section 2.1(i)Trustee. Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication. (g) All of the initial Notes shall be issued on the Funding Date in the form of one or more Definitive Notes, registered in such names and authorized in such denominations as a Purchaser shall request in writing to the Trustee and the Issuer no later than five Business Days prior to the Funding Date (or such later time as acceptable to the Trustee and the Issuer), duly executed by the Issuer and authenticated by the Trustee as provided herein. Upon the written request of any Noteholder, subject to the Notes meeting the eligibility requirements of the Depositary, any of such Noteholder’s Definitive Notes may be exchanged for one or more Notes in global form (each, a “Global Note”), which shall be assigned one or more CUSIP numbers and be deposited on behalf of such Noteholder with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided herein. The transfer and exchange of Beneficial Interests in a Global Note that does not involve the issuance of a Definitive Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the procedures for the Depositary therefor. Each Definitive Note or Global Note, as applicable, shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate Outstanding principal amount of such Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, cancellations, redemptions, transfers or exchanges permitted herein or thereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Noteholder of such Notes in accordance with this Indenture. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any Applicable Law or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any such special limitations or restrictions to which any particular Notes are subject pursuant to this Indenture. (h) Upon any issuance of Global Notes upon the written request by a Noteholder pursuant to Section 2.1(g), the Issuer shall execute and the Trustee shall, in accordance with this Section 2.1, authenticate and deliver one or more Global Notes in exchange for the Definitive Notes that (1) shall be registered in the name of the Depositary or a nominee of the Depositary, (2) shall be delivered to the Trustee as Custodian for the Depositary or otherwise pursuant to the Depositary’s instructions, (3) shall be assigned a restricted or unrestricted CUSIP number, as applicable, and (4) shall bear the Legend and a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OF ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Outstanding Principal Balance of any class of Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000, thereof or, with respect to any class (or sub-class) of Subordinated Notes or any class of Refinancing Notes, the Outstanding Principal Balance authorized in the Resolution and set forth in an indenture supplemental hereto establishing such Subordinated Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iiiii) any Subordinated Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated Notes or any Refinancing Notes to each of the Noteholders Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, substantially in the form set forth in Exhibit A or, in the case of any Subordinated Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed by the Trustee. The Trustee shall authenticate Notes and make Notes available for delivery only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”). Definitive Notes of each class shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods. Any Notes offered and sold to Institutional Accredited Investors that are also QPs but that are not QIBs that are not offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of Definitive Notes. Any Notes offered and sold to QIBs that are also QPs in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates in fully registered form without payment coupons, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “144A Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each 144A Global Note may from time to time be increased or decreased by adjustments made on the books and records of the Registrar, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors that are also QPs in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Temporary Regulation S Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S Global Note Exchange Date, upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit FD, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for DTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream. (c) Interest shall accrue on any class of Fixed Rate Notes from the date of issuance of such Fixed Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterly, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Subordinated Notes or specified in the form of such Subordinated Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual manual, electronic or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual manual, electronic or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (ih) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j2.1(i), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (ji) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and manually authenticated by or on behalf of the Trustee as provided in Section 2.1(i)Trustee. Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Except in respect of deferred interest added to the principal balance of the Original Notes (or any Refinancing Notes in respect of the Original Notes) pursuant to Section 3.7(a), the Outstanding Principal Balance of any class of Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000450,000,000, or, with respect to any class (or sub-class) of Subordinated Notes or any class of Refinancing Notes, the Outstanding Principal Balance authorized in the Resolution and set forth in an indenture supplemental hereto establishing such Subordinated Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iiiii) any Subordinated Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated Notes or any Refinancing Notes to each of the Noteholders the Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, substantially in the form set forth in Exhibit A A-1, Exhibit X-0, Xxxxxxx X-0, and Exhibit A-4 as applicable, or, in the case of any Subordinated Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed determined by the Trusteeofficers executing such Notes, as evidenced by their execution of such Notes. The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authentication. The terms of the Original Notes set forth in Exhibit A-1, Exhibit X-0, Xxxxxxx X-0, and Exhibit A-4, as applicable, are part of the terms of this Indenture. The Trustee shall authenticate Notes and make Notes available for delivery for issue only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. The Notes will be sold initially only (A) in the United States, to Persons that are both Qualified Institutional Buyers and Qualified Purchasers (“QIB/QPs”), purchasing the Beneficial Interest in the Notes for their own account or one or more other accounts with respect to which each such Person exercises sole investment discretion, each of which is a QIB/QP, in reliance on Rule 144A, (B) in the United States, solely in the case of initial investors in the Notes, if to Persons that are both Qualified Purchasers and Institutional Accredited Investors (“IAI/QPs”) purchasing for their own account or one or more other accounts with respect to which each such Person exercises sole investment discretion, each of which is an IAI/QP, and (C) outside the United States, to Qualified Purchasers that are Non-U.S. Persons in reliance on Regulation S (“Non-U.S. Persons/QPs”), that in the case of clauses (A) through (C) are purchasing a Beneficial Interest in the Notes in a manner that does not involve any general solicitation or advertising (as those terms are used in Regulation D under the Securities Act) or any public offering within the meaning of the Securities Act, are not acquiring the Notes with a view to any resale or distribution thereof other than in accordance with the restrictions set forth herein, have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the purchase of the Notes and are able and prepared to bear the economic risk of investing in and holding the Notes and, in each case, are not Restricted Parties. The Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedures described herein. It is intended that the Notes be registered so provided herein or as to participate in any indenture supplemental heretoa book-entry system with DTC. Upon initial issuance, the ownership of the Notes shall be issued registered in the form Register in the name of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A Cede & Co. (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b“Cede”), the “Definitive Notes”)or any successor thereto, as nominee for DTC. Definitive Notes of each class The Applicable Procedures shall be typewritten, printed, lithographed or engraved or produced by any combination applicable to transfers of these methodsBeneficial Interests in the Notes. Any Notes offered and sold to QIBs QIB/QPs in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates in fully registered form without payment coupons, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental A-1 hereto (each, a “Rule 144A Global Note”), registered in the name of the Cede, as nominee of DTC, deposited with the Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each Rule 144A Global Note may from time to time be increased or decreased to reflect transfers to and from the Rule 144A Global Note by adjustments made on the books and records of the RegistrarTrustee, as custodian for DTC, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors in offshore transactions in reliance on Regulation S IAI/QPs shall be issued initially in the form of one or more temporary permanent global Notes certificates in fully registered form without payment coupons, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental A-2 hereto (each, a an “Temporary Regulation S IAI Global Note”), registered in the name of the Cede, as nominee of DTC, deposited with the Trustee, Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S The aggregate principal amount of each IAI Global Note Exchange Date, upon receipt by may from time to time be decreased to reflect transfers from the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S IAI Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in by adjustments made on the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer books and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for DTC, as hereinafter provided. Any Notes offered and the Registrar shall reflect on its books and records the date and a decrease sold to Non-U.S. Persons/QPs in the principal amount of the Temporary offshore transactions in reliance upon Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream. (c) Interest shall accrue on any class of Fixed Rate Notes from the date of issuance of such Fixed Rate Notes and shall be computed for in each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterly, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified case issued initially in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Subordinated Notes or specified in the form of such Subordinated Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (i) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (j) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and authenticated by or on behalf of the Trustee as provided in Section 2.1(i). Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.temporary

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Outstanding Principal Balance of any class of Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000, thereof or, with respect to any class (or sub-class) of Subordinated Notes or any class of Refinancing Notes, the Outstanding Principal Balance authorized in the Resolution and set forth in an indenture supplemental hereto establishing such Subordinated Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iiiii) any Subordinated Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated Notes or any Refinancing Notes to each of the Noteholders Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, substantially in the form set forth in Exhibit A or, in the case of any Subordinated Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed by the Trustee. The Trustee shall authenticate Notes and make Notes available for delivery only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”). Definitive Notes of each class shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, as determined by the Trustee. Any Notes offered and sold to Institutional Accredited Investors that are not QIBs that are not offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of Definitive Notes. Any Notes offered and sold to QIBs or sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates Global Notes in fully registered form without payment couponsform, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “144A Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each 144A Global Note may from time to time be increased or decreased by adjustments made on the books and records of the Registrar, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Temporary Regulation S Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S Global Note Exchange Date, upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for DTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in this Section 2.1(b) (collectively with any definitive, fully registered Notes issued pursuant to Section 2.5(d) or Section 2.10(b), the “Definitive Notes”). (c) Interest shall accrue on any class of Fixed Rate Notes from the date of issuance of such Fixed Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterlyannually, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Subordinated Notes or specified in the form of such Subordinated Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (i) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (j) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and authenticated by or on behalf of the Trustee as provided in Section 2.1(i). Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Except in respect of deferred interest added to the principal balance of the Original Notes (or any Refinancing Notes in respect of the Original Notes) pursuant to Section 3.7(a), the Outstanding Principal Balance of any class of Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000400,000,000, or, with respect to any class (or sub-class) of Subordinated Notes or any class of Refinancing Notes, the Outstanding Principal Balance authorized in the Resolution and set forth in an indenture supplemental hereto establishing such Subordinated Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iiiii) any Subordinated Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated Notes or any Refinancing Notes to each of the Noteholders the Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, substantially in the form set forth in Exhibit A X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5, as applicable, or, in the case of any Subordinated Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed determined by the Trusteeofficers executing such Notes, as evidenced by their execution of such Notes. The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authentication. The terms of the Original Notes set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0, and Exhibit A-5, as applicable, are part of the terms of this Indenture. The Trustee shall authenticate Notes and make Notes available for delivery for issue only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. The Notes will be sold initially only (A) to Persons that are both Qualified Institutional Buyers and Qualified Purchasers (“QIB/QPs”), purchasing the Beneficial Interest in the Notes for their own account or one or more other accounts with respect to which each such Person exercises sole investment discretion, each of which is a QIB/QP, in reliance on Rule 144A, (B) solely in the case of initial investors in the Notes, if to Persons that are both Qualified Purchasers and Institutional Accredited Investors (“IAI/QPs”) purchasing for their own account or one or more other accounts with respect to which each such Person exercises sole investment discretion, each of which is an IAI/QP, and (C) outside the United States, to Qualified Purchasers that are Non-U.S. Persons in reliance on Regulation S (“Non-U.S. Persons/QPs”), that in the case of clauses (A) through (C) are purchasing the Definitive Notes or a Beneficial Interest in the Notes in a manner that does not involve any general solicitation or advertising (as those terms are used in Regulation D under the Securities Act) or any public offering within the meaning of the Securities Act, are not acquiring the Notes with a view to any resale or distribution thereof other than in accordance with the restrictions set forth herein, have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the purchase of the Notes and are able and prepared to bear the economic risk of investing in and holding the Notes and, in each case, are not Restricted Parties. The Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedures described herein. It is intended that the Notes be registered so provided herein or as to participate in any indenture supplemental heretoa book-entry system with DTC. Upon initial issuance, the ownership of the Notes shall be issued registered in the form Register in the name of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A Cede & Co. (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b“Cede”), the “Definitive Notes”)or any successor thereto, as nominee for DTC. Definitive Notes of each class The Applicable Procedures shall be typewritten, printed, lithographed or engraved or produced by any combination applicable to transfers of these methodsBeneficial Interests in the Notes. Any Notes offered and sold to QIBs QIB/QPs in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates in fully registered form without payment coupons, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental A-1 hereto (each, a “Rule 144A Global Note”), registered in the name of the Cede, as nominee of DTC, deposited with the Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each Rule 144A Global Note may from time to time be increased or decreased to reflect transfers to and from the Rule 144A Global Note by adjustments made on the books and records of the RegistrarTrustee, as custodian for DTC, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors in offshore transactions in reliance on Regulation S IAI/QPs shall be issued initially in the form of one or more temporary permanent global Notes certificates in fully registered form without payment coupons, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental A-2 hereto (each, a an “Temporary Regulation S IAI Global Note”), registered in the name of the Cede, as nominee of DTC, deposited with the Trustee, Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S The aggregate principal amount of each IAI Global Note Exchange Date, upon receipt by may from time to time be decreased to reflect transfers from the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S IAI Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in by adjustments made on the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer books and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for DTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstreamas hereinafter provided. (c) Interest shall accrue on any class of Fixed Rate Notes from the date of issuance of such Fixed Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterly, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Subordinated Notes or specified in the form of such Subordinated Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (i) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (j) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and authenticated by or on behalf of the Trustee as provided in Section 2.1(i). Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Outstanding Principal Balance of any class of Notes that which may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000, thereof or, with respect to any class (or sub-class) of Subordinated Class B Notes or any class of Refinancing Notes, the initial Outstanding Principal Balance authorized in the Manager Resolution and set forth in an indenture supplemental hereto establishing such Subordinated Class B Notes or Refinancing Notes; provided, that the Outstanding Principal Balance of any such class of Refinancing Notes (iwhen added to the Available Collections Amount and any funds in the Holdback Account and the Capital Account used in connection with such refinancing) any Additional Class A shall not be less than the Redemption Price of the class of Notes shall be issued being refinanced in accordance with Section 2.1(g)whole thereby, (ii) plus Transaction Expenses relating thereto, that any Refinancing Notes shall be issued in accordance with Section 2.15 and (iii) that any Subordinated Class B Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated B Notes or any Refinancing Notes to each of the Noteholders Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, substantially in the form set forth in Exhibit A or, in the case of any Subordinated Class B Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed by the Trustee. The Trustee shall authenticate Notes and make Notes available for delivery only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”). Definitive Notes of each class shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, as determined by the Trustee. Any Notes offered and sold to Institutional Accredited Investors that are not QIBs that are not offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of Definitive Notes. Any Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates Global Notes in fully registered form without payment couponsform, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “144A Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each 144A Global Note may from time to time be increased or decreased by adjustments made on the books and records of the Registrar, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Temporary Regulation S Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S Global Note Exchange Date, upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for DTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in this Section 2.1(b) (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”). (c) Interest shall accrue on the Original Class A Notes from the Closing Date (or, with respect to any other class of Fixed Rate Notes from Notes, the date of issuance of such Fixed Rate Notes Notes) and shall be computed with respect to the Original Class A Notes or any other class of Fixed Rate Notes for each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterly, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, deliver as provided in Section 2.15, 2.15 an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Manager Resolutions and set forth or in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of issuance, if any, of any Subordinated Note IssuanceClass B Notes, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Class B Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Manager Resolutions and set forth or in any indenture supplemental hereto providing for the issuance of such Subordinated Class B Notes or specified in the form of such Subordinated Class B Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (i) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (j) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and authenticated by or on behalf of the Trustee as provided in Section 2.1(i). Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Outstanding Principal Balance of any class of Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000, thereof or, with respect to any class (or sub-class) of Subordinated Class B Notes or any class of Refinancing Notes, the Outstanding Principal Balance authorized in the Manager Resolution and set forth in an or indenture supplemental hereto establishing such Subordinated Class B Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iiiii) any Subordinated Class B Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated B Notes or any Refinancing Notes to each of the Noteholders Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, substantially in the form set forth in Exhibit A or, in the case of any Subordinated Class B Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed by the Trustee. The Trustee shall authenticate Notes and make Notes available for delivery only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”). Definitive Notes of each class shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, as determined by the Trustee. Any Notes offered and sold to Institutional Accredited Investors that are not QIBs that are not offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of Definitive Notes. Any Notes offered and sold to QIBs or sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates Global Notes in fully registered form without payment couponsform, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “144A Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each 144A Global Note may from time to time be increased or decreased by adjustments made on the books and records of the Registrar, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Temporary Regulation S Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S Global Note Exchange Date, upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for DTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream. (c) Interest shall accrue on any class of Fixed Rate Notes from the date of issuance of such Fixed Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterly, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Subordinated Notes or specified in the form of such Subordinated Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (i) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (j) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and authenticated by or on behalf of the Trustee as provided in Section 2.1(i). Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Outstanding Principal Balance of any class of Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000, thereof or, with respect to any class (or sub-class) of Subordinated Class B Notes or any class of Refinancing Notes, the Outstanding Principal Balance authorized in the Resolution and set forth in an or indenture supplemental hereto establishing such Subordinated Class B Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iiiii) any Subordinated Class B Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated B Notes or any Refinancing Notes to each of the Noteholders Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, substantially in the form set forth in Exhibit A or, in the case of any Subordinated Class B Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed by the Trustee. The Trustee shall authenticate Notes and make Notes available for delivery only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”). Definitive Notes of each class shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, as determined by the Trustee. Any Notes offered and sold to Institutional Accredited Investors that are not QIBs that are not offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of Definitive Notes. Any Notes offered and sold to QIBs or sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates Global Notes in fully registered form without payment couponsform, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “144A Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each 144A Global Note may from time to time be increased or decreased by adjustments made on the books and records of the Registrar, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Temporary Regulation S Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S Global Note Exchange Date, upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for DTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in this Section 2.1(b) (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”). (c) Interest shall accrue on any class of Fixed Rate Notes from the date of issuance of such Fixed Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterly, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth or in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Class B Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Class B Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth or in any indenture supplemental hereto providing for the issuance of such Subordinated Class B Notes or specified in the form of such Subordinated Class B Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (ih) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j2.1(i), the Trustee shall authenticate such Notes by manual or facsimile signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (ji) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and authenticated by or on behalf of the Trustee as provided in Section 2.1(i2.1(h). Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Outstanding Principal Balance of any class of Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000, thereof or, with respect to any class (or sub-class) of Subordinated Class B Notes or any class of Refinancing Notes, the Outstanding Principal Balance authorized in the Manager Resolution and set forth in an or indenture supplemental hereto establishing such Subordinated Class B Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iiiii) any Subordinated Class B Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated B Notes or any Refinancing Notes to each of the Noteholders Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, substantially in the form set forth in Exhibit A or, in the case of any Subordinated Class B Notes or any Refinancing Notes, substantially in the form set forth in any the indenture supplemental heretohereto pursuant to which such Class B Notes or Refinancing Notes are issued, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed by the Trustee. The Trustee shall authenticate Notes and make Notes available for delivery only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”). Definitive Notes of each class shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, as determined by the Trustee. Any Notes offered and sold to Institutional Accredited Investors that are not QIBs that are not offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of Definitive Notes. Any Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates Global Notes in fully registered form without payment couponsform, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “144A Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each 144A Global Note may from time to time be increased or decreased by adjustments made on the books and records of the Registrar, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Temporary Regulation S Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S Global Note Exchange Date, upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for DTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in this Section 2.1(b) (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”). (c) Interest shall accrue on any class of Fixed Rate Notes from the date of issuance of such Fixed Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterly, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Manager Resolutions and set forth or in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Class B Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Class B Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Manager Resolutions and set forth or in any indenture supplemental hereto providing for the issuance of such Subordinated Class B Notes or specified in the form of such Subordinated Class B Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (i) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (j) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and authenticated by or on behalf of the Trustee as provided in Section 2.1(i). Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Except in respect of deferred interest added to the principal balance of the Original Notes (or any Refinancing Notes in respect of the Original Notes) pursuant to Section 3.7(a), the Outstanding Principal Balance of any class of Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000250,000,000, or, with respect to any class (or sub-class) of Subordinated Notes or any class of Refinancing Notes, the Outstanding Principal Balance authorized in the Resolution and set forth in an indenture supplemental hereto establishing such Subordinated Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iiiii) any Subordinated Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated Notes or any Refinancing Notes to each of the Noteholders the Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, substantially in the form set forth in Exhibit A X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5, as applicable, or, in the case of any Subordinated Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed determined by the Trusteeofficers executing such Notes, as evidenced by their execution of such Notes. The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authentication. The terms of the Original Notes set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0, and Exhibit A-5, as applicable, are part of the terms of this Indenture. The Trustee shall authenticate Notes and make Notes available for delivery for issue only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. The Notes will be sold initially only (A) to Persons that are both Qualified Institutional Buyers and Qualified Purchasers (“QIB/QPs”), purchasing the Beneficial Interest in the Notes for their own account or one or more other accounts with respect to which each such Person exercises sole investment discretion, each of which is a QIB/QP, in reliance on Rule 144A, (B) solely in the case of initial investors in the Notes, if to Persons that are both Qualified Purchasers and Institutional Accredited Investors (“IAI/QPs”) purchasing for their own account or one or more other accounts with respect to which each such Person exercises sole investment discretion, each of which is an IAI/QP, and (C) outside the United States, to Qualified Purchasers that are Non-U.S. Persons in reliance on Regulation S (“Non-U.S. Persons/QPs”), that in the case of clauses (A) through (C) are purchasing the Definitive Notes or a Beneficial Interest in the Notes in a manner that does not involve any general solicitation or advertising (as those terms are used in Regulation D under the Securities Act) or any public offering within the meaning of the Securities Act, are not acquiring the Notes with a view to any resale or distribution thereof other than in accordance with the restrictions set forth herein, have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the purchase of the Notes and are able and prepared to bear the economic risk of investing in and holding the Notes and, in each case, are not Restricted Parties. The Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedures described herein. It is intended that the Notes be registered so provided herein or as to participate in any indenture supplemental heretoa book-entry system with DTC. Upon initial issuance, the ownership of the Notes shall be issued registered in the form Register in the name of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A Cede & Co. (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b“Cede”), the “Definitive Notes”)or any successor thereto, as nominee for DTC. Definitive Notes of each class The Applicable Procedures shall be typewritten, printed, lithographed or engraved or produced by any combination applicable to transfers of these methodsBeneficial Interests in the Notes. Any Notes offered and sold to QIBs QIB/QPs in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates in fully registered form without payment coupons, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental A-1 hereto (each, a “Rule 144A Global Note”), registered in the name of the Cede, as nominee of DTC, deposited with the Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each Rule 144A Global Note may from time to time be increased or decreased to reflect transfers to and from the Rule 144A Global Note by adjustments made on the books and records of the RegistrarTrustee, as custodian for DTC, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors in offshore transactions in reliance on Regulation S IAI/QPs shall be issued initially in the form of one or more temporary permanent global Notes certificates in fully registered form without payment coupons, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental A-2 hereto (each, a an “Temporary Regulation S IAI Global Note”), registered in the name of the Cede, as nominee of DTC, deposited with the Trustee, Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S The aggregate principal amount of each IAI Global Note Exchange Date, upon receipt by may from time to time be decreased to reflect transfers from the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S IAI Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in by adjustments made on the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer books and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for DTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstreamas hereinafter provided. (c) Interest shall accrue on any class of Fixed Rate Notes from the date of issuance of such Fixed Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterly, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Subordinated Notes or specified in the form of such Subordinated Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (i) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (j) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and authenticated by or on behalf of the Trustee as provided in Section 2.1(i). Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Except in respect of deferred interest added to the principal balance of the Original Notes (or any Refinancing Notes in respect of the Original Notes) pursuant to Section 3.7(a), the Outstanding Principal Balance of any class of Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000450,000,000, or, with respect to any class (or sub-class) of Subordinated Notes or any class of Refinancing Notes, the Outstanding Principal Balance authorized in the Resolution and set forth in an indenture supplemental hereto establishing such Subordinated Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iiiii) any Subordinated Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated Notes or any Refinancing Notes to each of the Noteholders the Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, substantially in the form set forth in Exhibit A A-1, Exhibit X-0, Xxxxxxx X-0, and Exhibit A-4 as applicable, or, in the case of any Subordinated Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed determined by the Trusteeofficers executing such Notes, as evidenced by their execution of such Notes. The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authentication. The terms of the Original Notes set forth in Exhibit A-1, Exhibit X-0, Xxxxxxx X-0, and Exhibit A-4, as applicable, are part of the terms of this Indenture. The Trustee shall authenticate Notes and make Notes available for delivery for issue only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. The Notes will be sold initially only (A) in the United States, to Persons that are both Qualified Institutional Buyers and Qualified Purchasers (“QIB/QPs”), purchasing the Beneficial Interest in the Notes for their own account or one or more other accounts with respect to which each such Person exercises sole investment discretion, each of which is a QIB/QP, in reliance on Rule 144A, (B) in the United States, solely in the case of initial investors in the Notes, if so provided herein to Persons that are both Qualified Purchasers and Institutional Accredited Investors (“IAI/QPs”) purchasing for their own account or one or more other accounts with respect to which each such Person exercises sole investment discretion, each of which is an IAI/QP, and (C) outside the United States, to Qualified Purchasers that are Non-U.S. Persons in reliance on Regulation S (“Non-U.S. Persons/QPs”), that in the case of clauses (A) through (C) are purchasing a Beneficial Interest in the Notes in a manner that does not involve any general solicitation or advertising (as those terms are used in Regulation D under the Securities Act) or any public offering within the meaning of the Securities Act, are not acquiring the Notes with a view to any resale or distribution thereof other than in accordance with the restrictions set forth herein, have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the purchase of the Notes and are able and prepared to bear the economic risk of investing in and holding the Notes and, in each case, are not Restricted Parties. The Notes may thereafter be transferred to the Issuer and its Affiliates or in any indenture supplemental heretoreliance on Rule 144A and/or Regulation S and in accordance with the procedures described herein. It is intended that the Notes be registered so as to participate in a book-entry system with DTC. Upon initial issuance, the ownership of the Notes shall be issued registered in the form Register in the name of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A Cede & Co. (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b“Cede”), the “Definitive Notes”)or any successor thereto, as nominee for DTC. Definitive Notes of each class The Applicable Procedures shall be typewritten, printed, lithographed or engraved or produced by any combination applicable to transfers of these methodsBeneficial Interests in the Notes. Any Notes offered and sold to QIBs QIB/QPs in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates in fully registered form without payment coupons, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental A-1 hereto (each, a “Rule 144A Global Note”), registered in the name of the Cede, as nominee of DTC, deposited with the Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each Rule 144A Global Note may from time to time be increased or decreased to reflect transfers to and from the Rule 144A Global Note by adjustments made on the books and records of the RegistrarTrustee, as custodian for DTC, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors in offshore transactions in reliance on Regulation S IAI/QPs shall be issued initially in the form of one or more temporary permanent global Notes certificates in fully registered form without payment coupons, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental A-2 hereto (each, a an “Temporary Regulation S IAI Global Note”), registered in the name of the Cede, as nominee of DTC, deposited with the Trustee, Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S The aggregate principal amount of each IAI Global Note Exchange Date, upon receipt by may from time to time be decreased to reflect transfers from the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S IAI Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in by adjustments made on the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer books and authenticated by the Trustee as hereinafter provided shall be deposited with records of the Trustee, as custodian for DTC, as hereinafter provided. Any Notes offered and the Registrar shall reflect on its books and records the date and a decrease sold to Non-U.S. Persons/QPs in the principal amount of the Temporary offshore transactions in reliance upon Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream. (c) Interest shall accrue on any class of Fixed Rate Notes from the date of issuance of such Fixed Rate Notes and shall be computed for in each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterly, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified case issued initially in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Subordinated Notes or specified in the form of such Subordinated Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (i) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (j) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and authenticated by or on behalf of the Trustee as provided in Section 2.1(i). Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.temporary

Amount of Notes; Terms; Form; Execution and Delivery. (a) The Outstanding Principal Balance of any class of Notes that may be authenticated and delivered from time to time under this Indenture shall not exceed, with respect to the Original Class A Notes, the initial Outstanding Principal Balance for the Original Class A Notes in the amount of $45,000,000, as set forth in the definition thereof, with respect to any Additional Class A Notes, $25,000,000, thereof or, with respect to any class (or sub-class) of Subordinated Notes or any class of Refinancing Notes, the Outstanding Principal Balance authorized in the Resolution and set forth in an indenture supplemental hereto establishing such Subordinated Notes or Refinancing Notes; provided, that (i) any Additional Class A Notes shall be issued in accordance with Section 2.1(g), (ii) any Refinancing Notes shall be issued in accordance with Section 2.15 and (iiiii) any Subordinated Notes shall be issued in accordance with Section 2.16. (b) There shall be issued, authenticated and delivered on the Closing Date and on the date of issuance of any Additional Class A Notes, any Subordinated Notes or any Refinancing Notes to each of the Noteholders Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and, in the case of the Original Class A Notes and any Additional Class A Notes, substantially in the form set forth in Exhibit A or, in the case of any Subordinated Notes or any Refinancing Notes, substantially in the form set forth in any indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements typewritten, printed, lithographed or engraved thereon, as may, consistently herewith, be prescribed by the Trustee. The Trustee shall authenticate Notes and make Notes available for delivery only upon the written order of the Issuer signed by a Responsible Officer of the Issuer. Such order shall specify the aggregate principal amount and type of Notes to be authenticated, the date of issue, whether they are to be issued as Global Notes or Definitive Notes and delivery instructions. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in definitive, registered form in substantially the form set forth in Exhibit A (collectively with any definitive, fully registered Notes issued pursuant to Section 2.10(b), the “Definitive Notes”). Definitive Notes of each class shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, as determined by the Trustee. Any Notes offered and sold to Institutional Accredited Investors that are not QIBs that are not offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of Definitive Notes. Any Notes offered and sold to QIBs or sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates Global Notes in fully registered form without payment couponsform, substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “144A Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each 144A Global Note may from time to time be increased or decreased by adjustments made on the books and records of the Registrar, as hereinafter provided. Any Notes offered and sold to Institutional Accredited Investors in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Temporary Regulation S Global Note”), registered in the name of the nominee of DTC, deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following the applicable Regulation S Global Note Exchange Date, upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit F, executed by Euroclear or Clearstream, as the case may be, together with copies of certificates from Euroclear or Clearstream, as the case may be, certifying that it has received certification of non-U.S. beneficial ownership of a Temporary Regulation S Global Note (or portion thereof) with respect to any Notes to be exchanged, one or more permanent Global Notes for such Notes in registered form substantially in the form set forth in the applicable Exhibit to this Indenture or in any indenture supplemental hereto (each, a “Permanent Regulation S Global Note” and, together with each Temporary Regulation S Global Note, the “Regulation S Global Notes”) duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for DTC, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note of such class in an amount equal to the principal amount of such Temporary Regulation S Global Note exchanged. Until the Regulation S Global Note Exchange Date with respect to any Temporary Regulation S Global Note, Beneficial Interests in such Temporary Regulation S Global Note may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream. Notes, if so provided herein or in any indenture supplemental hereto, shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in this Section 2.1(b) (collectively with any definitive, fully registered Notes issued pursuant to Section 2.5(d) or Section 2.10(b), the “Definitive Notes”). (c) Interest shall accrue on any class of Fixed Rate Notes from the date of issuance of such Fixed Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months on the Outstanding Principal Balance of such Notes. Interest shall accrue on any class of Floating Rate Notes from the date of issuance of such Floating Rate Notes and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Notes. If any interest payment is not made when due on a Payment Date, the unpaid portion of such interest payment will accrue interest at the rate then applicable to the Notes, compounded quarterly, until paid in full. (d) On the date of any Refinancing, the Issuer shall issue and deliver, as provided in Section 2.15, an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Refinancing Notes or specified in the form of such Refinancing Notes, in each case in accordance with Section 2.15. (e) On the date of any Subordinated Note Issuance, the Issuer shall issue and deliver, as provided in Section 2.16, an aggregate principal amount of Subordinated Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Resolutions and set forth in any indenture supplemental hereto providing for the issuance of such Subordinated Notes or specified in the form of such Subordinated Notes, in each case in accordance with Section 2.16. (f) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Responsible Officer of the Issuer or any individual authorized to do so by a Responsible Officer of the Issuer. (g) As long as no Event of Default has occurred and is continuing, if the Milestone Payment of $15,000,000 related to the successful completion of the FDA mandated studies for the Product has been applied to the payment of interest on and principal of the Notes pursuant to Section 3.6(a) and cumulative Net Sales of the Product from January 1, 2014 through the end of the calendar quarter in which such Milestone Payment was made (as evidenced by one or more reports of Counterparty) equal or exceed the applicable amount for the applicable calendar quarter set forth in Schedule A, then the Issuer may issue and deliver, no later than six months after the end of such calendar quarter, in accordance with this Section 2.1(g), Additional Class A Notes in an aggregate principal amount up to $25,000,000 substantially in the form set forth in Exhibit A without the consent of any Noteholder. The Additional Class A Notes shall have the same terms as the Original Class A Notes, except that the issuance price, the issuance date and the initial Payment Date may vary. Notwithstanding the foregoing, the Additional Class A Notes shall be treated as a single class with the Original Class A Notes for all purposes hereunder and will rank pari passu in right of payment and security with the Original Class A Notes. If the Issuer determines that any Additional Class A Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Class A Notes will have the same CUSIP number as the Original Class A Notes. If the Issuer determines that any such Additional Class A Notes are not issued as part of such a “qualified reopening”, any such Additional Class A Notes will be required to have a CUSIP number that is different than the CUSIP number of the Original Class A Notes, and therefore, will not be fungible with the Original Class A Notes for U.S. federal income tax purposes. On the date of issuance, if any, of Additional Class A Notes, as a condition to the issuance of such Additional Class A Notes, the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.1(b), an Officer’s Certificate complying with Section 1.2 and certifying that the cumulative Net Sales of the Product equal or exceed the applicable amount set forth in Schedule A and shall issue and deliver the aggregate principal amount of Additional Class A Notes set forth in such written order and as authorized by one or more Resolutions. There are no limitations on the use of proceeds from the issuance of any such Additional Class A Notes, including making distributions to the Equityholder. Prior to the issuance of any such Additional Class A Notes, any or all of the following, as applicable, with respect to such issuance of Additional Class A Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Additional Class A Notes, as the case may be, with respect to such Additional Class A Notes to be issued: (i) the aggregate principal amount of any such Additional Class A Notes; (ii) the proposed date of issuance of such Additional Class A Notes; and (iii) the use of proceeds of such Additional Class A Notes. (h) Each Note bearing the manual or facsimile signature of any individual who at the time such Note was executed was authorized to execute such Note by a Responsible Officer of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such authority thereafter but prior to the authentication and delivery of such Notes or any payment thereon. (ih) At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of Section 2.1(j2.1(i), the Trustee shall authenticate such Notes by manual signature upon receipt by it of a written order of the Issuer. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee. (ji) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in Section 2.1(f) and authenticated by or on behalf of the Trustee as provided in Section 2.1(i2.1(h). Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.