Common use of Financial Statements and Information Clause in Contracts

Financial Statements and Information. (a) In the event that any such information need not to be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the thirtieth day after the close of each quarter of each fiscal year, the unaudited consolidated balance sheet of XOMA as at the close of such quarter and unaudited consolidated statement of operations and cash flows of XOMA for such quarter, duly certified by the chief financial officer of XOMA as having been prepared in accordance with GAAP. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMA, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAP. (b) In the event that any such information need not be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the forty-fifth day after the close of each fiscal year, XOMA’s audited financial statements as at the close of such fiscal year, including the consolidated balance sheet as at the end of such fiscal year and consolidated statement of operations and cash flows of XOMA for such fiscal year, in each case accompanied by the report thereon of independent registered public accountant of nationally recognized standing. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMA, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAP. (c) The Borrower shall, promptly upon receipt thereof, forward or cause to be forwarded to the Lender copies of all notices, reports, updates and other information regarding the License Agreements, the Payment Rights and the Raptiva Rights received from the Obligors. (d) The Borrower shall furnish or cause to be furnished to the Lender from time to time such other information regarding the financial position, assets or business of the Borrower or any other XOMA Party or its compliance with any Transaction Document to which it is a party as the Lender may from time to time reasonably request.

Financial Statements and Information. (a) In the event that any such information need not to be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the thirtieth forty-fifth day after the close of each quarter of each fiscal year, the unaudited consolidated balance sheet of XOMA Borrower as at the close of such quarter and unaudited consolidated statement of operations and comprehensive loss and cash flows of XOMA Borrower for such quarter, duly certified by the chief financial officer of XOMA Borrower as having been prepared in accordance with GAAPGAAP and fairly presenting the consolidated financial condition and results of operations of Borrower Parties and Subsidiaries. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMABorrower, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPDefault. (b) In the event that any such information need not be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on On or before the forty-fifth two hundred tenth day after the close of each fiscal year, XOMABorrower’s audited financial statements as at the close of such fiscal year, including the consolidated balance sheet as at the end of such fiscal year and consolidated statement of operations and cash flows of XOMA Borrower for such fiscal year, in each case accompanied by the report thereon of independent registered public accountant of nationally recognized standingstanding reasonably satisfactory to the Lender. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMABorrower, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPDefault. (c) The Borrower shall, promptly upon receipt thereof, forward or cause to be forwarded to the Lender copies of all notices, reports, updates and other information regarding the License Agreements, the Payment Rights and the Raptiva Rights received from the Obligors. (d) The Borrower shall furnish or cause to be furnished to the Lender from time to time such other information regarding the financial position, assets or business prospects of the Borrower or any other XOMA Party Subsidiary or its compliance with any Transaction Loan Document to which it is a party or the business of Borrower and its Subsidiaries as presently conducted as the Lender may from time to time reasonably request. (d) The Lender and its Representatives shall have the right, from time to time but, except during the continuance of a Default or Event of Default, no more than once per six months, during normal business hours and upon at least ten (10) Business Days’ prior written notice to Borrower, to visit the offices and properties of Borrower and its Subsidiaries where books and records relating or pertaining to the Collateral are kept and maintained, to inspect and make extracts from and copies of such books and records, to discuss, with officers of Borrower and its Subsidiaries, the business, operations, properties and financial and other condition of Borrower and its Subsidiaries. (e) Borrower shall deliver to Lender such information and data relating or pertaining to the Collateral in Borrower’s possession or control, including, without limitation, copies of internally generated marketing plans and information related to the Included Products, as Lender shall reasonably request, promptly upon such request. (f) Borrower shall, upon at least ten (10) Business Days’ prior written notice from the Lender, (i) cause such of the executive officers, vice presidents, senior directors and directors of Borrower as shall be identified by the Lender in such notice, and, (ii) if requested by the Lender in such notice, request Borrower’s auditors, in each such case, to meet, or, at the Lender’s option, to participate in a conference call with, the Lender for the purpose of discussing the business, operations, properties and financial and other condition of Borrower and its Subsidiaries; provided that in the case of (i) above, absent an Event of Default, such request shall not be made more than once every quarter and provided, further that in the case of (ii) above, (a) absent an Event of Default, such request shall not be made more than once every year and in the case of an Event of Default, such request shall not be made more than once every six months and (b) a Representative of Borrower (chosen by Borrower) shall be permitted to be present for such meetings and discussions with Borrower’s auditors. (g) All written information supplied by or on behalf of Borrower or any of its Subsidiaries to the Lender pursuant to this Section 8.03 shall be accurate and complete in all material respects as of its date or the date so supplied, and, in the case of written information supplied pursuant to Sections 8.03(a) and 8.03(b), none of such information shall contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not materially misleading in light of the circumstances under which made, as of its date or the date filed with the SEC or if not so filed so delivered to the Lender

Financial Statements and Information. (a) In the event that any such information need not to be filed with the Securities and Exchange Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the thirtieth forty-fifth day after the close of each quarter of each fiscal year, the unaudited consolidated balance sheet of XOMA Borrower as at the close of such quarter and unaudited consolidated statement of operations and comprehensive loss and cash flows of XOMA Borrower for such quarter, duly certified by the chief financial officer of XOMA Borrower as having been prepared in accordance with GAAP. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMABorrower, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPDefault. (b) In the event that any such information need not be filed with the Securities and Exchange Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the forty-fifth sixtieth day after the close of each fiscal year, XOMABorrower’s audited financial statements as at the close of such fiscal year, including the consolidated balance sheet as at the end of such fiscal year and consolidated statement of operations and cash flows of XOMA Borrower for such fiscal year, in each case accompanied by the report thereon of independent registered public accountant of nationally recognized standing. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMABorrower, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPDefault. (c) The Borrower shall, promptly upon receipt thereof, forward or cause to be forwarded to the Lender copies of all notices, reports, updates and other information regarding the License Agreements, the Payment Rights Agreements and the Raptiva Rights Included Receipts received from the ObligorsContract Parties which could reasonably be expected to have a Material Adverse Effect. (d) The Borrower shall furnish or cause to be furnished to the Lender from time to time such other information regarding the financial position, assets or business of the Borrower or any other XOMA Party Subsidiary or its compliance with any Transaction Document to which it is a party or the LFRP as the Lender may from time to time reasonably request. (e) Borrower shall, promptly after the end of each fiscal quarter of Borrower (but in no event later than [*****] following the end of such quarter), produce and deliver to the Lender a Quarterly Report and Business Report for such quarter, together with a certificate of a senior officer of Borrower, certifying that to the Knowledge of Borrower that such Quarterly Report and Business Report are true, correct and accurate in all material respects. Following receipt of any Business Report, the Lenders shall have the right to require a meeting in person or by phone with management of Borrower to discuss matters related to the LFRP. With each Quarterly Report, Borrower shall provide a copy to the Lenders of each new executed License Agreement, In License and a copy of any amendment or other action (and notification of any action not in writing) as described in Section 9.15.

Financial Statements and Information. (a) In the event that any such information need is not required to be filed with the Securities and Exchange Commission SEC pursuant to Section 13 or 15(d) of the Exchange ActAct or for any reason has not been so filed, the Borrower shall furnish to the Lender, on or before the thirtieth forty-fifth (45th) day after the close last day of each quarter of the first three quarters of each fiscal year, the unaudited consolidated balance sheet of XOMA Borrower and its Subsidiaries as at the close of such quarter and unaudited consolidated statement of operations and comprehensive income (loss) and cash flows of XOMA Borrower and its Subsidiaries for such quarter, duly certified by the chief financial officer of XOMA Borrower as having been prepared in accordance with GAAPGAAP (subject to year-end adjustments and the absence of footnotes). (b) In the event that any such information is not required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or for any reason has not been so filed, Borrower shall furnish to the Lender, on or before the ninetieth (90th) day after the last day of each fiscal year, the audited consolidated balance sheet of Borrower and its Subsidiaries as at the last day of such fiscal year and audited consolidated statement of operations and comprehensive income (loss) and cash flows of Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the report thereon of the Borrower's independent registered public accounting [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. firm of nationally or regionally recognized standing (it being understood that Xxxx Xxxxxx Xxxxx, Inc. is acceptable to the Lender). (c) Concurrently with the delivery or filing of the documents financial statements described in the preceding sentenceclauses (a) and (b), the Borrower shall furnish to the Lender a compliance certificate in the form of Exhibit J of the chief financial officer, chief accounting officer or treasurer of XOMABorrower and its Subsidiaries, which certificate shall (A) include a statement that such officer has no knowledgeKnowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPDefault. (bd) In the event that any such information need not be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the forty-fifth day after the close of each fiscal year, XOMA’s audited financial statements as at the close of such fiscal year, including the consolidated balance sheet as at the end of such fiscal year and consolidated statement of operations and cash flows of XOMA for such fiscal year, in each case accompanied by the report thereon of independent registered public accountant of nationally recognized standing. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMA, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAP. (c) The Borrower shall, promptly upon receipt thereof, forward or cause to be forwarded to the Lender copies of all notices, reports, updates and other information regarding the License Agreements, the Payment Rights and the Raptiva Rights Material Contracts received from the ObligorsContract Parties which could reasonably be expected to have a Material Adverse Effect. (de) The Borrower shall furnish or cause to be furnished to the Lender from time to time such other information regarding the financial position, assets or business of the Borrower or any other XOMA Party Subsidiary or its compliance with any Transaction Loan Document to which it is a party or the business of the Borrower and its Subsidiaries as presently conducted as the Lender may from time to time reasonably request. (f) Borrower shall, promptly after the end of each fiscal quarter of Borrower and its Subsidiaries (but in no event later than [*****] days following the end of such quarter), produce and deliver to the Lender a Quarterly Report for such quarter, together with a certificate of a senior officer of Borrower, certifying that to the Knowledge of Borrower that such Quarterly Report is true, correct and accurate in all material respects. (g) The Lender and its Representatives shall have the right, from time to time but, except during the continuance of a Default or Event of Default, no more than once per quarter, during normal business hours and upon at least ten (10) Business Days' prior written notice to the Borrower, to visit the offices and properties of the Borrower and its Subsidiaries where books and records relating or pertaining to the Included Product Payments and the Collateral are kept and maintained, to inspect and make extracts from and copies of such books and records, to discuss, with officers of the Borrower and its Subsidiaries, the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries and to verify the accuracy of the Quarterly Reports and the Variable Interest. In the event any inspection of such books and records reveals any underpayment of any Variable Interest in respect of any quarterly period, the Borrower Parties shall pay promptly (but in any event within [*****] Business Days thereafter) to the Lender the amount of such underpayment. In all cases, the Borrower Parties shall reimburse the reasonable out-of-pocket fees and expenses incurred by the Lender and its Affiliates in connection with such inspection. In the event any inspection of such books and records reveals any overpayment of any Variable Interest in respect of any quarterly period, the Borrower Parties shall be entitled to offset the amount of such overpayment against the Variable Interest due in the next quarterly period or periods until such amount is fully offset. (h) Borrower shall deliver to Lender such information and data relating or pertaining to the Included Product Payments and the Collateral in Borrower's possession or con- trol, including, without limitation, copies of internally generated marketing plans and information related to the Included Products, as Lender shall reasonably request, promptly upon such request. (i) The Borrower shall, upon at least ten (10) Business Days' prior written notice from the Lender, (i) cause such of the executive officers, vice presidents, senior directors and directors of Borrower as shall be identified by the Lender in such notice, and, (ii) if requested by the Lender in such notice, request the Borrower's auditors, in each such case, to meet, or, at the Lender's option, to participate in a conference call with, the Lender for the purpose of discussing the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries; provided that in the case of (i) and (ii) above, (a) absent an Event of Default, such request shall not be made more than once per quarter and (b) a representative of Borrower (chosen by Borrower) shall be permitted to be present for such meetings and discussions. (j) All written information supplied by or on behalf of Borrower or any of its Subsidiaries to the Lender pursuant to this Section 8.04 shall be accurate and complete in all material respects as of its date or the date so supplied, and, in the case of written information supplied pursuant to Sections 8.04(a) and 8.04(b), none of such information shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not materially misleading in light of the circumstances under which made, as of its date or the date filed with the SEC or if not so filed so delivered to the Lender.

Financial Statements and Information. The Company will furnish to ------------------------------------ each Bank: (a) In as soon as available and in any event within 60 days after the event that any such information need not to be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) end of the Exchange Actfirst, the Borrower shall furnish to the Lender, on or before the thirtieth day after the close of each quarter of second and third quarterly accounting periods in each fiscal yearyear of the Company, the unaudited copies of a consolidated balance sheet of XOMA the Company and its Consolidated Subsidiaries as at of the close end of such quarter accounting period and unaudited of the related consolidated statement income and retained earnings statements of operations the Company and cash flows its Consolidated Subsidiaries for the elapsed portion of XOMA the fiscal year ended with the last day of such accounting period, all in reasonable detail and stating in comparative form the amounts for such quarterthe corresponding date and period in the previous fiscal year, duly certified by the chief financial officer of XOMA as having been and all prepared in accordance with GAAP. Concurrently with the delivery or filing , subject to year end audit adjustments and certified by an authorized financial officer of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMA, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAP.Company; (b) In the as soon as available and in any event that any such information need not be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the forty-fifth day within 120 days after the close end of each fiscal yearyear of the Company, XOMA’s audited financial statements as at the close copies of such fiscal year, including the consolidated balance sheet sheets of the Company and its Consolidated Subsidiaries as at of the end of such fiscal year and consolidated statement statements of operations income and cash flows retained earnings of XOMA the Company and its Consolidated Subsidiaries for such fiscal year, in each case accompanied reasonable detail and stating in comparative form the figures as of the end of and for the previous fiscal year prepared in accordance with GAAP and certified by independent public accountants of recognized standing as may be selected by the report thereon of independent registered public accountant of nationally recognized standing. Concurrently Company and reasonably satisfactory to the Agent; (c) concurrently with the delivery or filing each of the documents described in the preceding sentence, the Borrower shall furnish financial statements furnished pursuant to the Lender foregoing subsections (a) and (b), a certificate of the chief financial officerChairman of the Board, chief accounting officer President, a Vice President (whose duties are in the finance area) or treasurer Financial Officer, stating that in the opinion of XOMAthe signer, which certificate shall (A) include based upon a statement that such officer has review made under their supervision, no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred is continuing, and (B) set forth the Company has performed and observed all of, and the Company is not in reasonable detail default in the calculations necessary to demonstrate compliance with Section 10.08 on performance or observance of any of, the date terms and covenants hereof or, if the Company shall be in default, specifying all such defaults, and the nature thereof, of which the signer of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAP. (c) The Borrower shall, promptly upon receipt thereof, forward or cause to be forwarded to the Lender copies of all notices, reports, updates and other information regarding the License Agreements, the Payment Rights and the Raptiva Rights received from the Obligors.certificate may have knowledge; (d) The Borrower concurrently with their being filed, mailed or delivered, as applicable, copies of all proxy statements, financial statements and reports which the Company shall furnish send or cause make available generally to its shareholders, and copies of all reports on Forms 10-K, 10-Q and 8-K and all other filings and reports specifically requested by a Bank which the Company or any Subsidiary may be furnished required to file with the Lender from time to time Securities and Exchange Commission or any similar or corresponding governmental commission, department or an agency substituted therefor or with any securities exchange located in the United States of America; and (e) such other information regarding relating to the business, affairs and financial position, assets or business condition of the Borrower or any other XOMA Party or Company and its compliance with any Transaction Document to which it is a party Subsidiaries as the Lender Agent (when requested so to do by any Bank) may from time to time reasonably request.

Financial Statements and Information. (a) In the event that any such information need not to be filed with the Securities and Exchange Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the thirtieth forty-fifth day after the close of each quarter of each fiscal year, the unaudited consolidated balance sheet of XOMA the Company as at the close of such quarter and unaudited consolidated statement of operations and comprehensive loss and cash flows of XOMA the Company for such quarter, duly certified by the chief financial officer of XOMA the Company as having been prepared in accordance with GAAP. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMAthe Company, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Default, Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPor Prepayment Trigger. (b) In the event that any such information need not be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the forty-fifth 135th day after the close of each fiscal year, XOMAthe Company’s audited financial statements as at the close of such fiscal year, including the consolidated balance sheet as at the end of such fiscal year and consolidated statement of operations and cash flows of XOMA the Company for such fiscal year, in each case accompanied by the report thereon of independent registered public accountant of nationally recognized standingstanding reasonably satisfactory to the Lender. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMAthe Company, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Default, Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPor Prepayment Trigger. (c) The Borrower shall, promptly upon receipt thereof, forward or cause to be forwarded to the Lender copies of all noticesNotices, reports, updates and other data or information regarding (i) pertaining to the License AgreementsRoyalty Interest and other Collateral, the Payment Rights and the Raptiva Rights (ii) received from the ObligorsLicensee or any Third Party which relate to events or circumstances that could reasonably be expected to have a Material Adverse Effect or (iii) received from any Person that relate to the Licensed Technology and that could reasonably be expected to have a Material Adverse Effect, or that the Lender reasonably requests. (d) The Borrower shall furnish or cause to be furnished to the Lender from time to time such other information regarding the financial position, assets or business of the Borrower or any other XOMA Party the Company or its compliance with any Transaction Loan Document to which it is a party or the business of Borrower or the Company as the Lender may from time to time reasonably request. (e) For each quarter ending after the Closing Date, Borrower shall, promptly following receipt thereof under Section 6.6(b) of the License Agreement, deliver or cause to be delivered to the Lender a true copy of the “Quarterly Activity Report” and the “Sublicense Revenue Report” (each as defined in Section 6.6(b) of the License Agreement) for such quarter, together with a certificate of a Senior Officer of Borrower, certifying that to the Knowledge of Borrower such Quarterly Activity Report is a true, correct and accurate copy of the Quarterly Activity Report as provided to the Borrower by the Licensee, and such additional information as is requested by the Lender, constituting in the aggregate the Quarterly Report hereunder. Following receipt of any such Quarterly Report, the Lender shall have the right to require a meeting in person or by phone with management of the Borrower and the Company to discuss matters related to the License Agreement. The Lender and the Borrower each shall be entitled to exercise the audit rights under Section 6.6(f) of the License Agreement (subject to all restrictions and limitations thereon contained in the License Agreement). The party exercising such rights shall pay the costs of the respective audit and shall be entitled to any reimbursement of the costs thereof by the Licensee as provided under Section 6(f)(ii) of the License Agreement. Any additional payments of the Royalty Interest due from the Licensee, together with interest thereon as provided under the License Agreement, shall be paid by the Licensee to the Blocked Account, and any refund due to the Licensee from any overpayment in respect of the Royalty Interest determined in any such audit shall be paid by the Borrower in accordance with the License Agreement. The Borrower and the Lender will each provide reasonable prior written notice of its intent to exercise such audit rights and will reasonably cooperate in the exercise of such audit rights in order to avoid unnecessary limitations on the timing, scope and conduct of such audits within the parameters specified in the License Agreement. (f) The Lender and its Representatives shall have the right, from time to time, not more than once per calendar year, during normal business hours and upon at least ten (10) Business Days’ prior written notice to Borrower (provided that, after the occurrence and during the continuance of a Default or Event of Default, Lender shall have the right, as often, at such times and with such prior notice, as Lender determines in its reasonable discretion), to visit the offices and properties of Borrower and the Company where books and records relating or pertaining to the Royalty Interest and the Collateral are kept and maintained, to inspect and make extracts from and copies of such books and records, to discuss, with officers of Borrower and the Company, the business, operations, properties and financial and other condition of Borrower and the Company, to discuss the License Agreement and to verify compliance with the provisions of the Loan Documents regarding receipt and application of the Royalty Interest. (g) [RESERVED] (h) [RESERVED] (i) All written information supplied by or on behalf of Borrower to the Lender pursuant to this Section 8.03 shall be accurate and complete in all material respects as of its date or the date so supplied, and, in the case of written information supplied pursuant to Sections 8.03(a) and 8.03(b), none of such information shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not materially misleading in light of the circumstances under which made, as of its date or the date filed by or on behalf of the Company with the SEC or if not so filed so delivered to the Lender. For the avoidance of doubt, the Borrower makes no representations or warranties regarding the accuracy or completeness of any information it receives from a Third Party that it is required to furnish to the Lender pursuant to this Section 8.03, unless to the actual Knowledge of the Borrower or the Company such information is inaccurate or incomplete, in which case the Borrower or the Company shall specify such inaccuracy or incompleteness.

Financial Statements and Information. (a) In the event that any such information need not to be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the thirtieth day after the close of each quarter of each fiscal year, the unaudited consolidated balance sheet of XOMA as at the close of such quarter and unaudited consolidated statement of operations and cash flows of XOMA for such quarter, duly certified by the chief financial officer of XOMA as having been prepared in accordance with GAAP. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMA, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAP. (b) In the event that any such information need not be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the forty-fifth [***] day after the close of each fiscal quarter of each fiscal year: (i) the consolidated balance sheet and related statements of income, XOMA’s audited stockholders’ equity and cash flows showing the financial statements condition of Borrower and its Subsidiaries as at of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year; and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (ii) comparative figures for the same periods in the immediately preceding fiscal year; in each case certified by the Principal Financial Officer of Borrower as fairly presenting in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied as of the date thereof, subject to year-end audit adjustments and the absence of footnotes. (b) Borrower shall furnish to Lender, for the fiscal year ending September 30, 2013, on or before the [***] day after the close of such fiscal year, including for the fiscal year ending September 30, 2014, on or before the [***] day after the close of such fiscal year, and for each fiscal year thereafter, on or before the [***] day after the close of each such fiscal year: (i) the consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of Borrower and its Subsidiaries as at of the end close of such fiscal year and consolidated statement the results of its operations and cash flows the operations of XOMA such Subsidiaries during such year; and (ii) comparative figures for such the immediately preceding fiscal year, ; in each case audited by Auditor and accompanied by an opinion of Auditor (which opinion shall be without a “going concern” or other qualification or exception and without any qualification or exception as to the report thereon scope of independent registered public accountant such audit, other than a qualification based solely on the occurrence of nationally recognized standing. Concurrently with a Maturity Date within one (1) year after the delivery or filing date on which such opinion is delivered) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries as of the documents described date thereof on a consolidated basis in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMA, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance accordance with Section 10.08 on the date of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPGAAP consistently applied. (c) The Borrower shall deliver to Lender, concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate duly executed by the Principal Financial Officer, dated as of the date of such delivery, substantially in the form attached as Exhibit N hereto, together with the attachments specified therein, and certifying as to the following items: (i) All financial statements delivered to Lender as of the date of the certificate are complete and accurate in all material respects. (ii) No event shall have occurred and be continuing that (A) constitutes a Default or an Event of Default or (B) constitutes or would reasonably be expected to constitute a Material Adverse Effect, in each case as of the date of the certificate; provided that, if such an event has occurred and is continuing, the certificate shall specify the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (iii) If any representation or warranty made or deemed made by Borrower in any of the Loan Documents or in any certificate delivered to Lender pursuant hereto shall prove to be untrue, inaccurate or incomplete in any material respect at or as of the date made or deemed made, the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto. (d) Borrower shall, promptly after the end of each fiscal quarter of Borrower (but in no event later than [***] days following the end of such quarter), produce and deliver to Lender a Quarterly Report for such fiscal quarter, together with a certificate of a Senior Officer, certifying that, to the Knowledge of Borrower, such Quarterly Report is true, correct and accurate in all material respects. (e) Borrower shall furnish to Lender, [***] Business Days following the date such materials are approved by Borrower’s board of directors a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget), and, promptly when available, any significant revisions of such materials. (f) Borrower shall, promptly upon delivery or receipt thereof, forward or cause to be forwarded to the Lender copies of all notices, reports, updates and other information regarding the License Agreements, the Payment Rights and the Raptiva Rights Material Contracts sent to or received from the ObligorsContract Parties which would reasonably be expected to have a Material Adverse Effect. (dg) The Borrower shall furnish or cause to be furnished to the Lender from time to time such other information regarding (i) the financial position, assets or business of the Borrower or any other XOMA Party or of its Subsidiaries, (ii) its compliance with any Transaction Loan Document to which it is a party party, or (iii) the business of Borrower as presently conducted or as contemplated by the Initial Forecast, in each case as Lender may from time to time reasonably request. (h) Lender and its agents or advisors (in each case, who have signed in a non-disclosure agreement in form and substance satisfactory to Borrower, but in all cases excluding any Excluded Persons) shall have the right, from time to time, at reasonable times during normal business hours on reasonable prior notice, to visit the offices and properties of Borrower and its Subsidiaries where books and records relating or pertaining to the Included Product Payments, Included License Agreements and the other Collateral are kept and maintained, to inspect and make copies of such books and records, to discuss, with officers of Borrower and its Subsidiaries, the business, operations, properties and financial condition of Borrower and its Subsidiaries, and to verify the accuracy of the Quarterly Reports and matters relating to the Revenue Participation; provided, however, that, unless an Event of Default has occurred and is continuing, Lender shall make no more than [***] such visits in any twelve (12) month period. In all cases, the Borrower Parties shall reimburse the reasonable documented out-of-pocket fees and expenses incurred by Lender and its agents and advisors in connection with such inspection; provided that, unless an Event of Default has occurred and is continuing, the Borrower Parties shall only be required to reimburse Lender and its agents and advisors for [***] such visits and/or inspections in any fiscal year. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (i) Borrower shall deliver to Lender such information and data relating or pertaining to the Included Product Payments, Included License Agreements and the Collateral, including copies of internally generated projections, forecasts, sales reports, marketing plans, and other information related to the Included Products, as Lender shall reasonably request, promptly upon such request. (j) Borrower shall, upon at least [***] Business Days’ prior notice from Lender, (i) cause such of the executive officers, vice presidents, senior directors, directors and any other persons, regardless of title, as shall be identified in such notice by Lender in Lender’s reasonable discretion, and, (ii) if reasonably requested by Lender in such notice, request Auditor (it being understood that any refusal by Auditor to participate shall not be a breach of this clause (j)), to meet, or, at Lender’s option, to participate in a conference call with, Lender for the purpose of discussing the business, operations, properties and financial and other condition of Borrower and its Subsidiaries; provided that Borrower shall not be required to convene more than [***] such meeting per fiscal quarter.

Financial Statements and Information. (a) In the event that any such information need not to be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the thirtieth forty-fifth day after the close of each quarter of each fiscal year, the unaudited consolidated balance sheet of XOMA Borrower as at the close of such quarter and unaudited consolidated statement of operations and comprehensive loss and cash flows of XOMA Borrower for such quarter, duly certified by the chief financial officer of XOMA Borrower as having been prepared in accordance with GAAP. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMABorrower, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPDefault. (b) In the event that any such information need not be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the forty-fifth sixtieth day after the close of each fiscal year, XOMABorrower’s audited financial statements as at the close of such fiscal year, including the consolidated balance sheet as at the end of such fiscal year and consolidated statement of operations and cash flows of XOMA Borrower for such fiscal year, in each case accompanied by the report thereon of independent registered public accountant of nationally recognized standing. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMABorrower, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPDefault. (c) The Borrower shall, promptly upon receipt thereof, forward or cause to be forwarded to the Lender copies of all notices, reports, updates and other information regarding the License Agreements, the Payment Rights Agreements and the Raptiva Rights Included Receipts received from the ObligorsContract Parties which could reasonably be expected to have a Material Adverse Effect. (d) The Borrower shall furnish or cause to be furnished to the Lender from time to time such other information regarding the financial position, assets or business of the Borrower or any other XOMA Party Subsidiary or its compliance with any Transaction Document to which it is a party or the LFRP as the Lender may from time to time reasonably request. (e) Borrower shall, promptly after the end of each fiscal quarter of Borrower (but in no event later than [****] days following the end of such quarter), produce and deliver to the Lender a Quarterly Report and Business Report for such quarter, together with a certificate of a senior officer of Borrower, certifying that to the Knowledge of Borrower that such Quarterly Report and Business Report are true, correct and accurate in all material respects. Following receipt of any Business Report, the Lenders shall have the right to require a meeting in person or by phone with management of Borrower to discuss matters related to the LFRP. With each Quarterly Report, Borrower shall provide a copy to the Lenders of each new executed License Agreement, In License and a copy of any amendment or other action (and notification of any action not in writing) as described in Section 9.16.

Financial Statements and Information. (a) In the event that any such information need not to be filed with the Securities and Exchange Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the thirtieth forty-fifth (45th) day after the close of each quarter of each fiscal year, the unaudited consolidated balance sheet of XOMA the Company as at the close of such quarter and unaudited consolidated statement of operations and comprehensive loss and cash flows of XOMA the Company for such quarter, duly certified by the chief financial officer of XOMA the Company as having been prepared in accordance with GAAP. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMAthe Company, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Default, Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPor Prepayment Trigger. (b) In the event that any such information need not be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the forty-fifth 135th day after the close of each fiscal year, XOMAthe Company’s audited financial statements as at the close of such fiscal year, including the consolidated balance sheet as at the end of such fiscal year and consolidated [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. statement of operations and cash flows of XOMA the Company for such fiscal year, in each case accompanied by the report thereon of independent registered public accountant of nationally recognized standingstanding reasonably satisfactory to the Lender. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMAthe Company, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Default, Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPor Prepayment Trigger. (c) The Borrower shall, promptly upon receipt thereof, forward or cause to be forwarded to the Lender copies of all noticesNotices, reports, updates and other data or information regarding (i) pertaining to the License Agreements, the Payment Rights Included Product Payments and the Raptiva Rights other Collateral (ii) received from the ObligorsLicensee or any Third Party which relate to events or circumstances that could reasonably be expected to have a Material Adverse Effect, or that relates to Marketing Authorizations or the FDA Approval, or (iii) received from any Person that relate to the Intellectual Property and that could reasonably be expected to have a Material Adverse Effect, or that the Lender reasonably requests. (d) The For each quarter ending after the Closing Date, Borrower shall furnish shall, within three (3) Business Days following receipt thereof, deliver or cause to be furnished delivered to the Lender a true copy of the Quarterly Report for such quarter, together with a certificate of a Senior Officer of Borrower, certifying that to the Knowledge of Borrower such Quarterly Activity Report is a true, correct and accurate copy of the Quarterly Activity Report as provided to Borrower by the Licensee, and such additional information as is reasonably requested by the Lender. Lender and Borrower each shall be entitled to exercise the audit rights under Section 6.6 of the License Agreement (subject to all restrictions and limitations thereon contained in the License Agreement). The party exercising such rights shall pay the costs of the respective audit and shall be entitled to any reimbursement of the costs thereof by the Licensee as provided under Section 6.6(a) of the License Agreement. Any additional payments of the Royalty Interest due from the Licensee, together with interest thereon as provided under the License Agreement, shall be paid by the Licensee to the Disbursement Account, and any refund due to the Licensee from any overpayment in respect of the Royalty Interest determined in any such audit shall be paid by Borrower in accordance with the License Agreement. Borrower and Lender will each provide reasonable prior written notice of its intent to exercise such audit rights and will reasonably cooperate in the exercise of such audit rights in order to avoid unnecessary limitations on the timing, scope and conduct of such audits within the parameters specified in the License Agreement. (e) Lender and its Representatives shall have the right, from time to time time, not more than once per calendar quarter, during normal business hours and upon at least ten (10) Business Days’ prior written notice to Borrower (provided that, after the occurrence and during the continuance of a Default or Event of Default, Lender shall have the right, as often, at such times and with such prior notice, as Lender determines in its reasonable discretion), to visit the offices and properties of Borrower and Company where books and records relating or pertaining to the Included Product Payments and the Collateral are kept and maintained (or, at Lender’s option, to conduct a meeting by telecommunications), to discuss, with officers of Borrower and the Company, the business, operations, properties and financial and other information regarding condition of Borrower and the financial positionCompany, assets or to discuss the License Agreement and the Licensed Product, to discuss regulatory activities with respect to ADS-5102, to discuss the Quarterly Report, to discuss [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. business development and Commercialization efforts relating to ADS-5102, to verify compliance with the provisions of the Loan Documents regarding receipt and application of the Included Product Payments and, upon physical visits, to inspect and make extracts from and copies of the books and records of Borrower and Company relating or pertaining to the Included Product Payments and the Collateral. (f) On a quarterly basis, within three (3) Business Days after the filing of its quarterly or annual report required to be filed with the SEC pursuant to Section 13 or 15(d) (but in no event later than the Interest Payment Date following such quarter), but in any event not later than the date required pursuant to Sections 8.03(a) and (b), respectively, Borrower shall deliver or cause to be delivered to the Lender a written report in form reasonably satisfactory to the Lender setting forth (i) the amount of gross sales of ADS-5102 in each country in the Territory for the Calendar Quarter in which Quarterly Payment Amounts occurred during the applicable Calendar Quarter, itemized reasonably detailed calculation of Net Sales in the U.S. in such Calendar Quarter, and a calculation of the amount of the Revenue Interests in respect of the applicable Calendar Quarter, showing the Applicable Percentage applied thereto, and (ii) the amount of payments in respect of the Royalty Interests received during the Calendar Quarter. For three (3) years after each sale of ADS-5102 made by Borrower or any of its Affiliates, Borrower shall keep (and shall ensure that its Affiliates shall keep) complete and accurate records of such sale in sufficient detail to confirm the accuracy of the applicable Revenue Interests payable in respect thereof. Borrower shall include in each contract of Borrower related to the Commercialization of ADS-5102 entered into on or after the Closing Date, an acknowledgement and consent to the obligations of Borrower pursuant to this Section 8.03(f) and provide that the counterparty to such contract shall furnish to Borrower all information necessary for Borrower to comply with this Section 8.03(f) and calculate the Revenue Interests that are payable as set forth in this Agreement. (g) All written information supplied by or on behalf of Borrower to the Lender pursuant to this Section 8.03 (other XOMA than Sections 8.03(a) and 8.03(b)) shall be accurate and complete in all material respects as of its date or the date so supplied and the financial statements provided pursuant to Sections 8.03(a) and 8.03(b) fairly present in all material respects the financial positions and results of operations as of the dates indicated therein. For the avoidance of doubt, Borrower makes no representations or warranties regarding the accuracy or completeness of any information it receives from a Third Party or its compliance with any Transaction Document to which that it is a party as required to furnish to the Lender may from time pursuant to time reasonably requestthis Section 8.03, unless to the actual Knowledge of Borrower or the Company such information is inaccurate or incomplete, in which case Borrower or the Company shall specify such inaccuracy or incompleteness. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Financial Statements and Information. (a) In the event that any such information need not to be filed with the Securities and Exchange Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the thirtieth forty-fifth (45th) day after the close of each quarter of the first three quarters of each fiscal year, the unaudited consolidated balance sheet of XOMA Parent as at the close of such quarter and unaudited consolidated statement of operations and comprehensive loss and cash flows of XOMA Parent for such quarter, duly certified by the chief principal financial officer of XOMA Parent as having been prepared in accordance with GAAP. In the event that such quarterly financial statement is required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, Borrower shall furnish such statement to Lender concurrently with such filing (which requirement may be satisfied by Borrower sending Lender a hyperlink to the XXXXX website where such information is available). Concurrently with the delivery or filing of the documents statements described in the preceding sentencetwo sentences, the Borrower shall furnish to the Lender a certificate of the chief principal financial officer, chief accounting officer or treasurer of XOMAParent, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Default, Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPor Prepayment Trigger. (b) In the event that any such information need not be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the fortyseventy-fifth (75th) day after the close of each fiscal yearyear (or later if Parent has received an extension in accordance with Rule 12b-25(b) of the Exchange Act), XOMAParent’s audited financial statements as at the close of such fiscal year, including the consolidated balance sheet as at the end of such fiscal year and consolidated statement of operations and cash flows of XOMA Parent for such fiscal year, in each case accompanied by the report thereon of independent registered public accountant of nationally ACTIVE/105942580.15 recognized standingstanding reasonably satisfactory to Lender (which requirement may be satisfied by Borrower sending Lender a hyperlink to the XXXXX website where such information is available). Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief principal financial officer, chief accounting officer or treasurer of XOMAParent, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Default, Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPor Prepayment Trigger. (c) The Borrower shall, shall promptly upon receipt thereof, (and in any event within five (5) Business Days) forward or cause to be forwarded to the Lender copies of all noticesNotices, reports, updates and other information regarding data or information, whether received by Borrower or Parent or delivered by Borrower or Parent to a Third Party, (i) pertaining to the License AgreementsCollateral or, solely to the extent received prior to the Fixed Return Recoupment Time, the Payment Rights Purchased Revenue Interest, (ii) relating to events or circumstances that could reasonably be expected to have a Material Adverse Effect, or (iii) relating to the Intellectual Property and the Raptiva Rights received from the Obligorsthat could reasonably be expected to have a Material Adverse Effect, or that Lender reasonably requests. (d) The For each Calendar Quarter ending after the Closing Date, Borrower shall furnish shall, within five (5) Business Days following receipt thereof, deliver or cause to be furnished delivered to Lender a true copy of the Royalty Report for such Calendar Quarter, together with a certificate of a Senior Officer of Borrower, certifying that to the Knowledge of Borrower such Royalty Report is a true, correct and accurate copy of the Royalty Report as provided to Borrower by the Licensee, and such additional information as is reasonably requested by Lender. (e) For each Calendar Quarter ending after the Closing Date and prior to the Fixed Return Recoupment Time, Borrower shall, prior to Cut-Off Date immediately following the last day of such Calendar Quarter, deliver a Quarterly Report in respect of such Calendar Quarter to Lender, together with a certificate of a Senior Officer of Borrower, certifying that to the Knowledge of Borrower such Quarterly Report is true, correct and accurate, and such additional information as is reasonably requested by Lender. (f) Borrower shall, at such times as requested by Lender exercise the audit rights under Section 9.6 of the License Agreement (subject to all restrictions and limitations thereon contained in the License Agreement) and shall consult with Lender regarding the timing, manner and conduct of any such audit. Borrower shall not be entitled to exercise the audit rights under Section 9.6 of the License Agreement (other than audits in respect of payments due under Section 9.3 of the License Agreement) without the prior written consent of Lender (not to be unreasonably withheld), and, if such consent is granted, Borrower shall consult with Lender regarding the timing, manner and conduct of any such audit. The party exercising such rights shall pay the costs of the respective audit and shall be entitled to any reimbursement of the costs thereof by the Licensee as provided under Section 9.6(b) of the License Agreement. Any additional payments of the Royalty Interest due from the Licensee, together with interest thereon as provided under the License Agreement, shall be paid by the Licensee to the Collection Account, and any refund due to the Licensee from any overpayment in respect of the Royalty Interest determined in any such audit shall be paid by Borrower in accordance with the License Agreement. Borrower and Lender will each provide reasonable prior written notice of its intent to exercise such audit rights and will reasonably cooperate in the exercise of such audit rights in ACTIVE/105942580.15 order to avoid unnecessary limitations on the timing, scope and conduct of such audits within the parameters specified in the License Agreement. (g) Upon Lender’s request at any time prior to the Fixed Return Recoupment Time, Borrower shall exercise any rights it may have under the Revenue Interest Purchase Agreement to cause an inspection and/or audit by an independent public accounting firm to be made of the books and records of Parent pursuant to Section 4.01 thereof and shall promptly provide to Lender a true, correct and complete copy of the report(s) of such independent public accounting firm related to such inspection and/or audit. (h) Lender and its Representatives shall have the right, from time to time time, not more than once per fiscal year, during normal business hours and upon at least ten (10) Business Days’ prior written notice to Borrower and Parent (provided that, after the occurrence and during the continuance of an Event of Default, Lender shall have the right, as often, at such other information regarding times and with such prior notice, as Lender determines in its reasonable discretion), (i) to visit the financial positionoffices and properties of Borrower and Parent where books and records relating or pertaining to the Collateral (including the Licensed Product) and the Tufts License Agreement and, assets or business prior to the Fixed Return Recoupment Time, the Revenue Interest Product, any Out-Licenses, and Revenue Interest Net Sales of the Revenue Interest Product are kept and maintained (or, at Lender’s option, to conduct a meeting by telecommunications) to discuss, with senior officers of Borrower or and Parent, (A) the business, operations, properties and financial and other condition of Borrower and Parent, (B) the Collateral (including the Licensed Product) and the Tufts License Agreement, (C) at any other XOMA Party or its time prior to the Fixed Return Recoupment Time, the Revenue Interest Product, any Out-Licenses and Revenue Interest Net Sales of the Revenue Interest Product and (D) in each case, any topics related thereto, (ii) to verify compliance with the provisions of the Loan Documents regarding receipt, calculation and application of the Collection Amount and (iii) upon physical visits, to inspect and make extracts from and copies of the books and records of Borrower and Parent relating or pertaining to (A) the Collateral (including the Licensed Product) and the Tufts License Agreement, (B) at any Transaction Document time prior to which it is a party as the Fixed Return Recoupment Time, the Revenue Interest Product, any Out-Licenses and Revenue Interest Net Sales of the Revenue Interest Product and (C) in each case, any topics related thereto. (i) Lender may and its Representatives shall have the right, from time to time, not more than once per Calendar Quarter, during normal business hours and upon at least ten (10) Business Days’ prior written notice to Borrower and Parent, to hold an in-person meeting with Borrower and Parent (or, at Lender’s option, to conduct a meeting by telecommunications) to discuss, with senior officers of Borrower and Parent, (A) the business, operations, properties and financial and other condition of Borrower and Parent, (B) the Collateral (including the Licensed Product) and the Tufts License Agreement, (C) at any time reasonably requestprior to the Fixed Return Recoupment Time, the Revenue Interest Product, any Out-Licenses and Revenue Interest Net Sales of the Revenue Interest Product and (D) in each case, any topics related thereto. (j) All written information supplied by or on behalf of Borrower to Lender pursuant to this Section 8.03 (other than Sections 8.03(a) and 8.03(b)) shall be accurate and complete in all material respects as of its date or the date so supplied and the financial statements provided pursuant to Sections 8.03(a) and 8.03(b) fairly present in all material respects the financial positions and results of operations as of the dates indicated therein. For the avoidance ACTIVE/105942580.15 of doubt, Borrower makes no representations or warranties regarding the accuracy or completeness of any information it receives from a Third Party that it is required to furnish to Lender pursuant to this Section 8.03, unless to the Knowledge of Borrower or Parent such information is inaccurate or incomplete, in which case Borrower or Parent shall specify such inaccuracy or incompleteness.

Financial Statements and Information. (a) In the event that any such information need not to be filed with the Securities and Exchange Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the thirtieth forty-fifth (45th) day after the close of each quarter of the first three quarters of each fiscal year, the unaudited consolidated balance sheet of XOMA the Company as at the close of such quarter and unaudited consolidated statement of operations and comprehensive loss and cash flows of XOMA the Company for such quarter, duly certified by the chief financial officer of XOMA the Company as having been prepared in accordance with GAAP. In the event that such quarterly financial statement is required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, Borrower shall furnish such statement to Lender concurrently with such filing (which requirement may be satisfied by Borrower sending Lender a hyperlink to the EXXXX website where such information is available). Concurrently with the delivery or filing of the documents statements described in the preceding sentencetwo sentences, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMAthe Company, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Default, Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPor Prepayment Trigger. (b) In the event that any such information need not be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the forty-fifth 135th day after the close of each fiscal year, XOMAthe Company’s audited financial statements as at the close of such fiscal year, including the consolidated balance sheet as at the end of such fiscal year and consolidated statement of operations and cash flows of XOMA the Company for such fiscal year, in each case accompanied by the report thereon of independent registered public accountant of nationally recognized standingstanding reasonably satisfactory to Lender. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMAthe Company, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Default, Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPor Prepayment Trigger. (c) The Borrower shall, promptly upon receipt thereof, forward or cause to be forwarded to the Lender copies of all noticesNotices, reports, updates and other data or information regarding (i) pertaining to the License Agreements, the Payment Rights Included Royalty Interest and the Raptiva Rights other Collateral (ii) received from the ObligorsLicensee or any Third Party which relate to events or circumstances that could reasonably be expected to have a Material Adverse Effect, or (iii) received from any Person that relate to the Intellectual Property and that could reasonably be expected to have a Material Adverse Effect, or that Lender reasonably requests. (d) The For each quarter ending after the Closing Date, Borrower shall furnish shall, within five (5) Business Days following receipt thereof, deliver or cause to be furnished delivered to Lender a true copy of the Quarterly Report for such quarter, together with a certificate of a Senior Officer of Borrower, certifying that to the Lender from time to time Knowledge of Borrower such other information regarding the financial positionQuarterly Report is a true, assets or business correct and accurate copy of the Quarterly Report as provided to Borrower or any other XOMA Party or its compliance with any Transaction Document to which it by the Licensee, and such additional information as is a party as the reasonably requested by Lender. Lender may from time to time reasonably request.and Borrower each shall be

Financial Statements and Information. (a) In the event that any such information need not to be filed with the Securities and Exchange Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower Stereotaxis shall furnish to the Lender, on or before the thirtieth forty-fifth day after the close of each quarter of each fiscal year, the unaudited consolidated balance sheet of XOMA Stereotaxis as at the close end of such quarter and the unaudited consolidated statement of operations and comprehensive loss and cash flows of XOMA Stereotaxis for such quarter, duly certified by the chief financial officer of XOMA Stereotaxis as having been prepared in accordance with GAAP. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower Stereotaxis shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMAStereotaxis, which certificate shall (A) include a statement that such officer has Borrowers have no knowledgeKnowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPDefault. (b) In the event that any such information need not be filed with the Securities and Exchange Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower Stereotaxis shall furnish to the Lender, on or before the forty-fifth ninetieth day after the close of each fiscal year, XOMA’s Stereotaxis’ audited financial statements as at the close of such fiscal year, including the consolidated balance sheet of Stereotaxis as at the end of such fiscal year and consolidated statement of operations and cash flows of XOMA Stereotaxis for such fiscal year, in each case accompanied by the report thereon of independent registered public accountant of nationally recognized standing. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower Stereotaxis shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMAStereotaxis, which certificate shall (A) include a statement that such officer has Borrowers have no knowledgeKnowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPDefault. (c) The Borrower shall, promptly upon receipt thereof, forward or cause to be forwarded to the Lender copies of all notices, reports, updates and other information regarding the License Agreements, the Payment Rights and the Raptiva Rights received from the Obligors. (d) The Borrower Borrowers shall furnish or cause to be furnished to the Lender from time to time such other information regarding the financial position, assets or business of the Borrower Borrowers or any other XOMA Party Subsidiary or its their compliance with any Transaction Document to which it is a party or the Biosense Arrangement as the Lender may from time to time reasonably request. (d) Borrowers shall, promptly after the end of each fiscal quarter of Borrowers (but in no event later than forty-five (45) days following the end of such quarter), produce and deliver to the Lender a Biosense Report for such quarter, together with a certificate of a senior officer of Borrower, certifying that to the Knowledge of Borrowers that such Biosense Report is true, correct and accurate in all material respects. Following receipt of any Biosense Report, the Lender shall have the right to require a meeting in person or by phone with management of Stereotaxis to discuss matters related to the Biosense Arrangement. (e) Borrowers shall furnish, within 60 days after the beginning of each fiscal year, a proposed budget for Borrowers in form reasonably satisfactory to the Lender, but to include balance sheets, statements of income and sources and uses of cash, for each month of such fiscal year prepared in detail with appropriate presentation and discussion of the principal assumptions upon which budget is based, accompanied by the statement of a chief financial officer of Stereotaxis to the effect that the budget of Borrowers is a reasonable estimate for the periods covered thereby and, promptly when available, any significant revisions of such budget.

Financial Statements and Information. (a) In the event that any such information need is not required to be filed with the Securities and Exchange Commission SEC pursuant to Section 13 or 15(d) of the Exchange ActAct or for any reason has not been so filed, the Borrower shall furnish to the Lender, on or before the thirtieth forty-fifth (45th) day after the close last day of each quarter of the first three quarters of each fiscal year, the unaudited consolidated balance sheet of XOMA Borrower and its Subsidiaries as at the close of such quarter and unaudited consolidated statement of operations and comprehensive income (loss) and cash flows of XOMA Borrower and its Subsidiaries for such quarter, duly certified by the chief financial officer of XOMA Borrower as having been prepared in accordance with GAAPGAAP (subject to year-end adjustments and the absence of footnotes). [*****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) In the event that any such information is not required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or for any reason has not been so filed, Borrower shall furnish to the Lender, on or before the ninetieth (90th) day after the last day of each fiscal year, the audited consolidated balance sheet of Borrower and its Subsidiaries as at the last day of such fiscal year and audited consolidated statement of operations and comprehensive income (loss) and cash flows of Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the report thereon of the Borrower’s independent registered public accounting firm of nationally or regionally recognized standing (it being understood that Xxxx Xxxxxx Xxxxx, Inc. is acceptable to the Lender). (c) Concurrently with the delivery or filing of the documents financial statements described in the preceding sentenceclauses (a) and (b), the Borrower shall furnish to the Lender a compliance certificate in the form of Exhibit J of the chief financial officer, chief accounting officer or treasurer of XOMABorrower and its Subsidiaries, which certificate shall (A) include a statement that such officer has no knowledgeKnowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such balance sheet. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAPDefault. (bd) In the event that any such information need not be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Borrower shall furnish to the Lender, on or before the forty-fifth day after the close of each fiscal year, XOMA’s audited financial statements as at the close of such fiscal year, including the consolidated balance sheet as at the end of such fiscal year and consolidated statement of operations and cash flows of XOMA for such fiscal year, in each case accompanied by the report thereon of independent registered public accountant of nationally recognized standing. Concurrently with the delivery or filing of the documents described in the preceding sentence, the Borrower shall furnish to the Lender a certificate of the chief financial officer, chief accounting officer or treasurer of XOMA, which certificate shall (A) include a statement that such officer has no knowledge, except as specifically stated, of any condition, event or act which constitutes a Default or Event of Default and (B) set forth in reasonable detail the calculations necessary to demonstrate compliance with Section 10.08 on the date of such financial statements. In the event that generally accepted accounting principles used in the preparation of such financial statements described in the first sentence above shall differ from GAAP, XOMA shall also provide, if necessary for the determination of compliance with Section 10.08, a statement of reconciliation conforming such financial statements to GAAP. (c) The Borrower shall, promptly upon receipt thereof, forward or cause to be forwarded to the Lender copies of all notices, reports, updates and other information regarding the License Agreements, the Payment Rights and the Raptiva Rights Material Contracts received from the ObligorsContract Parties which could reasonably be expected to have a Material Adverse Effect. (de) The Borrower shall furnish or cause to be furnished to the Lender from time to time such other information regarding the financial position, assets or business of the Borrower or any other XOMA Party Subsidiary or its compliance with any Transaction Loan Document to which it is a party or the business of the Borrower and its Subsidiaries as presently conducted as the Lender may from time to time reasonably request. (f) Borrower shall, promptly after the end of each fiscal quarter of Borrower and its Subsidiaries (but in no event later than [*****] days following the end of such quarter), produce and deliver to the Lender a Quarterly Report for such quarter, together with a certificate of a senior officer of Borrower, certifying that to the Knowledge of Borrower that such Quarterly Report is true, correct and accurate in all material respects. (g) The Lender and its Representatives shall have the right, from time to time but, except during the continuance of a Default or Event of Default, no more than once per quarter, during normal business hours and upon at least ten (10) Business Days’ prior written notice to the Borrower, to visit the offices and properties of the Borrower and its Subsidiaries where books and records relating or pertaining to the Included Product Payments and the Collateral are kept and maintained, to inspect and make extracts from and copies of such books and records, to discuss, with officers of the Borrower and its Subsidiaries, the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries and to verify the accuracy of the Quarterly Reports and the Variable Interest. In the event any inspection of such books and [*****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. records reveals any underpayment of any Variable Interest in respect of any quarterly period, the Borrower Parties shall pay promptly (but in any event within [*****] Business Days thereafter) to the Lender the amount of such underpayment. In all cases, the Borrower Parties shall reimburse the reasonable out-of-pocket fees and expenses incurred by the Lender and its Affiliates in connection with such inspection. In the event any inspection of such books and records reveals any overpayment of any Variable Interest in respect of any quarterly period, the Borrower Parties shall be entitled to offset the amount of such overpayment against the Variable Interest due in the next quarterly period or periods until such amount is fully offset. (h) Borrower shall deliver to Lender such information and data relating or pertaining to the Included Product Payments and the Collateral in Borrower’s possession or control, including, without limitation, copies of internally generated marketing plans and information related to the Included Products, as Lender shall reasonably request, promptly upon such request. (i) The Borrower shall, upon at least ten (10) Business Days’ prior written notice from the Lender, (i) cause such of the executive officers, vice presidents, senior directors and directors of Borrower as shall be identified by the Lender in such notice, and, (ii) if requested by the Lender in such notice, request the Borrower’s auditors, in each such case, to meet, or, at the Lender’s option, to participate in a conference call with, the Lender for the purpose of discussing the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries; provided that in the case of (i) and (ii) above, (a) absent an Event of Default, such request shall not be made more than once per quarter and (b) a representative of Borrower (chosen by Borrower) shall be permitted to be present for such meetings and discussions. (j) All written information supplied by or on behalf of Borrower or any of its Subsidiaries to the Lender pursuant to this Section 8.04 shall be accurate and complete in all material respects as of its date or the date so supplied, and, in the case of written information supplied pursuant to Sections 8.04(a) and 8.04(b), none of such information shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not materially misleading in light of the circumstances under which made, as of its date or the date filed with the SEC or if not so filed so delivered to the Lender. (k) The Borrower shall deliver to the Lender, promptly from time to time, but without duplication, any notices, reports or certificates delivered pursuant to the Convertible Indebtedness Documents.