Common use of Form of Compliance Certificate Clause in Contracts

Form of Compliance Certificate. Please refer to the Credit Agreement dated as of July __, 2012 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among the undersigned (“Borrower”), the other Loan Parties named therein, PDL BIOPHARMA INC., as the Lender, and PDL BIOPHARMA INC., as Agent. This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to Agent and the Lender pursuant to the terms of the Credit Agreement. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. [Enclosed herewith is a copy of the [annual audited/quarterly] report of Borrower as at ________________ (the “Computation Date”), which report fairly presents in all material respects the financial condition and results of operations [(subject to the absence of footnotes and to normal year-end adjustments)] of Borrower as of the Computation Date and has been prepared in accordance with IFRS consistently applied.] Borrower hereby certifies and warrants that the computations set forth on the schedule attached hereto correspond to the ratios and/or financial restrictions contained in the Credit Agreement and such computations are true and correct as at the [Computation Date]. Borrower further certifies that no Event of Default or Default has occurred and is continuing. Borrower has caused this Certificate to be executed and delivered by its officer thereunto duly authorized on _____________. MERUS LABS INTERNATIONAL INC. By: Title: ___________________________________ Schedule to Compliance Certificate1 Dated as of _________________

Form of Compliance Certificate. Please refer to the Credit Agreement dated as of July __August 8, 2012 2013 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among the undersigned (“Borrower”), the other Loan Parties named therein, PDL BIOPHARMA INC.lenders party thereto from time to time, as the LenderLenders, and PDL BIOPHARMA INC.SWK Funding LLC, as administrative agent (“Agent”). This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to Agent and the Lender pursuant to the terms of the Credit Agreement. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. [Enclosed herewith is a copy of the [annual audited/quarterly] report of Borrower financial statements required under the Credit Agreement as at and for the period ending [________________ _] (the “Computation Date”), which report financial statements fairly presents present in all material respects the financial condition and results of operations [of the Persons covered by such financial statements as of the Computation Date and for the period then ended and have been prepared in accordance with GAAP consistently applied (subject to the absence of footnotes and to normal year-end adjustments)] of Borrower as of the Computation Date and has been prepared in accordance with IFRS consistently applied.] . Borrower hereby certifies and warrants that the computations set forth on the schedule attached hereto correspond to the ratios and/or financial restrictions contained in computations required by Sections 7.13.1 and 7.13.2 of the Credit Agreement and such computations are true and correct as at the [Computation Date]. Borrower further certifies that no Event of Default or Default has occurred and is continuingcontinuing [except as set forth on Annex I hereto, which Annex describes such Event of Default or Default and the steps, if any, being taken to cure it]. Borrower has caused this Certificate to be executed and delivered by its officer officers thereunto duly authorized on _____________. MERUS LABS INTERNATIONAL INC. By: Title: ___________________________________ Schedule to [Tribute] Form of Compliance Certificate1 Certificate (Exhibit B) Dated as of _________________1

Form of Compliance Certificate. Please refer to the Credit Agreement dated as of July __, 2012 _________ (as amended, supplemented, restated or otherwise modified from time to time, the “"Credit Agreement”") among the undersigned (“Borrower”"Borrowers"), the other Loan Parties named therein, PDL BIOPHARMA INC.lenders party thereto from time to time, as the LenderLenders, and PDL BIOPHARMA INC.Atalaya Administrative LLC, as Agentadministrative agent for Lenders. This certificate (this “"Certificate”"), together with supporting calculations attached hereto, is delivered to Administrative Agent and the Lender Lenders pursuant to the terms of the Credit Agreement. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. [Enclosed herewith is a copy of the [annual audited/quarterly/monthly] report of Borrower Borrowers as at ________________ (the “"Computation Date”"), which report fairly presents in all material respects the financial condition and results of operations [(subject to the absence of footnotes and to normal year-end adjustments)] of Borrower Borrowers as of the Computation Date and has been prepared in accordance with IFRS GAAP consistently applied.] Borrower Borrowers hereby certifies certify and warrants warrant that the computations set forth on the schedule attached hereto correspond to the ratios and/or financial restrictions contained in the Credit Agreement and such computations are true and correct as at the [Computation Date]. Borrower Borrowers further certifies certify that no Event of Default or Default has occurred and is continuing. Borrower has Borrowers have caused this Certificate to be executed and delivered by its their officer thereunto duly authorized on _____________. MERUS LABS INTERNATIONAL INC. Focus Fiber Solutions, LLC, as Borrower Representative By: TitleOptos Capital Partners, LLC, sole Member and Manager of each of the foregoing limited liability companies By: Focus Venture Partners, Inc., its sole Member and Manager By: ___________________________________ Schedule to Compliance Certificate1 Dated as of _________________Cxxxxxxxxxx Xxxxxxxx President

Form of Compliance Certificate. Please refer to the Credit Agreement dated as of July __, 2012 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among the undersigned (“Borrower”), the other Loan Parties named therein, PDL BIOPHARMA INC., as the Lender, and PDL BIOPHARMA INC., as Agent. This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to Agent and the Lender pursuant to the terms of the Credit Agreement. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. [Enclosed herewith is a copy of the [annual audited/quarterly] report of Borrower as at ________________ (the “Computation Date”), which report fairly presents in all material respects the financial condition and results of operations [(subject to the absence of footnotes and to normal year-end adjustments)] of Borrower as of the Computation Date and has been prepared in accordance with IFRS consistently applied.] Borrower hereby certifies and warrants that the computations set forth on the schedule attached hereto correspond to the ratios and/or financial restrictions contained in the Credit Agreement and such computations are true and correct as at the [Computation Date]. Borrower further certifies that no Event of Default or Default has occurred and is continuing. Borrower has caused this Certificate to be executed and delivered by its officer thereunto duly authorized on _____________. MERUS LABS INTERNATIONAL INC. By: Title: ___________________________________ Schedule to Compliance Certificate1 Dated as of _________________Certificate1