Common use of Further Covenants Clause in Contracts

Further Covenants. Until all Royalty Payments have been paid in full (together with any interest or liquidated damages payable as provided in Section 2.5): (a) The Purchaser will notify Seller in writing thirty (30) days in advance of any change in the location of any of its executive offices or places of business. (b) The purchaser shall keep and require it Affiliates and sublicensees to keep complete and accurate books and records of all sales of the Product and all other matters and transactions relating to the Product and the Acquired Assets, in accordance with generally accepted accounting practices consistently applied, including without limitation records of the volume of unit sales, the prices in effect, from time to time, the revenue derived from sales of the Product and all other information used or necessary to be used in computing Net Sales and Royalty Payments. Seller shall have the right, without charge and at Seller’s expense, through a certified public accountant or like person reasonably acceptable to Purchaser, to examine and audit all books and records relating to the Product or the Acquired Assets during regular business hours, subject to customary confidentiality protections; provided, however, that such examination and audit shall not take place more often than once a year. In addition, the Purchaser will furnish Seller any information regarding its business affairs and financial condition within a reasonable time after written request therefor. (c) The Purchaser will give immediate written notice to Seller of any litigation or proceeding in which Purchaser is a party that might materially and adversely affect the Product or Acquired Assets. Purchaser’s rights in the Product or Acquired Assets, or Purchaser’s financial condition, property or business. (d) The Purchaser will not mortgage, pledge, grant or permit to exist a lien, lease, pledge, change or security interest upon any of the Acquired Assets or the Developments, except for liens and security interests in favor of Seller. (e) At the time each Royalty Payment is due, Purchaser shall furnish to Seller a statement, certified as true and correct by its chief executive officer, which statement shall demonstrate in detail how the amount of the Royalty Payment has been calculated (“Payment Statement”). Without limiting the generality of the foregoing, each payment Statement shall contain the following information: total sales volume of Inversine® in the United States during the applicable Payment Year, the unit price for Inversine® in effect in the United States from time to time during such Payment Year; itemization of all taxes and duties taken into account in calculating Net Sales; and itemized details of all rebates and returns with respect to Inversine® in the United States during such Payment Year. All such information shall be presented in accordance with generally accepted accounting practices consistently applied. (f) The Purchaser will not materially alter the use of any Trademark or use any Trademark in association with any drug, product, item or service other than the Product. If the Purchaser desires to change or supplement the use of the Product from that specified under “Goods” in Schedule A hereto, Purchaser will (i) register as required in the United States Patent and Trademark Office to reflect any such changed or supplemental use, (ii) retain the present uses as shown under “Goods” in Schedule A in any revised or subsequent trademark registrations for the Product, and (iii) retain and preserve all trademarks for the Product (and all uses therefor) existing as of the Closing Date. (g) If Purchaser intends to use, manufacture, distribute or sell the Product in the form of a stereoisomer or other derivative other than the formulation heretofore manufactured and sold by Seller under the name “INVERSINE,” Purchaser shall notify Seller not less than six (6) months prior to such proposed use, manufacture, distribution or sale.

Further Covenants. Until all Royalty Payments have been paid in full (together with any interest or liquidated damages payable as provided in Section 2.5): (a) The Purchaser will notify Seller in writing thirty (30) days in advance of any change [i] Notwithstanding anything comprises in the location foregoing clause No-7.6 of this agreement, the Allottee/s shall not be entitled to get any of its executive offices or places of business. (b) The purchaser shall keep and require it Affiliates and sublicensees to keep complete and accurate books and records of all sales such compensation with handing over possession of the Product Said Apartment from the promoter. [ii] If any part or portion of the scheme of development is discontinued or has to be abandoned due to any operation of law or any order of the Court or any statutory Authority any time then the Allottees(s) affected by such discontinuation or abandonment will have no right of compensation from Promoter. The Promoter will however refund all the money received from the Allottee(s). [iii] If due to any act, default or omission on the part of the Allottee, the Promoter is restrained from construction of the Project and/or transferring and all disposing of the other matters Apartments in the Project or Complex then and transactions relating in that event without prejudice to the Product Promoter’s such other rights the Allottee shall be liable to compensate and also indemnify the Acquired AssetsPromoter for all loss, damage, costs, claims, demands, actions and proceedings that may be suffered or incurred by the Promoter. [iv] If the schedule of stage-wise construction as contemplated herein is delayed, the Allottee shall make payment of the installment due thereon only upon completion of such construction. The Allottee undertakes that in the event the Promoter completes a stage of construction earlier than scheduled in that case, the Allottee shall forthwith make payment without hesitation. The Allottee appreciates that time for payment of installments shall always be essence of the agreement and upon the failure of the Allottee to pay the installments on time as per the prescribed Payment Plan, the Promoter will become entitled to terminate the allotment/ agreement. Similarily if the Promoter does not deliver on time, the Promoter will be liable to be penalized as described above. [v] The Promoter will not entertain any request for modification in the internal layouts of the Unit of the Blocks. In case the Allottee desires and with prior written permission of the Promoter to install some different fittings /floorings on his own within the Unit he will not be entitled to any reimbursement or deduction in the value of the Unit. For this purpose, at its sole discretion, the Promoter may subject to receipt of full payment allow any Allottee access to the Unit prior to the Possession Date for the purpose of interior decoration and/or furnishing works at the sole cost, risk and responsibility of such Allottees provided that such access will be availed in accordance with generally accepted accounting practices consistently applied, including without limitation records such instructions of the volume Promoter in writing and that the right of unit sales, such access may be withdrawn by the prices in effect, from Promoter at any time to time, the revenue derived from sales of the Product and all other information used or necessary to be used in computing Net Sales and Royalty Payments. Seller shall have the right, without charge and at Seller’s expense, through a certified public accountant or like person reasonably acceptable to Purchaser, to examine and audit all books and records relating to the Product or the Acquired Assets during regular business hours, subject to customary confidentiality protections; provided, however, that such examination and audit shall not take place more often than once a year. In addition, the Purchaser will furnish Seller assigning any information regarding its business affairs and financial condition within a reasonable time after written request thereforreasons therefore. (c) The Purchaser will give immediate written notice to Seller of any litigation or proceeding in which Purchaser is a party that might materially and adversely affect the Product or Acquired Assets. Purchaser’s rights in the Product or Acquired Assets, or Purchaser’s financial condition, property or business. (d) The Purchaser will not mortgage, pledge, grant or permit to exist a lien, lease, pledge, change or security interest upon any of the Acquired Assets or the Developments, except for liens and security interests in favor of Seller. (e) At the time each Royalty Payment is due, Purchaser shall furnish to Seller a statement, certified as true and correct by its chief executive officer, which statement shall demonstrate in detail how the amount of the Royalty Payment has been calculated (“Payment Statement”). Without limiting the generality of the foregoing, each payment Statement shall contain the following information: total sales volume of Inversine® in the United States during the applicable Payment Year, the unit price for Inversine® in effect in the United States from time to time during such Payment Year; itemization of all taxes and duties taken into account in calculating Net Sales; and itemized details of all rebates and returns with respect to Inversine® in the United States during such Payment Year. All such information shall be presented in accordance with generally accepted accounting practices consistently applied. (f) The Purchaser will not materially alter the use of any Trademark or use any Trademark in association with any drug, product, item or service other than the Product. If the Purchaser desires to change or supplement the use of the Product from that specified under “Goods” in Schedule A hereto, Purchaser will (i) register as required in the United States Patent and Trademark Office to reflect any such changed or supplemental use, (ii) retain the present uses as shown under “Goods” in Schedule A in any revised or subsequent trademark registrations for the Product, and (iii) retain and preserve all trademarks for the Product (and all uses therefor) existing as of the Closing Date. (g) If Purchaser intends to use, manufacture, distribute or sell the Product in the form of a stereoisomer or other derivative other than the formulation heretofore manufactured and sold by Seller under the name “INVERSINE,” Purchaser shall notify Seller not less than six (6) months prior to such proposed use, manufacture, distribution or sale.

Further Covenants. Until all Royalty Payments have been paid in full (together with any interest or liquidated damages payable as provided in Section 2.5):The Company hereby covenants and agrees that: (a) The Purchaser will notify Seller in writing thirty (30) days in advance Company shall comply with the Act, the Exchange Act of any change 1934, as amended, the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the location states in which the Company’s blue sky counsel has advised the Placement Agent and/or the Company that the Securities are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of any the sales of its executive offices or places of businessthe Securities. (b) The purchaser Company, at its own cost and expense, shall keep and require it Affiliates and sublicensees use reasonable best efforts to keep complete and accurate books and records qualify the Securities for sale under the securities laws of all sales of such jurisdictions in the Product and all other matters and transactions relating United States as may be mutually agreed to by the Product Company and the Acquired AssetsPlacement Agent, in accordance with generally accepted accounting practices consistently applied, including without limitation records of and the volume of unit sales, the prices in effect, from time to time, the revenue derived from sales of the Product and all other information used Company will make or necessary cause to be used made such applications and furnish information as may be required for such purposes, provided that the Company will not be required to qualify as a foreign corporation in computing Net Sales and Royalty Payments. Seller shall have the right, without charge and at Seller’s expense, through any jurisdiction or execute a certified public accountant or like person reasonably acceptable general consent to Purchaser, to examine and audit all books and records relating to the Product or the Acquired Assets during regular business hours, subject to customary confidentiality protections; provided, however, that such examination and audit shall not take place more often than once a year. In addition, the Purchaser will furnish Seller any information regarding its business affairs and financial condition within a reasonable time after written request thereforservice of process. (c) The Purchaser will give immediate written notice Company shall place a legend on the certificates representing the shares of the Common Stock and the Brokers’ Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to Seller the applicable restrictions on transferability and sale of any litigation or proceeding in which Purchaser is a party that might materially such securities under the Act and adversely affect the Product or Acquired Assets. Purchaser’s rights in the Product or Acquired Assets, or Purchaser’s financial condition, property or businessapplicable state laws. (d) The Purchaser will not mortgage, pledge, grant or permit to exist a lien, lease, pledge, change or security interest upon any Company shall apply the net proceeds from the sale of the Acquired Assets or Securities for the Developments, except for liens and security interests purposes set forth in favor of Sellerthe Subscription Documents. (e) At During the time Offering Period, the Company shall afford each Royalty Payment is due, Purchaser shall furnish prospective purchaser of Securities the opportunity to Seller a statement, certified as true ask questions of and correct by its chief executive officer, which statement shall demonstrate in detail how the amount receive answers from an officer of the Royalty Payment has been calculated (“Payment Statement”). Without limiting Company concerning the generality terms and conditions of the foregoing, each payment Statement shall contain Offering and the following information: total sales volume opportunity to obtain such other additional information necessary to verify the accuracy of Inversine® in the United States during Subscription Documents to the applicable Payment Year, extent the unit price for Inversine® in effect in the United States from time to time during such Payment Year; itemization of all taxes and duties taken into account in calculating Net Sales; and itemized details of all rebates and returns with respect to Inversine® in the United States during such Payment Year. All Company possesses such information shall be presented in accordance with generally accepted accounting practices consistently appliedor can acquire it without unreasonable expense. (f) Whether or not the transactions contemplated hereby are consummated, or this Agreement is terminated, the Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Common Stock and the Brokers’ Warrants and will also pay for the Company’s expenses for accounting fees, legal fees, printing costs, and other costs involved with the Offering. The Purchaser Company will not materially alter provide at its own expense such quantities of the use Subscription Documents and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. The Company will pay at its own expense in connection with the creation, authorization, issuance, transfer and delivery of the Securities, including, without limitation, fees and expenses of any Trademark transfer agent or use registrar; the fees and expenses of the Escrow Agent; all fees and expenses of legal, accounting and other advisers to the Company; the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such jurisdictions, payable within five (5) days of being invoiced. The Company will pay all such amounts, unless previously paid, at the First Closing, or, if there is no Closing, within ten (10) days after written request therefor following the Termination Date. In addition to any Trademark fees payable to the Placement Agent hereunder, the Company hereby agrees to promptly reimburse Katalyst for its non accountable legal counsel fees (“Placement Agent Counsel Fee”) in association with any drugthe amount of Ten Thousand Dollars ($10,000) provided that the Placement Agent participates in the Offering and the Company receives gross proceeds of at least $100,000 from offers and sales of securities placed by the Placement Agent under this Agreement, product, item or service other than paid directly from the Productescrow account at the time of the first Closing from gross proceeds raised by the Placement Agent. If the Purchaser desires to change or supplement the use there is no Closing of the Product from Offering that specified under “Goods” the Placement Agent participates in, then the Company agrees to pay the Placement Agent Counsel Fee within five (5) days of written request to the Company by wire transfer to the provided banking coordinates. The Placement Agent will be responsible for its own out-of-pocket expenses incurred in Schedule A heretoperforming the services described herein, Purchaser will (i) register unless the Company agrees. This reimbursement obligation is in addition to the reimbursement of fees and expenses relating to attendance by the Placement Agent at proceedings or to indemnification and contribution as required contemplated elsewhere in this agreement. In the United States Patent event the Placement Agent’s personnel must attend or participate in judicial or other proceedings to which we are not a party relating to the subject matter of this agreement, the Company shall pay the Placement Agent an additional per diem payment, per person, at its customary rates, together with reimbursement of all out-of-pocket expenses and Trademark Office to reflect any disbursements, including reasonable attorneys’ fees and disbursements incurred by it in respect of its preparation for and participation in such changed or supplemental use, (ii) retain proceedings. The Placement Agent’s legal counsel fees do not include the present uses as shown under “Goods” in Schedule A in any revised or subsequent trademark registrations registration legal fees and expenses for the Product, blue sky and (iii) retain and preserve all trademarks for other regulatory filings to be made in connection with the Product (and all uses therefor) existing as of the Closing DateOffering(s). (g) If Purchaser intends On each Closing Date, the Company permits the Placement Agent to use, manufacture, distribute or sell rely on any representations and warranties made by the Product Company to the investors and will cause its counsel to permit the Placement Agent to rely upon any opinion furnished to the investors in the form Private Placement. (h) The Company will comply with all of a stereoisomer its obligations and covenants set forth in its agreements with the investors in the Offering. If not filed on EXXXX, the Company will promptly deliver to the Placement Agent copies of any and all filings with the SEC and each amendment or other derivative other than the formulation heretofore manufactured supplement thereto, as well as all prospectuses and sold by Seller under the name “INVERSINE,” Purchaser shall notify Seller not less than six (6) months free writing prospectuses, prior to the closing of the Offering and six months thereafter. The Placement Agent is authorized on behalf of the Company to use and distribute copies of any Subscription Documents, including Company’s SEC Filings in connection with the sale of the Securities as, and to the extent, permitted by federal and applicable state securities laws. The Company acknowledges and agrees that the Placement Agent will be relying, without assuming responsibility for independent verification, on the accuracy and completeness of all financial and other information that is and will be furnished to them by the Company and the Company will be liable for any material misstatements or omissions contained therein. (i) Except with the prior written consent of the Placement Agent, the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Subscription Documents (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Subscription Documents, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such proposed usesecurities, manufacture(iii) incur, distribution outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or sale(vi) change its business or operations in any material respect.

Further Covenants. Until all Royalty Payments have been paid in full (together with any interest or liquidated damages payable as provided in Section 2.5): (a) The Purchaser will notify Seller in writing thirty (30) days in advance of At any change in the location of any of its executive offices or places of business. (b) The purchaser shall keep time and require it Affiliates and sublicensees to keep complete and accurate books and records of all sales of the Product and all other matters and transactions relating to the Product and the Acquired Assets, in accordance with generally accepted accounting practices consistently applied, including without limitation records of the volume of unit sales, the prices in effect, from time to time, the revenue derived from sales of the Product and all other information used or necessary to be used in computing Net Sales and Royalty Payments. Seller shall have the right, without charge and at Seller’s expense, through a certified public accountant or like person reasonably Seller will promptly execute and deliver all further instruments and documents, in form and substance acceptable to PurchaserM.BFG, to examine and audit take all books and records relating to the Product or the Acquired Assets during regular business hours, subject to customary confidentiality protections; provided, howeverfurther action, that such examination and audit shall not take place more often than once a year. In addition, the Purchaser will furnish Seller any information regarding its business affairs and financial condition within a reasonable time after written request therefor. (c) The Purchaser will give immediate written notice to Seller of any litigation may be necessary or proceeding in which Purchaser is a party that might materially and adversely affect the Product or Acquired Assets. Purchaser’s rights in the Product or Acquired Assetsdesirable, or Purchaser’s financial conditionthat al13FG may request, property or business. (d) The Purchaser will not mortgagein order to perfect and protect any rights, pledgeassignment, grant or permit to exist a lien, lease, pledge, change or security interest upon granted or purported to be granted hereby or to enable MBFG to exercise and enforce its rights and remedies hereunder or to preserve and protect MBFG’s interest in or the value of any Receivable or Collateral, and pay the costs of any recording or filing of the Acquired Assets or same, and MBFG may do anything which it, in its discretion, deems reasonably necessary to perfect and protect its interest in the Developments, except for liens Receivables and security interests in favor of Seller. (e) At the time each Royalty Payment is due, Purchaser shall furnish to Seller a statement, certified as true and correct by its chief executive officer, which statement shall demonstrate in detail how the amount of the Royalty Payment has been calculated (“Payment Statement”)Collateral. Without limiting the generality of the foregoing, each payment Statement shall contain the following information: total sales volume of Inversine® Seller will make appropriate entries upon its financial statements and its books and records disclosing MBFG’s security interest in the United States during Collateral. Seller authorizes MBFG to notify any parties of the applicable Payment Year, the unit price for Inversine® in effect existence and terms of MBFG’s security interest in the United States Collateral. MBFG may at its option and at any time require Seller to segregate all collections and proceeds of the Collateral so that they are capable of identification and to deliver daily such collections and proceeds to MBFG in kind; and require Seller to obtain MBFG’s prior written consent to any sale, lease, agreement to sell or lease, or other disposition or any inventory other than in the ordinary course of business. (b) Seller covenants and agrees that if it receives any payments on any Receivable, then Seller shall hold all such payments in trust for the benefit of MBFG and immediately turn over such payments, in kind, to MBFG. Seller shall not deposit any such payments into its own or another account, and, in the event such payment is not delivered in kind within one Business Day of its receipt by Seller, Seller shall pay to MBFG in cash the Misdirected Payment Fee. If Seller receives payments on any Receivables in any form other than check, including but not limited to cash, credit card or wire transfer, Seller agrees immediately to remit the amount received in good funds to the MBFG. (c) Upon MBFG’s request, Seller will deliver to MBFG within 3 days after MBFG requests them, all original documents, including the original Contract, orders, invoices, and delivery receipts related to any Receivable. MBFG shall, at all times, have full access to the books and records of Seller, on Seller’s premises, and may at any time examine and make copies of such books and records and to take extracts therefrom. Seller shall provide (i) Accounts Receivable and accounts payable aging monthly within five (5) days of month end; (ii) prepared financial statements monthly, within (30) days of month end; (iii) bank statements within (10) days of month end: (iv) yearend financial statements and tax returns, within one hundred twenty (120) days of fiscal yearend: and (v) such other financial reports as MBFG may reasonably request from time to time. Without expense to MBFG, MBFG may use any of Seller’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of accounts and realization on other Collateral as MBFG, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and other third parties to disclose and deliver to MBFG at Seller’s expense all financial information, books and records, work papers, management reports and other information in their possession relating to Seller. (d) Seller will keep its chief place of business, chief executive office, and the office where it keeps its records concerning and the originals of the invoices of Receivables, Contracts and purchase orders and agreements related to such Receivables, at the address set forth in the preamble. (e) Seller shall not, without MBFG’s prior written consent in each instance: (i) grant any extension of time during such Payment Yearfor payment of any Receivables or Collateral that is a monetary obligation; itemization (ii) compromise or settle any Receivable or Collateral that is a monetary obligation for less than its full amount; (iii) release in whole or in part any Obligor or other person liable for the payment of all taxes and duties taken into account in calculating Net Salesany Receivable or Collateral that is a monetary obligation; and itemized details of all rebates and returns or (iv) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to Inversine® in the United States during such Payment Year. All such information shall be presented in accordance with generally accepted accounting practices consistently appliedany Receivable or other Collateral. (f) The Purchaser will not materially alter the use of any Trademark or use any Trademark in association with any drugSeller shall pay all federal, productstate and local taxes, item or service other than the Product. If the Purchaser desires including, without limitation, payroll taxes, that are due and to change or supplement the use of the Product from make all future tax payments as they become due that specified under “Goods” in Schedule A hereto, Purchaser will (i) register as required in the United States Patent and Trademark Office to reflect any such changed or supplemental use, (ii) retain the present uses as shown under “Goods” in Schedule A in any revised or subsequent trademark registrations for the Productmanner relate to Seller’s business, and (iii) retain indemnifies and preserve all trademarks for the Product (and all uses therefor) existing holds MBFG harmless with respect to said taxes. Seller shall promptly provide proof of payment of such taxes to MBFG in such form as of the Closing DateMBFG shall require. (g) If Purchaser intends to use, manufacture, distribute Seller shall maintain insurance on all insurable property owned or sell the Product leased by Seller in the manner and against such risks as usually maintained by similar businesses and property owners. All such insurance shall be in amounts and form and with insurance companies acceptable to MBFG in its sole discretion. Seller shall furnish to MBFG any and all information concerning such insurance carried and lender loss payable endorsements in favor of a stereoisomer or other derivative other than the formulation heretofore manufactured and sold by Seller under the name “INVERSINE,” Purchaser MBFG. All policies of insurance shall notify Seller provide for not less than six 30 days prior written cancellation notice to MBFG. (6h) months prior Seller agrees to have all payments due to it under the terms of any Contract or Receivable sent directly to the MBFG at the following address: Wave Systems Corp. Marble Bridge Funding Group, Inc. X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Xxxxx Fargo Bank Xxx Xxxxxxxxx, XX 00000 ABA# 000000000 A/C# 4125502302 Attention: Marble Bridge Funding Group, Inc. (i) MBFG shall have, with respect to all Receivables and any goods or personal property returned or rejected in connection with such proposed useReceivables, manufactureall the rights and remedies of an unpaid seller under the UCC and other applicable law, distribution including the rights of replevin, claim and delivery, reclamation, and stoppage in transit. MBFG shall have the right at any time to take possession of goods or salepersonal property rejected, returned or recovered in connection with any such Receivable. If MBFG does not take possession of such goods and personal property, Seller shall resell them for MBFG’s account at Seller’s expense with the proceeds made payable to MBFG. While Seller retains possession of such goods and personal property, Seller shall segregate them and xxxx them “Property of Marble Bridge Funding Group.” (j) Seller shall not change its name or undertake the use of any alternative name or fictitious name or change its address as set forth at the head of this Agreement without first notifying MBFG in writing of such change. (k) Seller shall ensure that the full Face Amount of each Receivable is transmitted to MBFG in accordance with the terms of the Receivable and without any offset, delay or deduction. For the avoidance of doubt, the foregoing applies both to Receivables purchased by MBFG and Receivables assigned to MBFG as security. Accordingly, Seller shall ensure that the full Face Amount of each Receivable which is not purchased by MBFG is also transmitted to MBFG in accordance with the terms of the Receivable and without any offset, delay or deduction.

Further Covenants. Until Contractor covenants and agrees that all Royalty Payments have been paid in full (together with Work performed by Contractor or any interest Subcontractor or liquidated damages payable as provided in Section 2.5): Vendor shall be carried out: (a) The Purchaser will notify Seller in writing thirty (30) days in advance with a proper supply of any change in the location of any of its executive offices or places of business. skilled labor, materials and equipment; (b) The purchaser in full compliance with the requirements contained in, indicated on and reasonably inferable from the Contract Documents given Contractor’s status as a contractor experienced with construction projects similar in size, quality and complexity to the Work, (c) in full compliance with all applicable laws, consents, ordinances, mitigation measures, codes, rules, directives, orders, permits, approvals, entitlements, statutes, and regulations, whether governmental or public administrative (including, but not limited to, all applicable Laws of Macau relating to noise control and pollution) (collectively, “Laws”); (d) diligently and in the best manner to assure completion on or before the respective Interim Milestone Dates and Guaranteed Date of Substantial Completion, (e) by qualified design professionals where applicable, and (f) in full compliance with the terms of insurance applicable to the Work. Contractor shall keep be responsible for ensuring that the Drawings and require it Affiliates and sublicensees Specifications (including, but not limited to, the construction documents prepared by Owner’s Consultants) conform to keep complete and accurate books and records of all sales Laws applicable to the design aspects of the Product and all other matters and transactions relating to Drawings or Specifications. Applicable Laws shall supersede the Product and the Acquired Assets, in accordance with generally accepted accounting practices consistently applied, including without limitation records of the volume of unit sales, the prices in effect, from time to time, the revenue derived from sales of the Product and all other information used or necessary to be used in computing Net Sales and Royalty Payments. Seller shall have the right, without charge and at Seller’s expense, through a certified public accountant or like person reasonably acceptable to Purchaser, to examine and audit all books and records relating to the Product or the Acquired Assets during regular business hours, subject to customary confidentiality protectionsContract Documents if there is any conflict; provided, however, that if any applicable Laws shall necessitate a Change to or deviation from the Contract Documents, Contractor shall obtain Owner’s written consent prior to implementing that Change. Contractor shall be responsible for failing to report any discrepancy between the Contract Documents and applicable Laws of which Contractor knows or should have reasonably known in the exercise of due diligence and prudent judgment and consistent with the terms of the Contract Documents. If Contractor performs any part of the Work in violation of any such examination and audit applicable Laws, Contractor shall bear the costs of remedying such Work so as to be in compliance with such Laws, the Guaranteed Maximum Price shall not take place more often than once be adjusted and Contractor shall not have the right to use the Construction Contingency to pay the costs arising therefrom. If any new Law is enacted or any change to existing Law applicable to the Work occurs after the Effective Date, and to the extent that such new Law or change in Law has an impact on the Work and/or the cost of performing the Work, Contractor shall (i) subject to consultation with and the written approval of Owner, perform and construct the Work in accordance with such applicable Law, and (ii) such impact shall constitute a yearChange and the provisions of Article 18 shall apply (including with respect to the determination of any adjustment to the Guaranteed Maximum Price and/or the Contract Time). In additionfulfilling its responsibilities under the Contract Documents, Contractor shall furnish, coordinate, manage and pay for all services and personnel, labor, machinery, tools, materials and equipment, necessary to: 7.2.1 Cause the Work to be constructed in compliance with: (a) the latest approved Drawings and Specifications for construction purposes; and (b) all applicable Laws (including all changes in Laws as provided above in this Section 7.2); 7.2.2 Provide at all times until Final Completion a sufficient and competent organization, which shall include the skilled services of all senior managers, architects, designers, engineers, site supervisors, qualified scheduling personnel, superintendents, foremen, engineers, skilled and unskilled craft labor and supervisors and all other personnel necessary or desirable to plan, prosecute and construct the Work in accordance with the Contract Documents; 7.2.3 Provide the skilled services of buyers, expediters and other personnel necessary to achieve the timely delivery and use of (a) all materials, supplies and equipment to be incorporated into the Work by Contractor, Subcontractors and Vendors, and (b) all construction machinery and equipment, tools and expendable construction materials and supplies necessary or desirable for the Work; 7.2.4 Prepare and provide the Project Schedule and Schedule Updates for the Work in accordance with Article 11 below, or as reasonably requested by Owner’s Lenders; 7.2.5 Coordinate the schedules and operations of all Subcontractors and Vendors of every tier and cooperate with Owner, Owner’s Consultants and Owner’s Contractors so that the Contractor’s Work and the work of others will progress smoothly with a minimum of disruptions and interference to any party; 7.2.6 Obtain and provide to Owner and pay for (as a Cost of the Work): (a) all Work-related authorizations, building permits, licenses, consents and approvals which are required by governmental authorities to be taken out in Owner’s name for construction and completion of the Work, and (b) all temporary and final certificates of occupancy; 7.2.7 Be responsible for protection of the Work, including all materials and equipment to be utilized during the Work, from theft or damage or other harm, whether in transit or in storage on-Site or off-Site, until Final Completion pursuant to Section 12.2 of this Agreement, provided that Contractor shall not be responsible for damage resulting from the occurrence of Excepted Risks so long as Contractor has used reasonable efforts to protect the Work, including said materials and equipment, from damage due to the occurrence of such Excepted Risks; 7.2.8 Promptly notify Owner in writing of any errors, omissions or discrepancies discovered by Contractor in the Contract Documents, including any observed failures to comply with applicable Laws, and advise on how the same should be resolved and rectified; 7.2.9 Enforce strict discipline and good order among the employees of Contractor, Subcontractors and Vendors while at the Site or otherwise performing this Contract; 7.2.10 Give all notices and secure all required certificates of inspection, testing or approval necessary or incidental to the prosecution of the Work, for delivery to Owner; 7.2.11 Be responsible for and pay (as a Cost of the Work to the extent provided in Section 3.2.8 hereof) all Taxes relating to or arising out of the Contractor’s performance of the Work; 7.2.12 Provide Owner with the full benefit of all Vendor’s warranties applicable to all equipment and materials furnished by the Contractor; 7.2.13 Maintain at the Site one record copy of all Drawings, Specifications and revisions thereto, the Purchaser will furnish Seller any information regarding its business affairs Project Schedule, all Schedule Updates, all Change Orders and financial condition within other Modifications, approved material lists, brochures, technical data submissions and RFI’s, RFI responses, submittals, Construction Change Directives, Samples, all correspondence and transmittals pertaining to the Work and all other records relating to the status of all Work-related materials, equipment and construction activities; 7.2.14 Provide Owner with three (3) complete sets of operating and maintenance manuals for all equipment installed as part of the Work; 7.2.15 Provide Owner with two (2) sets of complete as-built drawings (electronically when available and otherwise on reproducible mylar) prior to Final Payment; 7.2.16 Copy Owner on all correspondence, memoranda and bulletins by Contractor to Architect/Engineer, Owner’s Consultants, Owner’s Contractors and public or governmental agencies and deliver to Owner on a reasonable time after current and up-to-date basis copies of all written request therefor. communications received from public or governmental agencies relating to the Work or the Project. Provide to all Subcontractors (c) The Purchaser will give immediate with concurrent written notice to Seller Owner), and cause all Subcontractors to provide, all notices required by applicable Laws relating to the Contract and/or Work, including but not limited to notice of payments received. Copy Owner on all default, stop work or termination notices sent to or received from Subcontractors at every tier, and any litigation or proceeding others performing any Work; 7.2.17 Contractor shall maintain records, in which Purchaser is a party that might materially and adversely affect the Product or Acquired Assets. Purchaser’s rights in the Product or Acquired Assetsduplicate, or Purchaser’s financial conditionof principal building layout lines, property or business. (d) The Purchaser will not mortgage, pledge, grant or permit to exist a lien, lease, pledge, change or security interest upon any elevations of the Acquired Assets bottom of footings, floor levels and key site elevations certified by a qualified surveyor or professional engineer to Owner’s and Owner’s Lender’s satisfaction; and 7.2.18 Xxxxxxx Xxxxxxxxxx Xxxxxx is authorized to act on behalf of Contractor as the DevelopmentsContractor’s Representative with regard to the Work and Contract Documents, except for liens and security interests in favor is the individual with whom Owner may consult at all reasonable times, and the instructions, requests and decisions of Seller. (e) At said individual will be binding upon Contractor as to all matters pertaining to this Contract and the time each Royalty Payment is due, Purchaser shall furnish to Seller a statement, certified as true and correct by its chief executive officer, which statement shall demonstrate in detail how the amount performance of the Royalty Payment has been calculated (“Payment Statement”). Without limiting the generality of the foregoing, each payment Statement shall contain the following information: total sales volume of Inversine® in the United States during the applicable Payment Year, the unit price for Inversine® in effect in the United States from time to time during such Payment Year; itemization of all taxes and duties taken into account in calculating Net Sales; and itemized details of all rebates and returns with respect to Inversine® in the United States during such Payment Year. All such information shall be presented in accordance with generally accepted accounting practices consistently appliedparties hereunder. (f) The Purchaser will not materially alter the use of any Trademark or use any Trademark in association with any drug, product, item or service other than the Product. If the Purchaser desires to change or supplement the use of the Product from that specified under “Goods” in Schedule A hereto, Purchaser will (i) register as required in the United States Patent and Trademark Office to reflect any such changed or supplemental use, (ii) retain the present uses as shown under “Goods” in Schedule A in any revised or subsequent trademark registrations for the Product, and (iii) retain and preserve all trademarks for the Product (and all uses therefor) existing as of the Closing Date. (g) If Purchaser intends to use, manufacture, distribute or sell the Product in the form of a stereoisomer or other derivative other than the formulation heretofore manufactured and sold by Seller under the name “INVERSINE,” Purchaser shall notify Seller not less than six (6) months prior to such proposed use, manufacture, distribution or sale.

Further Covenants. Until Contractor covenants and agrees that all Royalty Payments have been paid in full (together with Work performed by Contractor or any interest Subcontractor or liquidated damages payable as provided in Section 2.5): Vendor shall be carried out: (a) The Purchaser will notify Seller in writing thirty (30) days in advance with a proper supply of any change in the location of any of its executive offices or places of business. skilled labor, materials and equipment; (b) The purchaser in full compliance with the requirements contained in, indicated on and reasonably inferable from the Contract Documents given Contractor’s status as a contractor experienced with construction projects similar in size, quality and complexity to the Work, (c) in full compliance with all applicable laws, consents, ordinances, mitigation measures, codes, rules, directives, orders, permits, approvals, entitlements, statutes, and regulations, whether governmental or public administrative (including, but not limited to, all applicable Laws of Macau relating to noise control and pollution) (collectively, “Laws”); (d) diligently and in the best manner to assure completion on or before the respective Original Project Interim Milestone Dates, the Expansion Project Interim Milestone Dates, the Guaranteed Date of Original Project Substantial Completion and the Guaranteed Date of Expansion Project Substantial Completion, (e) by qualified design professionals where applicable, and (f) in full compliance with the terms of insurance applicable to the Work. Contractor shall keep be responsible for ensuring that the Drawings and require it Affiliates and sublicensees Specifications (including, but not limited to, the construction documents prepared by Owner’s Consultants) conform to keep complete and accurate books and records of all sales Laws applicable to the design aspects of the Product and all other matters and transactions relating to Drawings or Specifications. Applicable Laws shall supersede the Product and the Acquired Assets, in accordance with generally accepted accounting practices consistently applied, including without limitation records of the volume of unit sales, the prices in effect, from time to time, the revenue derived from sales of the Product and all other information used or necessary to be used in computing Net Sales and Royalty Payments. Seller shall have the right, without charge and at Seller’s expense, through a certified public accountant or like person reasonably acceptable to Purchaser, to examine and audit all books and records relating to the Product or the Acquired Assets during regular business hours, subject to customary confidentiality protectionsContract Documents if there is any conflict; provided, however, that if any applicable Laws shall necessitate a Change to or deviation from the Contract Documents, Contractor shall obtain Owner’s written consent prior to implementing that Change. Contractor shall be responsible for failing to report any discrepancy between the Contract Documents and applicable Laws of which Contractor knows or should have reasonably known in the exercise of due diligence and prudent judgment and consistent with the terms of the Contract Documents. If Contractor performs any part of the Work in violation of any such examination applicable Laws, Contractor shall bear the costs of remedying such Work so as to be in compliance with such Laws, the Original Project Guaranteed Maximum Price and audit the Expansion Project Guaranteed Maximum Price shall not take place more often than once be adjusted and Contractor shall not have the right to use the Original Project Construction Contingency or the Expansion Project Construction Contingency to pay the costs arising therefrom. If any new Law is enacted or any change to existing Law applicable to the Work occurs after the Effective Date, and to the extent that such new Law or change in Law has an impact on the Work and/or the cost of performing the Work, Contractor shall (i) subject to consultation with and the written approval of Owner, perform and construct the Work in accordance with such applicable Law, and (ii) such impact shall constitute a yearChange and the provisions of Article 18 shall apply (including with respect to the determination of any adjustment to the Guaranteed Maximum Price and/or the Contract Time). In additionfulfilling its responsibilities under the Contract Documents, Contractor shall furnish, coordinate, manage and pay for all services and personnel, labor, machinery, tools, materials and equipment, necessary to: 7.2.1 Cause the Work to be constructed in compliance with: (a) the latest approved Drawings and Specifications for construction purposes; and (b) all applicable Laws (including all changes in Laws as provided above in this Section 7.2); 7.2.2 Provide at all times until the later of the Expansion Project Final Completion or the Original Project Final Completion a sufficient and competent organization, which shall include the skilled services of all senior managers, architects, designers, engineers, site supervisors, qualified scheduling personnel, superintendents, foremen, engineers, skilled and unskilled craft labor and supervisors and all other personnel necessary or desirable to plan, prosecute and construct the Work in accordance with the Contract Documents; 7.2.3 Provide the skilled services of buyers, expediters and other personnel necessary to achieve the timely delivery and use of (a) all materials, supplies and equipment to be incorporated into the Work by Contractor, Subcontractors and Vendors, and (b) all construction machinery and equipment, tools and expendable construction materials and supplies necessary or desirable for the Work; 7.2.4 Prepare and provide the Original Project Schedule and the Expansion Project Schedule and Schedule Updates for the Work in accordance with Article 11 below, or as reasonably requested by Owner’s Lenders; 7.2.5 Coordinate the schedules and operations of all Subcontractors and Vendors of every tier and cooperate with Owner, Owner’s Consultants and Owner’s Contractors so that the Contractor’s Work and the work of others will progress smoothly with a minimum of disruptions and interference to any party; 7.2.6 Obtain and provide to Owner and pay for (as a Cost of the Work): (a) all Work-related authorizations, building permits, licenses, consents and approvals which are required by governmental authorities to be taken out in Owner’s name for construction and completion of the Work, and (b) all temporary and final certificates of occupancy; 7.2.7 Be responsible for protection of the Work, including all materials and equipment to be utilized during the Work, from theft or damage or other harm, whether in transit or in storage on-Site or off-Site, until the later of the Expansion Project Final Completion or Original Project Final Completion pursuant to Section 12.2 of this Agreement, provided that Contractor shall not be responsible for damage resulting from the occurrence of Excepted Risks so long as Contractor has used reasonable efforts to protect the Work, including said materials and equipment, from damage due to the occurrence of such Excepted Risks; 7.2.8 Promptly notify Owner in writing of any errors, omissions or discrepancies discovered by Contractor in the Contract Documents, including any observed failures to comply with applicable Laws, and advise on how the same should be resolved and rectified; 7.2.9 Enforce strict discipline and good order among the employees of Contractor, Subcontractors and Vendors while at the Site or otherwise performing this Contract; 7.2.10 Give all notices and secure all required certificates of inspection, testing or approval necessary or incidental to the prosecution of the Work, for delivery to Owner; 7.2.11 Be responsible for and pay (as a Cost of the Work to the extent provided in Section 3.2.8 hereof) all Taxes relating to or arising out of the Contractor’s performance of the Work; 7.2.12 Provide Owner with the full benefit of all Vendor’s warranties applicable to all equipment and materials furnished by the Contractor; 7.2.13 Maintain at the Site one record copy of all Drawings, Specifications and revisions thereto, the Purchaser will furnish Seller any information regarding its business affairs Project Schedule, all Schedule Updates, all Change Orders and financial condition within other Modifications, approved material lists, brochures, technical data submissions and RFI’s, RFI responses, submittals, Construction Change Directives, Samples, all correspondence and transmittals pertaining to the Work and all other records relating to the status of all Work-related materials, equipment and construction activities; 7.2.14 Provide Owner with three (3) complete sets of operating and maintenance manuals for all equipment installed as part of the Work; 7.2.15 Provide Owner with two (2) sets each of complete as-built drawings (electronically when available and otherwise on reproducible mylar) with respect to the Original Project Work, prior to Original Project Final Payment and with respect to the Expansion Project Work, prior to Expansion Project Final Payment; 7.2.16 Copy Owner on all correspondence, memoranda and bulletins by Contractor to Architect/Engineer, Owner’s Consultants, Owner’s Contractors and public or governmental agencies and deliver to Owner on a reasonable time after current and up-to-date basis copies of all written request therefor. communications received from public or governmental agencies relating to the Work or the Project. Provide to all Subcontractors (c) The Purchaser will give immediate with concurrent written notice to Seller Owner), and cause all Subcontractors to provide, all notices required by applicable Laws relating to the Contract and/or Work, including but not limited to notice of payments received. Copy Owner on all default, stop work or termination notices sent to or received from Subcontractors at every tier, and any litigation or proceeding others performing any Work; 7.2.17 Contractor shall maintain records, in which Purchaser is a party that might materially and adversely affect the Product or Acquired Assets. Purchaser’s rights in the Product or Acquired Assetsduplicate, or Purchaser’s financial conditionof principal building layout lines, property or business. (d) The Purchaser will not mortgage, pledge, grant or permit to exist a lien, lease, pledge, change or security interest upon any elevations of the Acquired Assets bottom of footings, floor levels and key site elevations certified by a qualified surveyor or professional engineer to Owner’s and Owner’s Lender’s satisfaction; and 7.2.18 Xxxxxxx Xxxxxxxxxx Xxxxxx is authorized to act on behalf of Contractor as the DevelopmentsContractor’s Representative with regard to the Work and Contract Documents, except for liens and security interests in favor is the individual with whom Owner may consult at all reasonable times, and the instructions, requests and decisions of Seller. (e) At said individual will be binding upon Contractor as to all matters pertaining to this Contract and the time each Royalty Payment is due, Purchaser shall furnish to Seller a statement, certified as true and correct by its chief executive officer, which statement shall demonstrate in detail how the amount performance of the Royalty Payment has been calculated (“Payment Statement”). Without limiting the generality of the foregoing, each payment Statement shall contain the following information: total sales volume of Inversine® in the United States during the applicable Payment Year, the unit price for Inversine® in effect in the United States from time to time during such Payment Year; itemization of all taxes and duties taken into account in calculating Net Sales; and itemized details of all rebates and returns with respect to Inversine® in the United States during such Payment Year. All such information shall be presented in accordance with generally accepted accounting practices consistently appliedparties hereunder. (f) The Purchaser will not materially alter the use of any Trademark or use any Trademark in association with any drug, product, item or service other than the Product. If the Purchaser desires to change or supplement the use of the Product from that specified under “Goods” in Schedule A hereto, Purchaser will (i) register as required in the United States Patent and Trademark Office to reflect any such changed or supplemental use, (ii) retain the present uses as shown under “Goods” in Schedule A in any revised or subsequent trademark registrations for the Product, and (iii) retain and preserve all trademarks for the Product (and all uses therefor) existing as of the Closing Date. (g) If Purchaser intends to use, manufacture, distribute or sell the Product in the form of a stereoisomer or other derivative other than the formulation heretofore manufactured and sold by Seller under the name “INVERSINE,” Purchaser shall notify Seller not less than six (6) months prior to such proposed use, manufacture, distribution or sale.

Further Covenants. Until all Royalty Payments have been paid in full (together with any interest or liquidated damages payable as provided in Section 2.5): (a) The Purchaser Borrower agrees that the Borrower will notify Seller in writing thirty (30not compound or release the Hypothecated Assets nor do anything whereby the recovery of the same may be impeded, delayed or prevented without the consent of RCFL and further agrees to keep proper books of account of its business(es) days in advance and will at all times as and when required produce such books of any change in account and all vouchers, papers and documents relating thereto for the location inspection of RCFL and any of its executive offices officers or places of businessagents and allow free access to them without any demur. (b) The purchaser Borrower shall carefully keep and require it Affiliates preserve all the documents, papers and sublicensees vouchers in connection with or relating to keep complete or which are likely to prove the Hypothecated Assets or any part thereof and accurate books will at any time when required to do so, produce such documents, papers and records vouchers for the inspection of all sales RCFL and take such steps for the recovery thereof as RCFL may direct, failing which RCFL is hereby empowered without any consent of the Product Borrower to take all or any such steps by itself in the name of and all other matters on behalf of and transactions relating to at the Product cost and the Acquired Assets, in accordance with generally accepted accounting practices consistently applied, including without limitation records expenses of the volume of unit salesBorrower. For this purpose, the prices in effect, from time Lender will be acting as Borrower's pure agent to time, the revenue derived from sales of the Product and all other information used incur such expenditure or necessary to be used in computing Net Sales and Royalty Payments. Seller shall have the right, without charge and at Seller’s expense, through a certified public accountant or like person reasonably acceptable to Purchaser, to examine and audit all books and records relating to the Product or the Acquired Assets during regular business hours, subject to customary confidentiality protections; provided, however, that such examination and audit shall not take place more often than once a year. In addition, the Purchaser will furnish Seller any information regarding its business affairs and financial condition within a reasonable time after written request thereforcosts. (c) The Purchaser Borrower shall allow RCFL or its authorized agent to take inspection of Hypothecated Assets of all records and will give immediate written notice produce such evidence as RCFL may require as to Seller the cost and value of any litigation or proceeding in which Purchaser is a party that might materially such Hypothecated Assets and adversely affect the Product or Acquired Assets. Purchaser’s rights in the Product or Acquired Assets, or Purchaser’s financial condition, property or business. (d) The Purchaser will not mortgage, pledge, grant or permit to exist a lien, lease, pledge, change or security interest upon it shall be lawful for RCFL at any of the Acquired Assets or the Developments, except for liens time and security interests in favor of Seller. (e) At the time each Royalty Payment is due, Purchaser shall furnish to Seller a statement, certified as true and correct by its chief executive officer, which statement shall demonstrate in detail how the amount of the Royalty Payment has been calculated (“Payment Statement”). Without limiting the generality of the foregoing, each payment Statement shall contain the following information: total sales volume of Inversine® in the United States during the applicable Payment Year, the unit price for Inversine® in effect in the United States from time to time during the continuance of this Security to appoint and employ at the expense of the Borrower in all respects and either temporary or for such Payment Year; itemization periods as RCFL shall think fit a person or persons or firm or company to inspect and value on behalf of all taxes RCFL the Hypothecated Assets and duties taken into account the Borrower shall pay to RCFL on demand the fees or other remuneration payable to any such person firm or company and the cost, charges and expenses of and incidental to such valuation together with Taxes, if any(RCFL's statement therefore being conclusive in calculating Net Sales; that behalf) and itemized details of all rebates and returns with respect to Inversine® in the United States during such Payment Year. All such information default RCFL shall be presented in accordance with generally accepted accounting practices consistently appliedat liberty to debit the amount thereof to the respective Account of the Borrower. Any such valuation shall be conclusive against the Borrower. For this purpose, Lender will be acting as Borrower's pure agent to incur such expenditure or costs. (d) If so required by RCFL, the Borrower shall cause to be displayed on the Hypothecated Assets, sign boards prominently indicating that the Hypothecated Assets are hypothecated to RCFL; the sign boards to be displayed in such manner and form as may be required by RCFL. e) The Borrower hereby declares that the Hypothecated Assets and all documents relating to the Hypothecated Assets shall be held in trust by them for RCFL. f) The Purchaser will not materially alter Borrower shall ensure that no charge or encumbrance is created on Hypothecated Assets or any of them and that nothing is done that may adversely affect the use Security created hereby on the Hypothecated Assets in favour of any Trademark or use any Trademark in association RCFL. g) The Borrower undertakes to comply with any drugall the rules, productlaws and regulations relating to the possession, item or service other than the Product. If the Purchaser desires to change or supplement the operation and use of the Product Car as may be applicable from time to time and assumes all risks and liabilities arising from or pertaining to the possession, operation or use of the Car. h) The Borrower does hereby further covenant with RCFL that the Car shall not be used either by himself or by his servants or agents for any form of smuggling, transport of goods, articles, persons etc. or be employed for carrying hazardous waste, drugs or any other psychotropic and banned substances, etc. in contravention of any of the provisions of the Acts of Central and State Legislatures relating to Forest, Excise, Sales Tax, Customs, Prohibition, Opium, Railway property unlawful possession, Gold Control etc. and the Car shall not be adapted, altered or fitted for the purpose of concealing such goods, articles or persons. The Borrower shall not engage the Car in any unlawful or illegal activity and the Borrower shall be responsible for any damage or loss sustained by RCFL directly or indirectly, in respect of the Car, as result of such wrongful or unlawful use. i) In consideration of the said Loan, the Borrower has agreed to sign/signed and executed various forms specified under Motor Vehicles Act, 1988 and rules (hereinafter called the “Goods” in Schedule A hereto, Purchaser will (iRTO Forms”) register as required to enable RCFL to utilize them for the purpose of sale and/or transfer of Car(s) in the United States Patent name of any purchaser/transferee/third party to the choice of RCFL and/or to transfer the registration certificate from one state to another state. On an occurrence of Event of Default the Borrower hereby irrevocably authorizes RCFL to fill in, all the details in the RTO Forms, with the name of purchaser/transferee/third party, of RCFL's choice and Trademark Office to reflect any use such changed or supplemental use, (ii) retain RTO Forms and apply before the present uses as shown under “Goods” concerned registering authority for transfer the Car in Schedule A in any revised or subsequent trademark registrations for the Product, and (iii) retain and preserve all trademarks for the Product (and all uses therefor) existing as name of the Closing Datetransferee/third party as if Borrower had personally performed or executed the same .The Borrower further authorizes RCFL to do, perform and execute all acts, deeds, matters and things relating to concerning these presents as fully and effectually as if Borrower had personally performed or executed the same. The Borrower agrees to ratify and confirm all and whatsoever RCFL shall do cause to be done in or about the premises by virtue of these presents. The Borrower further agrees that the aforesaid powers have been granted for valuable consideration and as such shall be irrevocable in nature till such time as any amounts remain due owing or payable under or in respect of or in pursuance of the said Loan and/or these presents. (g) If Purchaser intends to use, manufacture, distribute or sell the Product in the form of a stereoisomer or other derivative other than the formulation heretofore manufactured and sold by Seller under the name “INVERSINE,” Purchaser shall notify Seller not less than six (6) months prior to such proposed use, manufacture, distribution or sale.

Further Covenants. Until all Royalty Payments have been paid in full (together with any interest or liquidated damages payable as provided in Section 2.5): (a) The Purchaser Borrower agrees that the Borrower will notify Seller in writing thirty (30not compound or release any of the said Hypothecated Assets nor do anything whereby the recovery of the same may be impeded, delayed or prevented without the consent of RCFPL and further agrees to keep proper Books of Account of his business(es) days in advance and will at all times as and when required produce such Books of any change in Account and all vouchers, papers and documents relating thereto for the location inspection of RCFPL and any of its executive offices officers or places of businessagents and allow free access to them without any demur. (b) The purchaser Borrower shall carefully keep and require it Affiliates preserve all the documents, papers and sublicensees vouchers in connection with or relating to keep complete or which are likely to prove the Hypothecated Assets or any part thereof and accurate books will at any time when required to do so, produce such documents, papers and records vouchers for the inspection of all sales RCFPL and take such steps for the recovery thereof as RCFPL may direct, failing which RCFPL is hereby empowered without any consent of the Product Borrower to take all or any such steps by itself in the name of and all other matters on behalf of and transactions relating to at the Product cost and the Acquired Assets, in accordance with generally accepted accounting practices consistently applied, including without limitation records expenses of the volume of unit sales, the prices in effect, from time to time, the revenue derived from sales of the Product and all other information used or necessary to be used in computing Net Sales and Royalty Payments. Seller shall have the right, without charge and at Seller’s expense, through a certified public accountant or like person reasonably acceptable to Purchaser, to examine and audit all books and records relating to the Product or the Acquired Assets during regular business hours, subject to customary confidentiality protections; provided, however, that such examination and audit shall not take place more often than once a year. In addition, the Purchaser will furnish Seller any information regarding its business affairs and financial condition within a reasonable time after written request thereforBorrower. (c) The Purchaser Borrower shall allow RCFPL or its authorized agent to take inspection of such Hypothecated Assets of all records and will give immediate written notice produce such evidence as RCFPL may require as to Seller the cost and value of any litigation or proceeding in which Purchaser is a party that might materially such Hypothecated Assets and adversely affect the Product or Acquired Assets. Purchaser’s rights in the Product or Acquired Assets, or Purchaser’s financial condition, property or business. (d) The Purchaser will not mortgage, pledge, grant or permit to exist a lien, lease, pledge, change or security interest upon it shall be lawful for RCFPL at any of the Acquired Assets or the Developments, except for liens time and security interests in favor of Seller. (e) At the time each Royalty Payment is due, Purchaser shall furnish to Seller a statement, certified as true and correct by its chief executive officer, which statement shall demonstrate in detail how the amount of the Royalty Payment has been calculated (“Payment Statement”). Without limiting the generality of the foregoing, each payment Statement shall contain the following information: total sales volume of Inversine® in the United States during the applicable Payment Year, the unit price for Inversine® in effect in the United States from time to time during the continuance of this security to appoint and employ at the expense of the Borrower in all respects and either temporary or for such Payment Year; itemization periods as RCFPL shall think fit a person or persons or firm or Company to inspect and value on behalf of RCFPL all taxes or any of the Hypothecated Assets and duties taken into account the Borrower shall pay to RCFPL on demand the fees or other remuneration payable to any such person firm or Company and the cost, charges and expenses of and incidental to such valuation (RCFPL's statement therefore being conclusive in calculating Net Sales; that behalf) and itemized details of all rebates and returns with respect to Inversine® in the United States during such Payment Year. All such information default RCFPL shall be presented in accordance with generally accepted accounting practices consistently appliedat liberty to debit the amount thereof to the respective Account of the Borrower. Any such valuation shall be conclusive against the Borrower. (d) If so required by RCFPL, the Borrower shall cause to be displayed on the Hypothecated Assets, sign boards prominently indicating that the Hypothecated Assets is/are hypothecated to RCFPL; the sign boards to be displayed in such manner and form as may be required by RCFPL. e) The Borrower hereby declares that all the Hypothecated Assets and all documents relating to the Hypothecated Assets shall be held in trust by him for RCFPL. f) The Purchaser will not materially alter Borrower shall ensure that no charge or encumbrance is created on Hypothecated Assets or any of them and that nothing is done that may adversely affect the use security created hereby on the Hypothecated Assets in favour of RCFPL. g) Notwithstanding anything herein contained, RCFPL shall have a lien over all the assets of the Borrower in RCFPL's control and a right of set off against any Trademark or use any Trademark in association monies due from the Borrower to RCFPL and to combine all accounts of the Borrower for recovery of RCFPL's dues. h) Where the Hypothecated Asset(s) is a Vehicle, the Borrower undertakes to comply with any drugall the rules, productlaws and regulations relating to the possession, item or service other than the Product. If the Purchaser desires to change or supplement the operation and use of the Product motor vehicle as may be applicable from time to time and assumes all risks and liabilities arising from or pertaining to the possession, operation or use of the motor vehicle. The Borrower doth hereby agree to indemnify and keeps indemnified and hold safe and harmless RCFPL from and covenants and undertakes to defend RCFPL against any and all claims, costs, expenses, damages and liabilities whether civil or criminal, of any nature whatsoever, arising from or pertaining to the use, possession, operation or transportation of the motor vehicle as also against any damage or loss (whether monetary or otherwise) caused to RCFPL due to the destruction of or any damage to the motor vehicle. i) The Borrower does hereby further covenant with RCFPL that the motor vehicle shall not be used either by himself or by his servants or agents for any form of smuggling, transport of goods, articles, persons etc. in contravention of any of the provisions of the Acts of Central and State Legislatures relating to Forest, Excise, Sales Tax, Customs, Prohibition, Opium, Railway property unlawful possession, Gold Control etc. And the motor vehicle shall not be adapted, altered or fitted for the purpose of concealing such goods, articles or persons. The Borrower shall not engage the motor vehicle in any unlawful or illegal activity and the Borrower shall be responsible for any damage or loss sustained by RCFPL directly or indirectly, in respect of the vehicle, as result of such wrongful or unlawful use. j) The Borrower doth hereby further covenant with RCFPL that under no circumstance, will the motor vehicle be employed/used for carrying hazardous waste, drugs or any other psychotropic and banned substances. The Borrower hereby agrees to totally indemnify and keep indemnified RCFPL from any and all consequences of such employment/use. k) In consideration of the said Loan, the Borrower has agreed to sign/signed and executed various forms specified under Motor Vehicles Act and rules (hereinafter called the “Goods” in Schedule A hereto, Purchaser will (iRTO form”) register as required to enable RCFPL to utilize them for the purpose of sale and/or transfer of Vehicles in the United States Patent name of any purchaser/transferee/third party to the choice of RCFPL and/or to transfer the Registration certificate from one State to another State. On an occurrence of Event of Default the Borrower hereby irrevocably authorizes RCFPL to fill in, all the details in the RTO Form, with the name of purchaser/transferee/third party, of RCFPL`s choice and Trademark Office to reflect any use such changed or supplemental use, (ii) retain RTO Form and apply before the present uses as shown under “Goods” concerned Registering Authority for transfer the Vehicle in Schedule A in any revised or subsequent trademark registrations for the Product, and (iii) retain and preserve all trademarks for the Product (and all uses therefor) existing as name of the Closing Datetransferee/ third Party as if Borrower had personally performed or executed the same. The Borrower further authorizes RCFPL to do, perform and execute all acts, deeds, matters and things relating to concerning these presents as fully and effectually as if Borrower had personally performed or executed the same. The Borrower agrees to ratify and confirm all and whatsoever RCFPL shall do cause to be done to the Vehicle by virtue of these presents. The Borrower further agrees that the aforesaid powers have been granted for valuable consideration and as such shall be irrevocable in nature till such time as any amounts remain due owing or payable under or in respect of or in pursuance of the said Loan and/or these presents. (g) If Purchaser intends to use, manufacture, distribute or sell the Product in the form of a stereoisomer or other derivative other than the formulation heretofore manufactured and sold by Seller under the name “INVERSINE,” Purchaser shall notify Seller not less than six (6) months prior to such proposed use, manufacture, distribution or sale.