Common use of Mergers; Consolidations; Asset Sales Clause in Contracts

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (ii), (iii) sales and dispositions to Loan Parties, (iv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (v) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vi) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) or 7.10, (vii) sales or issuances of equity interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan Parties, (xi) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Mergers; Consolidations; Asset Sales. (a) Not Not, and not permit any other Loan Party to, be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interestsassets, or sell or assign with or without recourse any receivables, receivables except for (i) sales of inventory in the ordinary course of business for at least fair market valuesales, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or Equity Interests owned by any Subsidiary or (B) sales of inventory described in clause (i) aboveLoan Party, the Property, the Hormone Program and the Zydax Product) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of does not exceed $*** in any Fiscal Year does not exceed and $250,000 with respect to sales and dispositions made pursuant to this clause *** in any period of three consecutive Fiscal Years, (ii), (iii) sales and dispositions to Loan Parties, (iviii) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (viv) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (viv) Liens expressly permitted under Section 7.2 8.2 and transactions expressly permitted by Section 7.4(a8.4(a) or 7.108.10, (vii) sales or issuances of equity interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ixvi) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrowerthe Loan Parties, are not material to the conduct of the business of the Loan Parties, (xvii) a cancellation of any intercompany Debt among the Loan Parties, (xiviii) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xiiix) sales and dispositions among Subsidiaries of BorrowerLoan Parties, and (xiiix) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) Not, and not permit any other Loan Party to (a) issue any Equity Interests if a Change of Control (other than a Permitted Transfer or an Initial Public Offering) would result from such issuance, or (b) issue any Disqualified Equity Interests.

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of Division, merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any Division, amalgamation or any other form of merger or consolidation, unless either (i) a Loan Party merges into another Loan Party or such Loan Party or Borrower is the surviving entity of such merger or consolidation or (ii) as agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey convey, lease or lease license any of its real or personal property assets or equity interests, or sell or assign with or without recourse any receivablesEquity Interests, except for (i) sales of inventory Inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and (iii) any other sales and dispositions of assets (excluding (A) any equity interests Equity Interests of Borrower or any Subsidiary or (B) sales of inventory Inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of BorrowerBoard) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (iiiii), (iiiiv) sales and dispositions to Loan Parties, (ivv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (vvi) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vivii) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(aclause (a) or Section 7.10, (viiviii) sales or issuances of equity interests Equity Interests by Borrower, (viiiix) issuances of equity interests Equity Interests by any Loan Party to any other Loan Party, (ixx) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (xxi) a cancellation of any intercompany Debt among the Loan Parties, (xixii) a disposition which constitutes an insured event or pursuant to a condemnation, expropriation, “eminent domain” or similar proceeding, (xiixiii) sales and dispositions among Subsidiaries of BorrowerLoan Parties, and (xiiixiv) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NONNotwithstanding anything set forth in any Loan Document to the contrary, Borrower shall not consummate any Disposition in relation to Acer-001 and/or Osanetant without the prior written consent of Agent in its sole discretion. (c) Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed (i) in the ordinary course of a Loan Party’s business, (ii) on an arms-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONlength basis and (iii) prior to the occurrence of an Event of Default.

Mergers; Consolidations; Asset Sales. (a) Not Not, and not permit any other Loan Party to, be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretionexcept for (i) any such merger, nor permit consolidation, liquidation or voluntary dissolution of any other Loan Party to be a party to any amalgamation Subsidiary into Borrower or any other form of domestic Wholly-Owned Subsidiary, (ii) any such merger or consolidation, unless agreed consolidation to by Agent in its reasonable discretioneffect a Holdings Transaction and (iii) any such merger or consolidation to effect an Acquisition permitted hereunder. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) aboveSubsidiary) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause 500,000; (ii)) sales, licenses or leases of intellectual property in the ordinary course of business; (iii) sales and dispositions to Loan Partiesobsolete property disposed of in the ordinary course of its business, (iv) leases, licenses, subleases and sublicenses entered into the sale or other transfer of Inventory in the ordinary course of business, (v) sales and exchanges the discount, settlement or write off of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vi) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) accounts receivable or 7.10, (vii) sales or issuances of equity interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ix) dispositions overdue accounts receivable for collection in the ordinary course of business consisting business, (vi) the sale or other disposition of Cash Equivalents and other Investments permitted under Section 7.11 (other than Investments in Subsidiaries), (vii) the abandonment termination, surrender or sublease of intellectual property rights which, a real estate lease of a Loan Party in the reasonable good faith determination ordinary course of Borrower, are not material to the conduct of the business of the Loan Partiesbusiness, (xviii) a the cancellation of any intercompany Debt among indebtedness (other than amounts owed by a non-Wholly-Owned Subsidiary to the Loan Parties, Borrower or any Wholly-Owned Subsidiary) or (xiix) a disposition which constitutes an insured event or transfers of assets pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONSection 7.11(h).

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole reasonable discretion, nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion; except (i) for the RedPath Acquisition; (ii) for transactions in connection with the exercise of the option permitted under Section 7.10(n), and (iii) that Borrower may, and may permit any Immaterial Subsidiary to, terminate, dissolve or wind up, including through merger or consolidation. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out worn‑out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 1,000,000 with respect to sales and dispositions made pursuant to this clause (ii), (iii) sales and dispositions to among Loan Parties, (iv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (v) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vi) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) or 7.10, (vii) sales or issuances of equity interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan Parties, (xi) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONexchanged and (xiv) sales, forgiveness or discounting, on a non‑recourse basis and in the ordinary course of business, of past due accounts in connection with the collection or compromise thereof or the settlement of delinquent accounts or in connection with the bankruptcy or reorganization of suppliers or customers. (c) Irrespective of any provision in this Agreement or the Guarantee and Collateral Agreement, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed in the normal course of Borrower’s business.

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of merger or consolidation, unless agreed Borrower’s Obligations under this Agreement are Paid in Full upon the consummation of such transaction or Agent gives written consent, which consent shall not be unreasonably withheld, to the assumption of Borrower’s Obligations by Agent in its sole discretion, nor permit any other Loan Party to be a the party or Affiliates of the party to any amalgamation or any other form such transaction upon the consummation of merger or consolidation, unless agreed to by Agent in its reasonable discretionsuch transaction. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interestsownership interests in such assets, or sell or assign with or without recourse any receivables, unless in each case Borrower’s obligations under this Agreement are Paid in Full upon the consummation of such Transaction or Agent gives written consent (in its sole discretion) to the assumption of Borrower’s Obligations by the Person or Affiliate of the Person party to such transaction upon the consummation of such transaction, except for (i) sales of inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (ii), (iii) sales and dispositions to Loan Parties, (iv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (v) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vi) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) or 7.10, (vii) sales or issuances of equity interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan Parties, (xi) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Mergers; Consolidations; Asset Sales. (a) Not Not, and not permit any other Loan Party to, be a party to any amalgamation merger or consolidation or liquidation, except for (i) any such merger or consolidation or liquidation of any Subsidiary into Borrower or any other form Wholly-Owned Domestic Subsidiary of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit Borrower and (ii) Permitted Acquisitions and (iii) any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretionConsolidation Transaction. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interests, or sell or assign with or without recourse any receivables, except for for: (i) sales of inventory in the ordinary course of business for at least fair market value, business; (ii) transferssales, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales transfers and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) aboveSubsidiary) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (ii), 1,000,000; (iii) sales the use of cash or Cash Equivalents in a manner not prohibited by the Loan Documents and dispositions to Loan Parties, the making of Investments otherwise permitted hereunder; (iv) leases, licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering with the business of the Loan Parties; (v) sales, forgiveness or discounting, on a non-recourse basis and sublicenses entered into in the ordinary course of business, (v) sales and exchanges of Cash Equivalent Investments to past due accounts in connection with the extent otherwise permitted hereunder, collection or compromise thereof or the settlement of delinquent accounts or in connection with the bankruptcy or reorganization of suppliers or customers; (vi) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) the lapse, abandonment or 7.10other dispositions of intellectual property that is, in the reasonable good faith judgment of a Loan Party, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of the Loan Parties or any of their Subsidiaries; (vii) sales sales, licenses or issuances leases of equity interests by Borrower, intellectual property in the ordinary course of business; and (viii) issuances dispositions resulting from any casualty or property or condemnation proceedings or events, provided the proceeds thereof are applied in accordance with the terms of equity interests this Agreement, as applicable. (ix) dispositions of worn out, surplus or uneconomical assets; (x) sales, transfers, leases or other dispositions by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan Parties, ; (xi) a disposition which constitutes an insured event or pursuant to a condemnationthe granting of Permitted Liens, “eminent domain” or similar proceeding, the making of Restricted Payments permitted under Section 7.4 and the making of Investments permitted under Section 7.11; (xii) sales and dispositions among Subsidiaries the voluntary termination of Borrower, and any Hedging Obligations; (xiii) exchanges cancellation of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has intercompany indebtedness owing by a value equal to Loan Party; and (xiv) Dispositions or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONtransactions permitted in clause (a) above.

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of Division, merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any Division, amalgamation or any other form of merger or consolidation, unless either (i) a Loan Party merges into another Loan Party or such Loan Party or Borrower is the surviving entity of such merger or consolidation or (ii) as agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey convey, lease or lease license any of its real or personal property assets or equity interests, or sell or assign with or without recourse any receivablesEquity Interests, except for (i) sales of inventory Inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and (iii) any other sales and dispositions of assets (excluding (A) any equity interests Equity Interests of Borrower or any Subsidiary or (B) sales of inventory Inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of BorrowerBoard) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (iiiii), (iiiiv) sales and dispositions to Loan Parties, (ivv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (vvi) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vivii) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(aclause (a) or Section 7.10, (vii) sales or issuances of equity interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan Parties, (xi) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.,

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interestsEquity Interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (ii), (iii) sales and dispositions to Loan Parties, (iv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (v) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vi) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) or 7.10, (vii) sales or issuances of equity interests Equity Interests by Borrower, (viii) issuances of equity interests Equity Interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan Parties, (xi) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON[Solsys Medical] A&R Credit Agreement (c) Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed (i) in the normal course of a Loan Party’s business, (ii) on an arms-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONlength basis and (iii) prior to an Event of Default (“Permitted Licenses”).

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, other than with and into another Loan Party, unless agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its real or personal property assets or equity interests, or sell or assign with or without recourse any receivablesEquity Interests, except for (i) sales of inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (ii)business, (iii) sales and dispositions to Loan Parties, (iv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (v) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vi) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) or 7.10, (vii) sales or issuances of equity interests Equity Interests by Borrower, (viii) issuances of equity interests Equity Interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan Parties, (xi) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON, (xiv) the wind down, liquidation or other disposition of all or substantially all of the assets of or Equity Interests in Keystone Dental Europe, a French société par actions simplifiée, (xv) the Renova Disposition and (xvi) any other sales and dispositions of assets (excluding (A) any Equity Interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (xvi). (c) Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed (i) in the ordinary course of a Loan Party’s business, (ii) on an arms-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONlength basis and (iii) prior to the occurrence and continuance of an Event of Default.

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of merger or consolidation, unless agreed Borrower’s Obligations under this Agreement are Paid in Full upon the consummation of such transaction or Agent gives written consent, which consent shall not be unreasonably withheld, to the assumption of Borrower’s Obligations by Agent in its sole discretion, nor permit any other Loan Party to be a the party or Affiliates of the party to any amalgamation or any other form such transaction upon the consummation of merger or consolidation, unless agreed to by Agent in its reasonable discretionsuch transaction. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interestsownership interests in such assets, or sell or assign with or without recourse any receivables, unless in each case Borrower’s obligations under this Agreement are Paid in Full upon the consummation of such Transaction or Agent gives written consent (in its sole discretion) to the assumption of Borrower’s Obligations by the Person or Affiliate of the Person party to such transaction upon the consummation of such transaction, except for (i) sales of inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 *** with respect to sales and dispositions made pursuant to this clause (ii), (iii) sales and dispositions to Loan Parties, (iv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (v) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vi) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) or 7.10, (vii) sales or issuances of equity interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan Parties, (xi) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Mergers; Consolidations; Asset Sales. (a) Not Not, and not permit any other Note Party or Subsidiary to, be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit except for (i) any other Loan Party to be a party to such merger or consolidation of any amalgamation Subsidiary with and into the Companies or any other form Wholly-Owned Domestic Subsidiary or of merger or consolidation, unless agreed to by Agent in its reasonable discretionany Foreign Subsidiary with another Foreign Subsidiary and (ii) Permitted Acquisitions. (b) Not, and not permit any other Loan Note Party or Subsidiary to, sell, transfer, dispose of, convey or lease any of its assets or (including equity interestsinterests owned by it), or sell or assign with or without recourse any receivables, except for for: (i) sales of inventory in the ordinary course of business for at least fair market value, business; (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower the Companies or any Subsidiary or (B) sales of inventory described in clause (i) aboveSubsidiary) for at least fair market value (as determined by the Board board of Directors directors (or similar governing body, including the manager of Borrowera manager managed limited liability company) of the Companies) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (ii), 550,000; (iii) sales the use of cash or Cash Equivalent Investments in a manner not prohibited by the Investment Documents and dispositions to Loan Parties, the making of Investments otherwise permitted hereunder; (iv) leases, non-exclusive licenses, sublicenses, leases or subleases and sublicenses entered into granted between Note Parties or to third parties in the ordinary course of business, business not interfering with the business of the Note Parties; (v) sales and exchanges the lapse, abandonment or other dispositions of Cash Equivalent Investments intellectual property that is, in the reasonable good faith judgment of a Note Party, no longer economically practicable or commercially desirable to maintain or useful in the extent otherwise permitted hereunder, conduct of the business of the Note Parties or any of their Subsidiaries; (vi) Liens expressly permitted under Section 7.2 dispositions resulting from casualty events, provided the proceeds thereof are applied in accordance with the terms of this Agreement, as applicable, and transactions expressly permitted by Section 7.4(a) abandonment or 7.10, similar disposition of non-saleable damaged property; (vii) sales or issuances of equity interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights whichobsolete or worn-out equipment, raw materials and inventory, in the reasonable good faith determination of Borrowereach case, are not material to the conduct of no longer used or useful in the business of any Note Party; (viii) the Loan Parties, sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (ix) the granting of Permitted Liens; (x) a cancellation any involuntary condemnation, seizure or taking, by exercise of any intercompany Debt among the Loan Partiespower of eminent domain or otherwise, or confiscation or requisition of use of property; (xi) a disposition which constitutes an insured event (A) the surrender or pursuant termination of contractual rights in the ordinary course of business and subject to a condemnationthe exercise of reasonable business judgment of such Note Party or Subsidiary or (B) the settlement, “eminent domain” release, termination, waiver, release or similar proceedingsurrender of any contract, tort or other litigation claims in the ordinary course of business and subject to the exercise of reasonable business judgment of such Note Party or Subsidiary; and (xii) sales the granting or sale of franchises and dispositions among Subsidiaries any disposition or transfers of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar interests ancillary to the equipment being exchanged and that has a value equal to Companies’ franchising or greater than related business activities in the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONordinary course of business.

Mergers; Consolidations; Asset Sales. (a) Not Not, and not permit any other Note Party or Subsidiary to, be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit except for (i) any other Loan Party to be a party to such merger or consolidation of any amalgamation Subsidiary with and into the Companies or any other form Wholly-Owned Domestic Subsidiary or of merger or consolidation, unless agreed to by Agent in its reasonable discretionany Foreign Subsidiary with another Foreign Subsidiary and (ii) Permitted Acquisitions. (b) Not, and not permit any other Loan Note Party or Subsidiary to, sell, transfer, dispose of, convey or lease any of its assets or (including equity interestsinterests owned by it), or sell or assign with or without recourse any receivables, except for for: (i) sales of inventory in the ordinary course of business for at least fair market value, business; (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower the Companies or any Subsidiary or (B) sales of inventory described in clause (i) aboveSubsidiary) for at least fair market value (as determined by the Board board of Directors directors (or similar governing body, including the manager of Borrowera manager managed limited liability company) of the Companies) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (ii), 600,000; (iii) sales the use of cash or Cash Equivalent Investments in a manner not prohibited by the Investment Documents and dispositions to Loan Parties, the making of Investments otherwise permitted hereunder; (iv) leases, non-exclusive licenses, sublicenses, leases or subleases and sublicenses entered into granted between Note Parties or to third parties in the ordinary course of business, business not interfering with the business of the Note Parties; (v) sales and exchanges the lapse, abandonment or other dispositions of Cash Equivalent Investments intellectual property that is, in the reasonable good faith judgment of a Note Party, no longer economically practicable or commercially desirable to maintain or useful in the extent otherwise permitted hereunder, conduct of the business of the Note Parties or any of their Subsidiaries; (vi) Liens expressly permitted under Section 7.2 dispositions resulting from casualty events, provided the proceeds thereof are applied in accordance with the terms of this Agreement, as applicable, and transactions expressly permitted by Section 7.4(a) abandonment or 7.10, similar disposition of non-saleable damaged property; (vii) sales or issuances of equity interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights whichobsolete or worn-out equipment, raw materials and inventory, in the reasonable good faith determination of Borrowereach case, are not material to the conduct of no longer used or useful in the business of any Note Party; (viii) the Loan Parties, sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (ix) the granting of Permitted Liens; (x) a cancellation any involuntary condemnation, seizure or taking, by exercise of any intercompany Debt among the Loan Partiespower of eminent domain or otherwise, or confiscation or requisition of use of property; and (xi) a disposition which constitutes an insured event (A) the surrender or pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales termination of contractual rights in the ordinary course of business and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar subject to the equipment being exchanged exercise of reasonable business judgment of such Note Party or Subsidiary or (B) the settlement, release, termination, waiver, release or surrender of any contract, tort or other litigation claims in the ordinary course of business and that has a value equal subject to the exercise of reasonable business judgment of such Note Party or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONSubsidiary.

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of Division, merger or consolidation, unless agreed consented to by Agent in its sole discretion(such consent not to be unreasonably withheld, conditioned or delayed), nor permit any other Loan Party to be a party to any Division, amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey convey, lease or lease license any of its real or personal property assets or equity interests, or sell or assign with or without recourse any receivablesEquity Interests, except for (i) sales of inventory Inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and (iii) any other sales and dispositions of assets (excluding (A) any equity interests Equity Interests of Borrower or any Subsidiary or (B) sales of inventory Inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of BorrowerBoard) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 750,000 with respect to sales and dispositions made pursuant to this clause (iiiii), (iiiiv) sales and dispositions to Loan Parties, (ivv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (vvi) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vivii) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(aclause (a) or Section 7.10, (viiviii) sales or issuances of equity interests Equity Interests by Borrower, (viiiix) issuances of equity interests Equity Interests by any Loan Party to any other Loan Party, (ixx) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (xxi) a cancellation of any intercompany Debt among the Loan Parties, (xixii) a disposition which constitutes an insured event or pursuant to a condemnation, expropriation, “eminent domain” or similar proceeding, (xiixiii) sales and dispositions among Subsidiaries of Borrower, and (xiiixiv) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NONexchanged and (xv) other sales and dispositions of assets consented to by Agent (such consent not to be unreasonably withheld, conditioned or delayed). (c) Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed (i) in the ordinary course of a Loan Party’s business, (ii) on an arms-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONlength basis and (iii) prior to the occurrence of an Event of Default.

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interestsEquity Interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (ii), (iii) sales and dispositions to Loan Parties, (iv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (v) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vi) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) or 7.10, (vii) sales or issuances of equity interests Equity Interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan Parties, (xi) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON. (c) Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed (i) in the normal course of a Loan Party’s business, (ii) on an arms-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONlength basis and (iii) prior to an Event of Default.

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey convey, lease or lease license any of its real or personal property assets relating to the FC2 Product or equity interests, or sell or assign with or without recourse Equity Interests of any receivablesof its Subsidiaries, except for (i) sales of FC2 Product inventory in the ordinary course of business for at least fair market valuebusiness, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and (iii) any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (iiiii), (iiiiv) sales and dispositions to Loan Parties[reserved], (ivv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (vvi) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vivii) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(aclause (a) or Section 7.10, (viiviii) sales or issuances of equity interests Equity Interests by Borrower, (viiiix) issuances of equity interests by any Loan Party to any other Loan Party[reserved], (ixx) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan PartiesBorrower, (xi) [reserved], (xii) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NONFor the avoidance of doubt, the foregoing provisions of this Section 7.4(a) shall not restrict or limit any sale, transfer or other disposition of any assets of the Borrower and its Subsidiaries which are not related to the FC2 Business. (b) Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of FC2 Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed (i) in the ordinary course of Borrower’s business, (ii) on an arms-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONlength basis and (iii) so long as no Event of Default has occurred and is continuing.

Mergers; Consolidations; Asset Sales. (a) Not Not, and not permit any other Loan Party to, be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interestsassets, or sell or assign with or without recourse any receivables, receivables except for (i) sales of inventory in the ordinary course of business for at least fair market valuesales, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or Equity Interests owned by any Subsidiary or (B) sales of inventory described in clause (i) aboveLoan Party, the Property, the Hormone Program and the Zydax Product) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause *** (ii), (iii) sales and dispositions to Loan Parties, (iviii) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (viv) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (viv) Liens expressly permitted under Section 7.2 8.2 and transactions expressly permitted by Section 7.4(a8.4(a) or 7.108.10, (vii) sales or issuances of equity interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ixvi) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrowerthe Loan Parties, are not material to the conduct of the business of the Loan Parties, (xvii) a cancellation of any intercompany Debt among the Loan Parties, (xiviii) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xiiix) sales and dispositions among Subsidiaries of BorrowerLoan Parties, and (xiiix) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) Not, and not permit any other Loan Party to (a) issue any Equity Interests if a Change of Control (other than a Permitted Transfer or an Initial Public Offering) would result from such issuance, or (b) issue any Disqualified Equity Interests.

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of Division, merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any Division, amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey convey, lease or lease license any of its real or personal property assets or equity interests, or sell or assign with or without recourse any receivablesEquity Interests, except for (i) sales of inventory Inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and (iii) at all times subject to Section 2.8.1(c), any other sales and dispositions of assets (excluding (A) any equity interests Equity Interests of Borrower or any Subsidiary or (B) sales of inventory Inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (iiBoard), (iiiiv) sales and dispositions to Loan Parties, (ivv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (vvi) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vivii) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(aclause (a) or Section 7.10, (viiviii) sales or issuances of equity interests Equity Interests by BorrowerBxxxxxxx, (viiiix) issuances of equity interests Equity Interests by any Loan Party to any other Loan Party, (ixx) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (xxi) a cancellation of any intercompany Debt among the Loan Parties, (xixii) a disposition which constitutes an insured event or pursuant to a condemnation, expropriation, “eminent domain” or similar proceeding, (xiixiii) sales and dispositions among Subsidiaries of Borrower, and (xiiixiv) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON. (c) Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with (a) licenses of patent rights granted by Elutia Med LLC to CorMatrix pursuant to the Cross License Agreement, or (b) the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed (i) in the ordinary course of a Loan Party’s business, (ii) on an arms-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONlength basis and (iii) prior to the occurrence of an Event of Default.

Mergers; Consolidations; Asset Sales. (a) Not Not, and not permit any Subsidiary to, be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit except for any other Loan Party to be a party to merger or consolidation of any amalgamation Subsidiary into Borrower or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretionSubsidiary Guarantor. (b) Not, and not permit any other Loan Party Subsidiary to, sell, transfer, dispose of, convey or lease any of its assets or equity interestsEquity Interests, or sell or assign with or without recourse any receivables, in each case, in excess of $50,000 in the aggregate in any Fiscal Year, except for for: (i) sales of inventory in the ordinary course of business for at least fair market value, business; (ii) transferssales, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales transfers and dispositions of assets (excluding (A) any equity interests Equity Interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) aboveSubsidiary) for at least fair market value (as reasonably determined by the Board of Directors of Borrower) and for cash consideration, so long as (1) the net book aggregate value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 5,000,000 per Fiscal Year, (2) no Event of Default shall have occurred and be continuing or would result therefrom and (3) the Net Cash Proceeds thereof shall be applied to prepay the Loans in accordance with Section 2.9.2(a); (iii) the granting of Liens and the making of Investments and Restricted Payments, in each case, expressly permitted hereunder and the use of cash or Cash Equivalent Investments in a manner not prohibited by the Loan Documents; (iv) (1) entering into and terminating licenses, sublicenses, cross-licenses, leases or subleases granted to third parties, (2) any expiration of any option agreement in respect of personal property, and (3) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual or litigation claims (including in tort), in each case, with respect to sales and dispositions made transactions pursuant to this clause (iiSection 7.4(b)(iv), (iii) sales and dispositions to Loan Parties, (iv) leases, licenses, subleases and sublicenses entered into in the ordinary course of businessbusiness and not interfering with the business of the Loan Parties; (1) sales, forgiveness or discounting, on a non-recourse basis of past due accounts in connection with the collection or compromise thereof or the settlement of delinquent accounts or in connection with the bankruptcy or reorganization of suppliers or customers and (v2) sales the compromise, discounting, settlement and exchanges collection of Cash Equivalent Investments receivables, in each case, with respect to any transaction permitted by this Section 7.4(b)(v), in the extent otherwise permitted hereunderordinary course of business and not as part of a factoring arrangement, receivables financing or other similar transaction; (vi) Liens expressly permitted under dispositions resulting from any Casualty/Condemnation Event, the Net Cash Proceeds of which shall be applied to prepay the Loans in accordance with Section 7.2 and transactions expressly permitted by Section 7.4(a) or 7.10, 2.9.2(a); (vii) sales or issuances of equity interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ix) and dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights whichdamaged, obsolete, surplus or worn-out assets, scrap and replaced equipment no longer useful in the reasonable good faith determination of Borrower, are not material to the conduct operation of the business of Holdings and its Subsidiaries; (viii) the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material Owned Intellectual Property, so long as such abandonment, cancellation, non-renewal, or discontinuance would not reasonably be expected to result in a Material Adverse Effect and is consistent with the exercise of reasonable business judgment; (ix) dispositions of non-core assets, as reasonably determined by the Loan PartiesParties in good faith, acquired in connection with an Investment permitted hereunder, the Net Cash Proceeds of which shall be applied to prepay the Loans in accordance with Section 2.9.2(a); (x) a cancellation dispositions of any intercompany Debt among property to the Loan Partiesextent that (1) such property is exchanged for credit against the purchase price of similar replacement property used, useful or necessary in the business of Holdings and its Subsidiaries or (2) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (xi) a disposition which constitutes an insured event sales, transfers and dispositions of assets from any Loan Party or pursuant any Subsidiary of any Loan Party to a condemnation, “eminent domain” or similar proceeding, any Loan Party (other than Holdings); and (xii) sales sales, transfers and dispositions among Subsidiaries of BorrowerIRA 45X Credits and/or Environmental Attributes. (c) Not, and not permit any other Loan Party to, (i) transfer ownership of Owned Intellectual Property (including by way of an exclusive license) to any Person other than a Loan Party to the extent that such Intellectual Property is material to the business of Holdings and its Subsidiaries, and (xiiiii) exchanges cease to be a Loan Party if, on the date of existing equipment for new equipment that is substantially similar and after giving effect to such cessation of such Person’s status as a Loan Party, such Person would own (or hold an exclusive license with respect to) any Intellectual Property material to the equipment being exchanged business of Holdings and that has its Subsidiaries taken as a value equal whole, except where the remaining Loan Parties retain rights to or greater than use such Intellectual Property sufficient for the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONoperation of such Loan Parties’ businesses as conducted at the time.

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of Division, merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any Division, amalgamation or any other form of merger or consolidation, unless either (i) a Loan Party merges into another Loan Party or such Loan Party or Borrower is the surviving entity of such merger or consolidation or (ii) as agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey convey, lease or lease license any of its real or personal property assets or equity interests, or sell or assign with or without recourse any receivablesEquity Interests, except for (i) sales of inventory Inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and (iii) any other sales and dispositions of assets (excluding (A) any equity interests Equity Interests of Borrower or any Subsidiary or (B) sales of inventory Inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of BorrowerBoard) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (iiiii), (iiiiv) sales and dispositions to Loan Parties, (ivv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (vvi) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vivii) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(aclause (a) or Section 7.10, (viiviii) sales or issuances of equity interests Equity Interests by Borrower, (viiiix) issuances of equity interests Equity Interests by any Loan Party to any other Loan Party, (ixx) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (xxi) a cancellation of any intercompany Debt among the Loan Parties, (xixii) a disposition which constitutes an insured event or pursuant to a condemnation, expropriation, “eminent domain” or similar proceeding, (xiixiii) sales and dispositions among Subsidiaries of BorrowerLoan Parties, and (xiiixiv) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NONNotwithstanding anything set forth in any Loan Document to the contrary, Borrower shall not consummate any Disposition in relation to Acer-001 or the Product of Borrower commonly known as Osanetant without the prior written consent of Agent in its sole discretion. (c) Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed (i) in the ordinary course of a Loan Party’s business, (ii) on an arms-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONlength basis and (iii) prior to the occurrence of an Event of Default.

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of Division, merger or consolidation, unless agreed to by Agent in its sole commercially reasonable discretion, nor permit any other Loan Party to be a party to any Division, amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion. Notwithstanding the foregoing, in the event that Agent withholds its approval under this Section 7.4 for any reason, Borrower may prepay all of its obligations under this Agreement without the payment of any prepayment penalty or premium described in Section 2.8 of this Agreement and proceed with such transaction. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey convey, lease or lease license any of its real or personal property assets or equity interests, or sell or assign with or without recourse any receivablesEquity Interests, except for (i) sales of inventory Inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and (iii) any other sales and dispositions of assets (excluding (A) any equity interests Equity Interests of Borrower or any Subsidiary or (B) sales of inventory Inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (iiiii), (iiiiv) sales and dispositions to Loan Parties, (ivv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (vvi) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vivii) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(aclause (a) or Section 7.10, (viiviii) sales or issuances of equity interests Equity Interests by Borrower, (viiiix) issuances of equity interests Equity Interests by any Loan Party to any other Loan Party, (ixx) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (xxi) a cancellation of any intercompany Debt among the Loan Parties, (xixii) a disposition which constitutes an insured event or pursuant to a condemnation, expropriation, “eminent domain” or similar proceeding, (xiixiii) sales and dispositions among Subsidiaries of Borrower, and (xiiixiv) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON. (c) Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed (i) in the ordinary course of a Loan Party’s business, (ii) on an arms-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONlength basis and (iii) prior to the occurrence of an Event of Default.

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interestsEquity Interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (ii), (iii) sales and dispositions to Loan Parties, (iv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (v) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vi) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) or 7.10, (vii) sales or issuances of equity interests Equity Interests by BorrowerXxxxxxxx, (viii) issuances of equity interests Equity Interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan Parties, (xi) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON. (c) Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed (i) in the normal course of a Loan Party’s business, (ii) on an arms-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONlength basis and (iii) prior to an Event of Default (“Permitted Licenses”).

Mergers; Consolidations; Asset Sales. [SWK-Acer Therapeutics] Credit Agreement (a) Not be a party to any amalgamation or any other form of Division, merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any Division, amalgamation or any other form of merger or consolidation, unless either (i) a Loan Party merges into another Loan Party or such Loan Party or Borrower is the surviving entity of such merger or consolidation or (ii) as agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey convey, lease or lease license any of its real or personal property assets or equity interests, or sell or assign with or without recourse any receivablesEquity Interests, except for (i) sales of inventory Inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and (iii) any other sales and dispositions of assets (excluding (A) any equity interests Equity Interests of Borrower or any Subsidiary or (B) sales of inventory Inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of BorrowerBoard) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (iiiii), (iiiiv) sales and dispositions to Loan Parties, (ivv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (vvi) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vivii) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(aclause (a) or Section 7.10, (viiviii) sales or issuances of equity interests Equity Interests by Borrower, (viiiix) issuances of equity interests Equity Interests by any Loan Party to any other Loan Party, (ixx) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (xxi) a cancellation of any intercompany Debt among the Loan Parties, (xixii) a disposition which constitutes an insured event or pursuant to a condemnation, expropriation, “eminent domain” or similar proceeding, (xiixiii) sales and dispositions among Subsidiaries of BorrowerLoan Parties, and (xiiixiv) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NONNotwithstanding anything set forth in any Loan Document to the contrary, Borrower shall not consummate any Disposition in relation to Acer-001 and/or Osanetant without the prior written consent of Agent in its sole discretion. (c) Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed (i) in the ordinary course of a Loan Party’s business, (ii) on an arms-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONlength basis and (iii) prior to the occurrence of an Event of Default.

Mergers; Consolidations; Asset Sales. (a) Not be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interestsEquity Interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (ii), (iii) sales and dispositions to Loan Parties, (iv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (v) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vi) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) or 7.10, (vii) sales or issuances of equity interests Equity Interests by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan Parties, (xi) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON. (c) Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties #35074903_v10 executed (i) in the normal course of a Loan Party’s business, (ii) on an arms-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONlength basis and (iii) prior to an Event of Default.