Common use of OPERATIVE CLAUSES Clause in Contracts

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the Applications, with respect to all confracting states designated in each of the Applications, and including without limitation their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the Applications, or any Related Rights, to a third party. This Agreement and its assignment shall be recorded with the European Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state). NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and its assignment with the European Patent Office and/or national patent offices and, where required, to produce any additional documents that DRLP3 may reasonably require. NPS undertakes, upon the occurrence of an Event of Default,, subject to clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the Applications, including their Related Rights, in DRLP3 and to record such assignment with the European Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state) and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Applications with the European Patent Office (and, if relevant, the national patent offices of any relevant contracting state) and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Courts and Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom. Date July 16, 2007 Having read the above, the Parties hereby sign: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager [See attached.] THIS PATENT SECURITY AGREEMENT is made as of December 20, 2013, BETWEEN: NPS PHARMACEUTICALS, INC., a corporation existing under the laws of the State of Delaware (collectively with its successors and permitted assigns, "Debtor"), - and - DRUG ROYALTY L.P. 3, a Cayman Islands limited partnership (collectively with its successors and permitted assigns, "Secured Party").

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the ApplicationsDutch Patents, with respect to all confracting states designated in each of the Applications, and including without limitation their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement assignment under Clause 1 above is subject to the occurrence of an Event of Default. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the event that, upon the occurrence of an Event of Default, subject to clauses 2, 3 and 4, for whatever reason the assignment provided for in Clause 1 above is not valid and/or effective and/or cannot be enforced, NPS shall forfeit a penalty of Euro 1,000,000 to DRLP3 which will become due and payable immediately upon the occurrence of such Event of Default. As security for the performance of its monetary Obligations and of the obligation under clause 1 of this deed (together the "Secured Obligations") NPS as pledgor agrees to grant to DRLP3 as pledgee, and hereby so grants to DRLP3, on the Dutch Patents a right of pledge ("een pandrecht"), which right of pledge DRLP3 hereby accepts. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the ApplicationsDutch Patents, or any Related Rights, to a third party. This Agreement and its assignment shall be recorded with on the European Dutch National Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state)Register. NPS undertakes, undertakes to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and its assignment with on the European Dutch National Patent Office and/or national patent offices Register and, where required, to produce any additional documents that DRLP3 may reasonably require. In the event that NPS is in default ("verzuim"), as defined in Section 6:81 of the Dutch Civil Code, of performing one or more of the Secured Obligations, DRLP3 shall be authorised to sell the Dutch Patents or part thereof, in accordance with Section 3:248 of the Dutch Civil Code, without prejudice to DRLP3's rights under Section 3:251 (1) of the Dutch Civil Code, in order to recover the proceeds thereof. NPS shall not have the rights under Section 3:251 (1) of the Dutch Civil Code. DRLP3 does not bear the obligations referred to in Sections 3:249 and 3:252 of the Dutch Civil Code to give notice of an intended sale or to give notice following a sale, NPS undertakes, upon the occurrence of an Event of Default,, subject to clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the ApplicationsDutch Patents, including their Related Rights, in DRLP3 and to record such assignment with at the European Dutch National Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state) Register and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. NPS hereby authorizes DRLP3, and grants irrevocable power of attorney to DRLP3, to take any of the action referred to above on its behalf. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Applications with Dutch Patents at the European Dutch Patent Office (and, if relevant, the national patent offices of any relevant contracting state) and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. This Agreement is governed by and construed in accordance with the laws law of the Province of Ontario and the federal laws of Canada applicable therein, save that Clauses 5, 6 and 9 above are subject to the operation of Dutch law. All disputes arising out of or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Courts and Tribunals courts of the Province of Ontario and all courts competent to hear appeals therefrom, save that the Dutch Courts shall have exclusive jurisdiction in relation to any such disputes arising out of the operation of Clauses 5, 6 and 9 above. Date July 16, 2007 Having read the above, the Parties hereby sign: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager [See attached.] THIS PATENT SECURITY AGREEMENT is made as of December 20, 2013, BETWEEN: NPS PHARMACEUTICALS, INC., a corporation existing under the laws of the State of Delaware (collectively with its successors and permitted assigns, "Debtor"), - and - DRUG ROYALTY L.P. 3, a Cayman Islands limited partnership (collectively with its successors and permitted assigns, "Secured Party").Manager

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the ApplicationsGerman Patents, with respect to all confracting states designated in each of the Applications, and including without limitation their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the ApplicationsGerman Patents, or any Related Rights, to a third party. This Agreement and its assignment shall be recorded filed with the European German National Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state)Office. NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record file this Agreement and its assignment with the European German National Patent Office and/or national patent offices and, where required, to produce any additional documents that DRLP3 may reasonably require. NPS undertakes, upon the occurrence of an Event of Default,, subject to clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the Applications, including their Related Rights, German Patents in DRLP3 and to record such assignment with at the European German National Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state) Register and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Applications with German Patents at the European German Patent Office (and, if relevant, the national patent offices of any relevant contracting state) and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. , This Agreement is governed by and construed in accordance with the laws of the Province province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom. Date July 16, 2007 Having read the above, the Parties hereby sign: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager [See attached.] THIS PATENT SECURITY AGREEMENT is made as of December 20, 2013, BETWEEN: NPS PHARMACEUTICALS, INC., a corporation existing under the laws of the State of Delaware (collectively with its successors and permitted assigns, "Debtor"), - and - DRUG ROYALTY L.P. 3, a Cayman Islands limited partnership (collectively with its successors and permitted assigns, "Secured Party").Manager

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the ApplicationsAustrian Patents, with respect to all confracting states designated in each of the Applications, and including without limitation their then-Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. To ensure proper operation of this Agreement at such point in time NPS herewith agrees to duly execute the assignment deed Appendix .11 (the "Assignment Deed") with notarized and apostilled signatures concurrently with the execution of this Agreement and to hand over to DRLP3 the original of such Assignment Deed. DRLP3 agrees to hold in strict confidence the Assignment Deed and to use the Assignment Deed solely in accordance with clause 6 below. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the Applications, or Austrian Patentsor any Related Rights, to a third party. This Agreement and its assignment shall be recorded with the European Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state). NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and its assignment with the European Patent Office and/or national patent offices and, where required, to produce any additional documents that DRLP3 may reasonably require. NPS undertakes, upon Upon the occurrence of an Event of Default,Default provided for under clause 2, subject DRLP3 shall be entitled to clauses 3 and 4, register the change of ownership in the Austria Patents as evidenced by the Assignment Deed with the Austrian Patent Office. NPS agrees to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the ApplicationsAustrian Patents, including their Related Rights, in DRLP3 and to record such assignment with at the European Austrian National Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state) Register and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. Any and all costs, expenses and taxes arising as a result of the registration of the change of ownership with the Austrian Patent Office, including, but not limited to, stamp duties, shall be borne by NPS. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Applications Austrian Patents with the European Austrian Patent Office (and, if relevant, the national patent offices of any relevant contracting state) and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. To the extent that the parties fail to execute a pledge agreement granting DRLP3 a first ranking pledge over the Austrian Patents when this Agreement is executed, NPS agrees that it will execute such an agreement within 60 days of the execution of this Agreement. Further, NPS agrees that within the said 60 day period, it will execute any necessary powers of attorney or other documents that may be required by DRLP3 or its Austrian counsel to record the pledge granted over the Austrian Patents at the Austrian National Patent Office. This Agreement is governed by and construed in accordance with the laws of the Province province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom. Date July 16, 2007 Having read the above, the Parties hereby sign: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager [See attached.] THIS PATENT SECURITY AGREEMENT is made as of December 20, 2013, BETWEEN: NPS PHARMACEUTICALS, INCALLELIX CORP., a corporation existing under the laws of the State Province of Delaware Ontario, Canada (collectively with its successors and permitted assigns, "DebtorNPS" or the "Pledgor"), - and - DRUG ROYALTY L.P. 3, a Cayman Islands Island limited partnership (collectively with its successors and permitted assigns, "Secured PartyDRLP" or the "Pledgee").

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the Applications, with respect to all confracting states designated in each of the ApplicationsItalian Patents, and including without limitation their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the ApplicationsItalian Patents, or any Related Rights, to a third party. The purchase price for the assignment under clause 1, as agreed by the Parties, is EUR 10,000 less the damages suffered by DRLP3 due to the Event(s) of Default; DRLP3 shall pay said amount within 30 days from the date on which the Parties agree in writing the amount of the damages due by NPS; or 30 days from the date on which an independent arbitrator, appointed according to the rules of the Italian Civil Procedure Code, settles the amount of the damages due by NPS. This Agreement and its assignment shall be recorded with on the European Italian National Patent Office (and, if DRLP3 so requests, Register before the national patent offices payment of any relevant contracting state)the purchase price according to clause 6 above. NPS undertakes, undertakes to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and and. its assignment with on the European Italian Patent Office and/or national patent offices and, where required, to produce any additional documents that DRLP3 may reasonably require, including without limitation, any necessary powers of attorney that may be required by Italian counsel to record the Agreement. In particular, at the date of execution of this Agreement, NPS undertakes and agrees to execute the attached Simplified Conditional Assignment Form attached as Annex 1. NPS undertakes, upon the occurrence of an Event of Default,, subject to clauses 3 and 4, to cooperate Cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the ApplicationsItalian Patents, including and their Related Rights, in DRLP3 and to perfect and record such assignment with at the European Italian Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state) and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require, including without limitation, any necessary powers of attorney that may be required by Italian counsel to record the Agreement In particular, NPS undertakes and agrees that it will execute the attached Simplified Assignment Form attached as Annex 2. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Applications with Italian Patents, and their Related Rights, at the European Italian Patent Office (and, if relevant, the national patent offices of any relevant contracting state) and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validityValidity, interpretation and performance are subject to the exclusive jurisdiction of the competent Courts and Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom. Date July 16, 2007 Having read the above, the Parties hereby sign: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager [See attached.] THIS PATENT SECURITY AGREEMENT is made as of December 20, 2013, BETWEEN: NPS PHARMACEUTICALS, INC.Allelix Corp., a corporation company' existing under the laws of the State Province of Delaware (collectively with its successors and permitted assignsOntario, "Debtor"), - and - DRUG ROYALTY The Vendor" Drug Royalty L.P. 3, a Cayman Islands Island limited partnership "The Purchaser" (collectively with its successors and permitted assigns, both "Secured PartyThe Parties").

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 Clause 3 below, NPS hereby assigns agrees that all of its right, title and interest in the ApplicationsFrench Patents, with respect to all confracting states designated in each of the Applications, and including without limitation their Related Rights, be assigned to DRLP3. The operation of this Agreement does not constitute a waiver of any rights or remedies upon default provided between the parties in the Security Agreement or in other rights of DRLP3 as described in the Purchase Agreement. To the fullest extent permitted by law, rights and remedies available to DRLP3, whether provided for in this Agreement, in the Security Agreement, in the Purchase Agreement or otherwise, are not mutually exclusive, are cumulative and not alternative, and may be exercised independently or in any combination. Subject to the condition provided for under clause 5 below, provided that DRLP3 does not decide otherwise, NPS and DRLP3 hereby agree the French Patents, including without limitation their Related Rights, shall automatically be granted, assigned and transferred to DRLP3 such that title thereto and ownership therein shall belong to and be vested in DRLP3. Subject to clauses 3 6 and 47, the operation of this Agreement is subject to the occurrence of an Event of Default. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. Such transfer, assignment and grant shall be effective upon the occurrence of an Event of Default, subject to clauses 4 to 7 above, regardless of any dispute or proceedings whatsoever that may arise between the Parties and regardless of the Expert proceeding set out in Clause to ascertain the value of the French Patents at the time of the transfer, assignment and grant (hereunder the "Value of the French Patents"). Nothing contained in Clauses 4 to 7 shall be construed to afford DRLP3 any recourse to the French Patents prior to the occurrence of an Event of Default. Notwithstanding the effectiveness of the transfer, assignment and grant of the French Patents to DRLP3 upon the occurrence of an Event of Default as provided in Clause 4 to 7, NPS and DRLP3 hereby agree to appoint an Expert as listed in Schedule 2 with the mission to ascertain the Value of the French Patents at the time of the transfer to DRLP3, The Parties hereby agree that the decision of the Expert shall be final and binding upon the Parties and the Parties hereby waive any right to challenge the Value of the French Patents as ascertained by the Expert before any Governmental Authority Office, including any Court whatsoever. Any sums owed or to be owed to DRLP3 in accordance with Clause 7 of the Purchase Agreement until the Termination Date thereof as provided in Clause 8.1 of the Purchase Agreement and any Obligations shall be automatically deducted from the Value of the French Patents. In this respect, Clause 8.1 of the meantimePurchase Agreement provides that the Termination date of the Purchase Agreement shall be: "(i) the date that the aggregate amount of the payments received by the Purchaser in respect of the Purchaser Royalty Interest is equal to the amount that is 2.5 times the amount of the Purchase Price actually paid by the Purchaser to the Vendor under Clause 2.3 of the Purchase Agreement; (ii) the expiration or termination of the License Agreement between NPS and Nycomed pursuant to Clause 16.1 or 16.2 thereof; or (iii) the termination of the License Agreement by Nycomed and the failure by the Vendor or the Purchaser to enter into a New License Agreement within 12 months after such termination in accordance with Clause 7.5 of the Purchase Agreement." Subject to the termination of this Agreement pursuant to Clause 11 herein, NPS covenants with DRLP3 that the French Patents is tree of hen, charge, pledge and encumbrance from any third party and that it shall not sell, assign, pledge or otherwise charge or transfer any of the Applications, or French Patents to any Related Rights, to a third party. This Agreement and its assignment shall be recorded at the patent registry at the French patent office (Institut National de la Propriete Industrielle or INPI) or at any Governmental Authority office in France or in relevant jurisdictions, including the European Patent Office. NPS shall undertake at its own cost all such acts, execute all such documents and do all such things as DRLP3 may request in order for this Agreement and the rights granted to DRLP3 under this Agreement to be recorded with the French patent office (Institut National de la Propriete Industrielle or INPI) or appropriate Governmental Authority office in France or of any relevant jurisdiction, including the European Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state). NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and its assignment with the European Patent Office and/or national patent offices and, where required, to produce any additional documents that DRLP3 may reasonably require. NPS undertakesshall undertake at its own cost, upon the occurrence of an Event of Default,, subject to clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the ApplicationsFrench Patents at the French patent office (Institut National de la Propriete Industrielle or INPI) or at any Governmental Authority office in France or in relevant jurisdictions, including their Related Rights, in DRLP3 and to record such assignment with the European Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state) and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. NPS hereby authorizes DRLP3 to do whatever is necessary for take any action and make all such acts and things to create, preserve, perfect, validate or otherwise protect the maintenance of French Patents and the Applications with rights acquired hereunder by DRLP 3 at the French patent office or at any Governmental Authority office in France or in relevant jurisdictions, including the European Patent Office (andOffice, if relevant, the national patent offices of any relevant contracting state) and for the maintenance of the Related Rights in the event that NPS fails to do so, at the expenses of NPS, including, without limitation, the payment of taxes, renewals and annuity fees, and to enable DRLP3 to exercise and enforce its rights and remedies hereunder and generally to carry out the provisions and purposes of this Agreement; NPS hereby authorizes DRLP3 to take any action, including judicial proceedings, and make all such acts and things to create, preserve, perfect, validate or otherwise protect the French Patents and the rights acquired hereunder by DRLP3 at the French patent office or at any Governmental Authority office in France or in relevant jurisdictions, including the European Patent Office, in the event that NPS fails to do so, at the expenses of NPS, including, without limitation any infringement actions from any third party and opposition proceedings that may occur at any time during the execution of this Agreement. Subject to clauses 6 and 7, NPS shall, upon demand, reimburse DRLP3 for all reasonable costs and expenses incurred by DRLP3 in the enforcement of any rights hereunder (including without limitation fees and expenses of counsel at each step of the actions and proceedings where DRLP3 prevails) and all such costs shall form part of the Obligations. NPS hereby irrevocably constitutes and designates DRLP3 as and for NPS's attorney in fact: to execute, upon the occurrence of an Event of Default, subject to clauses 4 to 7 above, and during the continuance thereof, all and any such instraments, documents and papers as DRLP3.determines to be appropriate in connection with the exercise of such rights and remedies and to cause the sale, license, assignment, transfer or other disposition of the French Patents, including all filings, recordings or registrations with the applicable government offices required or appropriate to effect such dispositions of the French Patents. The within grant of a power of attorney, being coupled with an interest, shall be irrevocable until this Agreement is terminated. Any notice, demand, direction or other instrument required or permitted to be given hereunder shall be in writing and shall be given in the manner and addressed as set out in Clause 11.3 of the Purchase Agreement. Either party may change its address for service from time to time by notice given in accordance with the foregoing. This Agreement may be terminated by written agreement made between DRLP3 and NPS. Upon indefeasible fulfillment of the Obligations and full payment, in accordance with Clause 8.1 of the Purchase Agreement, this Agreement shall terminate and the French Patents shall belong to NPS. Upon termination of this Agreement, DRLP3 shall, at the request and expense of NPS, make and do all such acts and things and execute and deliver all such financing statements, instruments, agreements and documents as NPS considers reasonably necessary or desirable to discharge the French Patents, to release and discharge the French Patents therefrom and to record such release and discharge in all appropriate offices of public record. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of DRLP3 and NPS. This Agreement may not'be assigned in whole or in part by either party without the prior written consent of the other party; provided, however, that DRLP3 may assign this Agreement in whole or in part without the prior written consent of NPS: (i) by way of security to a financial institution or other lender, (ii) to any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, DRLP3, (iii) to a special purpose vehicle or (iv) as part of a sale of a material part of DRLP3, in any case whether by way of reorganization or otherwise, and DRLP3 shall give prompt notice of any such assignment to NPS within 10 Business Days after the occurrence thereof. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Courts and Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom. Date July 16, 2007 Having read the above, the Parties hereby sign: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager [See attached.] THIS PATENT SECURITY AGREEMENT is made as of December 20, 2013, BETWEEN: NPS PHARMACEUTICALS, INC., a corporation existing under the laws of the State of Delaware (collectively with its successors and permitted assigns, "Debtor"), - and - DRUG ROYALTY L.P. 3, a Cayman Islands limited partnership (collectively with its successors and permitted assigns, "Secured Party").Manager

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the Applications, with respect to all confracting states designated in each of the ApplicationsSpanish Patents, and including without limitation their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the ApplicationsSpanish Patents, or any Related Rights, to a third party. The purchase price for the assignment under clause 1, as agreed by the Parties, is 3000 Euros, which DRLP3 pays in advance to NPS, and NPS hereby acknowledges that it has received such amount and agrees that DRLP3 is not required to make any further payment to NPS. This Agreement shall be raised to a public deed before a Spanish Notary Public and, subject to clauses 3 and 4, its assignment shall be recorded with on the European Spanish National Patent Office (and, if DRLP3 so requests, Register upon the national patent offices occurrence of any relevant contracting state)an Event of Default. NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and its assignment with on the European Spanish National Patent Office and/or national patent offices Register and, where required, to produce any additional documents that DRLP3 may reasonably require. Without prejudice to the generality of the foregoing, NPS agrees that it will within 60 days of the execution of this Agreement execute any necessary powers of attorney that may be required by Spanish counsel to record this Agreement at the Spanish National Patent Office. Further, to the extent that the parties fail to execute a mortgage granting DRLP3 a security interest over the Spanish Patents when this Agreement is executed, NPS agrees that it will execute such an agreement within the said 60 day period. In relation to the above, NPS irrevocably empowers DRLP3 to appear before a Spanish notary public to execute any document and to comply with any formality necessary to have the assignment regulated hereby fully effective, subject to clauses 3 and 4, once an Event of Default has occurred. NPS undertakes, upon the occurrence of an Event of Default,, subject to clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the Applications, including their Related Rights, Spanish Patents in DRLP3 and to record such assignment with at the European Spanish National Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state) Register and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Applications with Spanish Patents, and their Related Rights, at the European Spanish Patent Office (and, if relevant, the national patent offices of any relevant contracting state) and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. .. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom. Date July 16, 2007 16,2007 Having read the above, the Parties hereby sign: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager [See attached.] THIS PATENT SECURITY AGREEMENT is made as of December 20, 2013, BETWEEN: NPS PHARMACEUTICALS, INC., a corporation existing under the laws of the State of Delaware (collectively with its successors and permitted assigns, "Debtor"), - and - DRUG ROYALTY L.P. 3, a Cayman Islands limited partnership (collectively with its successors and permitted assigns, "Secured Party").Manager

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the ApplicationsUnited Kingdom Patents, with respect to all confracting states designated in each of the Applications, and including without limitation their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the ApplicationsUnited Kingdom Patents, or any Related Rights, to a third party. This Agreement and its assignment shall be recorded with on the European United Kingdom National Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state)Register. NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and its assignment with on the European United Kingdom National Patent Office and/or national patent offices Register and, where required, to produce any additional documents that DRLP3 may reasonably require. NPS undertakes, upon the occurrence of an Event of Default,, subject to clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the ApplicationsUnited Kingdom Patents, including their Related Rights, in DRLP3 and to record such assignment with at the European United Kingdom National Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state) Register and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Applications with United Kingdom Patents at the European United Kingdom Patent Office (and, if relevant, the national patent offices of any relevant contracting state) and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Courts and Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom. Date July 16, 2007 Having read the above, the Parties hereby sign: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager [See attached.] THIS PATENT SECURITY AGREEMENT is made as of December 20, 2013, BETWEEN: NPS PHARMACEUTICALS, INC., a corporation existing under the laws of the State of Delaware (collectively with its successors and permitted assigns, "Debtor"), - and - DRUG ROYALTY L.P. 3, a Cayman Islands limited partnership (collectively with its successors and permitted assigns, "Secured Party").Manager

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the Applicationsthe. Greek Patents, with respect to all confracting states designated in each of the Applications, and including without limitation their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect eff6ct unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied Unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the ApplicationsGreek Patents, or any Related Rights, to a third party. The consideration for the assignment under clause 1, as agreed by the Parties and provided for. in the Purchase Agreement and set out above, has already been fully provided and paid by DRLP3 to NPS, and NPS hereby acknowledges that it has received such price and agrees that DRLP3 is not required to make any further payment to NPS. The parties agree that the consideration is fair, reasonable and corresponds fully to the actual value of the assigned Greek Patents, including their Related Rights, and the conditions and prices of the relevant market. This Agreement and its assignment shall be recorded with on the European Greek National Patent Office Register (and, if DRLP3 so requests, the national patent offices of any relevant contracting stateO.B.I.). NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and its assignment with on the European Greek National Patent Office and/or national patent offices Register (O.B.L) and, where required, to produce any additional documents that DRLP3 may reasonably require. NPS undertakes, upon the occurrence of an Event of Default,, subject to clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the ApplicationsGreek Patents, including their Related Rights, in DRLP3 and to record such assignment with at the European Greek National Patent Office Register (and, if DRLP3 so requests, the national patent offices of any relevant contracting stateO.B.I.) and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. NPS undertakes also to do all such acts and give any documents and signatures that might be needed in the future for the recording with the Greek National Patent Register (O.B.I.) of this Agreement with regard to EP 1473040 and EP 073589 upon their granting and validation in Greece. NPS hereby authorizes DRLP3, and grants a continuous and irrevocable power of attorney to DRLP3, to take any of the action referred to above in clauses 7 and 8 on behalf of NPS and in particular (but without limitation) to: (a) do all such acts and give any documents and signatures on behalf of NPS for the performance and the enforcement of all formalities required to record this Agreement and the assignment on the Greek National Patent Register (O.B.I.) and, where required, to produce any additional documents on behalf of NPS, (b) to do all such acts and give any documents and signatures on behalf of NPS ..for the performance and the enforcement of all formalities required to vest title in the Greek Patents, including their-Related-Rights, in itself (DRLP3) and to record such assignment at the Greek National Patent Register (O.B.I.) and, where required, to produce and sign on behalf of NPS any documents that be necessary or desirable to confirm that an Event of Default has taken place, (c) do all such acts and give any documents and signatures that might be needed in the future for the recording with the Greek National Patent Register (O.B.I.) of this Agreement with regard to any applications comprised in the Greek Patents upon their granting and validation in Greece, and (d) to carry out all or part of the present power by a substitute. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Applications with Greek Patents at the European Greek Patent Office (and, if relevant, the national patent offices of any relevant contracting stateO.B.I.) and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. This Agreement is governed by and construed in accordance with the laws of the Province province of Ontario Ontario, and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom. NPS and DRLP2 both authorise Xxxxxxxxx Panagoulea, Xxxxxxx Xxxxxxx and Xxxxxxxxxx Karabatou of "G.D. Kallimopoulos, X.Xx. Xxxxxxxxxxx, X.X. Xxxxxxxxxx Law Firm", residents of Athens, 0 Xxxxxxxxxx Xxx., 000 00 Xxxxxx, jointly or each one separately, submit and record this Agreement at the Greek Patent Office (O.B.I.) and proceed to any action and perform all formalities necessary for the recording of this Agreement. NPS and DRLP3 hereby ratify and confirm everything whatsoever that said attorney(s) may lawfully do, namely any actions or omissions and authorize the above attorney(s) to carry out all or part of the present power by a substitute. NPS and DRLP3 appoint said attorney(s) to accept service of documents in Athens. Date July 16, 2007 Having read the above, the Parties hereby sign: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager [See attached.] THIS PATENT SECURITY AGREEMENT is made as European Patent Greek Patent No. Title Status EP 1001802B GR 3050819 "A COMBINED PHARMACEUTICS L PREPARATION COMPRISING PARATHYROID HORMONE AND A BONE RESORPTION INHIBITOR" Granted EP1473040A "Use of December 20, 2013, BETWEEN: NPS PHARMACEUTICALS, INC., a corporation existing under the laws human parathyroid hormone" Pending EP0735896A "PARATHYROID HORMONE FORMULATION" Pending EP1687048A "Methods of the State of Delaware (collectively with its successors and permitted assigns, "Debtor"), - and - DRUG ROYALTY L.P. 3, a Cayman Islands limited partnership (collectively with its successors and permitted assigns, "Secured Party").Administering Therapeutic Injections" Pending