Common use of Payments on Account of the Purchased Assets Clause in Contracts

Payments on Account of the Purchased Assets. (a) Notwithstanding the terms of the Counterparty Instruction, if Counterparty, any Sublicensee or any other Person makes any future payment in respect of the Purchased Assets to the Seller (or any of its Affiliates), then (i) the portion of such payment that represents Royalties shall be held by the Seller (or such Affiliate) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such Affiliate) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, and (iii) the Seller (or such Affiliate) promptly, and in any event no later than two Business Days following the receipt by the Seller (or such Affiliate) of such portion of such payment, shall remit such portion of such payment to the Purchaser Account pursuant to Section 5.4(b) in the exact form received with all necessary endorsements. (b) The Seller shall make all payments required to be made by it to the Purchaser pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deduction or withholding for or on account of any Taxes (provided that the Purchaser has delivered to the Seller a properly executed IRS Form W-8BEN-E establishing entitlement to an exemption from withholding under a United States income Tax treaty, or other appropriate form in order to avoid Tax withholding), to the following account (or to such other account as the Purchaser shall notify the Seller in writing from time to time) (the “Purchaser Account”): [***] (c) If Counterparty, any Sublicensee or any other Person makes any payment to the Purchaser of Royalties that are subject to the Superior Royalty Interest, then (i) such payment shall be held by the Purchaser in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such payment and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than two Business Days following the receipt by the Purchaser of such payment, shall remit such payment to the Seller Account pursuant to Section 5.4(d) in the exact form received with all necessary endorsements. (d) The Purchaser shall make all payments required to be made by it to the Seller pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deductions or withholding for or on account of any Taxes (except as otherwise provided in Section 8.12) (provided that the Seller has delivered to the Purchaser a properly executed IRS Form W-9 or other appropriate form in order to avoid Tax withholding), to the following account (or to such other account as the Seller shall notify the Purchaser in writing from time to time) (the “Seller Account”): [***] (e) If Counterparty, any Affiliate of Counterparty or any Sublicensee takes any Set-off against Royalties (other than for any prior over-payment of Royalties actually made to the Purchaser), then the Seller shall cause the amount of such Set-off (or portion thereof, as the case may be) to be paid promptly (but in no event later than three Business Days following such Set-off) to the Purchaser Account. (f) Unless and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1, the Seller shall not amend, modify, supplement, restate, waive or change the Counterparty Instruction except as provided in Section 5.11.

Payments on Account of the Purchased Assets. (a) Notwithstanding the terms of the Counterparty InstructionConsent, if Counterparty, any Sublicensee or any other Person makes any future payment in respect of the Purchased Assets to the Seller (or any of its Affiliates)Subsidiaries) directly on account of the Purchased Assets, then (i) the portion of such payment that represents Royalties shall be held by the Seller (or such AffiliateSubsidiary) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such AffiliateSubsidiary) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such AffiliateSubsidiary) promptly, and in any event no later than two Business Days promptly following the receipt by the Seller (or such AffiliateSubsidiary) of such portion of such payment, shall remit such portion of such payment to the Purchaser Account pursuant to Section 5.4(b) in the exact form received with all necessary endorsements. (b) The Seller shall make all payments required to be made by it to the Purchaser pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deduction or withholding for or on account of any Taxes (provided that the Purchaser has delivered to the Seller a properly executed IRS Form W-8BEN-E establishing entitlement to an exemption from withholding under a United States income Tax treaty, or other appropriate form in order to avoid Tax withholding)off, to the following account (or to such other account as the Purchaser shall notify the Seller in writing from time to time) (the “Purchaser Account”): [***]Bank Name: Silicon Valley Bank ABA Number: 000-000-000 Account Number: 3301301702 Account Name: Healthcare Royalty Partners III, L.P. Attention: Controller (c) If Counterparty, any Sublicensee or any other Person makes any payment to the Purchaser of Royalties that are subject to after the Superior Royalty InterestCap Date, then (i) such payment shall be held by the Purchaser in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such payment and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than two three (3) Business Days following the receipt by the Purchaser of such payment, shall remit such payment to the Seller Account pursuant to Section 5.4(d) in the exact form received with all necessary endorsements. (d) The Purchaser shall make all payments required to be made by it to the Seller pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deductions or withholding for or on account of any Taxes (except as otherwise provided in Section 8.12) (provided that the Seller has delivered to the Purchaser a properly executed IRS Form W-9 or other appropriate form in order to avoid Tax withholding)off, to the following account (or to such other account as the Seller shall notify the Purchaser in writing from time to time) (the “Seller Account”): [***]Bank Name: JPMorgan Chase Bank ABA Number: 000000000 Account Number: 825874498 Account Name: Infinity Pharmaceuticals, Inc. Attention: Controller (e) If Counterparty, any Affiliate of Counterparty or any Sublicensee takes any Set-off against Royalties (other than for any prior over-payment of Royalties actually made to the Purchaser), then the Seller shall cause the amount of such Set-off (or portion thereof, as the case may be) to be paid promptly (but in no event later than three Business Days following such Set-off) to the Purchaser Account. (f) Unless and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1, the The Seller shall not amend, modify, supplement, restate, waive cancel, terminate or change grant a waiver under (i) the Counterparty Instruction except as provided Consent or (ii) the payment direction letter delivered by the Seller to the Counterparty in accordance with Section 5.116.2(a), in each case without the prior written consent of the Purchaser.

Payments on Account of the Purchased Assets. (a) Notwithstanding If, notwithstanding the terms of the Counterparty Licensee Instruction, if Counterparty, any Sublicensee Licensee or any other Person makes any future payment in respect of the Purchased Assets to the Seller (or any of its Affiliates)Subsidiaries) directly on account of the Purchased Assets, then (i) the portion of such payment that represents Royalties the Purchased Assets shall be held by the Seller (or such AffiliateSubsidiary) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such AffiliateSubsidiary) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such AffiliateSubsidiary) promptly, and in any event no later than two five Business Days following the receipt by the Seller (or such AffiliateSubsidiary) of such portion of such payment, shall remit such portion of such payment to the Purchaser Account pursuant to Section 5.4(b) in the exact form received with all necessary endorsements. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (b) The Seller shall make all payments required to be made by it to the Purchaser Seller pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deduction or withholding for or on account of any Taxes (provided that the Purchaser has delivered to the Seller a properly executed IRS Form W-8BEN-E establishing entitlement to an exemption from withholding under a United States income Tax treaty, or other appropriate form in order to avoid Tax withholding)deduction, to the following account set forth in the License Instruction (or to such other account as the Purchaser shall notify the Seller in writing from time to time) (the “Purchaser Account”): [***]). (c) If Counterparty, any Sublicensee a Counterparty or any other Person makes any payment to the Purchaser of Royalties that are subject relating to periods prior to the Superior Royalty InterestRoyalties Commencement Date or otherwise not comprising Purchased Assets, then (i) such payment (or the portion thereof not comprising Purchased Assets) shall be held by the Purchaser in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such payment (or the portion thereof not comprising Purchased Assets) and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than two five Business Days following the receipt by the Purchaser of such paymentpayment (or the portion thereof not comprising Purchased Assets), shall remit such payment (or the portion thereof not comprising Purchased Assets) to the Seller Account pursuant to Section 5.4(d) in ). For clarity, Purchaser shall receive Royalties for sales of Product made on or after the exact form received with all necessary endorsementsRoyalties Commencement Date and the Purchased Assets do not include the payment of Royalties for sales of Product made prior to such Royalties Commencement Date but paid to Seller after such date. (d) The Purchaser shall make all payments required of Royalties to be made by it to the Seller Purchaser pursuant to Section 5.4(c) of this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deductions or withholding for or on account of any Taxes (except as otherwise provided in Section 8.12) (provided that the Seller has delivered to the Purchaser a properly executed IRS Form W-9 or other appropriate form in order to avoid Tax withholding)deduction, to the following account (or to such other account as the Seller shall notify the Purchaser in writing from time to time) (the “Seller Account”): [Bank Name: ***]* ABA Number: **** Account Number: **** Account Name: **** Swift: **** (e) If Counterparty, any Affiliate of a Counterparty or any Sublicensee takes any Set-off (i) in accordance with the terms of the License Agreement where such Set-off (or any portion thereof) is made in respect of any event occurring, circumstance existing or action taken prior to the Royalties Commencement Date but has the effect of reducing amounts to be paid to the Purchaser following the Closing Date or (ii) against Royalties the Purchased Assets in respect of any right of such Counterparty (or any of its Affiliates) against the Seller (or any of its Affiliates) arising from or in connection with any matter (other than for any prior over-payment of Royalties actually made to the PurchaserPurchased Assets), then the Seller shall cause the amount of such Set-off (or portion thereof, as the case may be) to be paid in accordance with Section 5.4(b) promptly (but in no event later than three five Business Days following such Set-off) to the Purchaser Account. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (f) Unless and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1, the Seller shall not amend, modify, supplement, restate, waive or change the Counterparty Instruction except as provided in Section 5.11.

Payments on Account of the Purchased Assets. (a) Notwithstanding the terms of the Counterparty Instruction, if If Counterparty, any Sublicensee or any other Person makes any future payment in respect of the Purchased Assets to the Seller (or any of its Affiliates)Subsidiaries) directly on account of the Purchased Assets, then (i) the portion of such payment that represents Royalties shall be held by the Seller (or such AffiliateSubsidiary) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such AffiliateSubsidiary) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such AffiliateSubsidiary) promptly, and in any event no later than two five (5) Business Days following the receipt and identification by the Seller (or such AffiliateSubsidiary) of such portion of such payment, shall remit such portion of such payment payment, without interest, to the Purchaser Account pursuant to Section 5.4(b) in the exact form received with all necessary endorsements). (b) The Seller shall make all payments required to be made by it to the Purchaser pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deduction or withholding for or on account of any Taxes (provided that the Purchaser has delivered funds to the Seller a properly executed IRS Form W-8BEN-E establishing entitlement to an exemption from withholding under a United States income Tax treaty, or other appropriate form in order to avoid Tax withholding), to the following account listed on Exhibit 5.4(b) (or to such other account as the Purchaser shall notify the Seller in writing from time to time) (the “Purchaser Account”): [***]). (c) If Counterparty, any Sublicensee or any other Person makes any payment to the Purchaser of Royalties that are subject relating to periods prior to the Superior Royalty InterestRoyalties Commencement Date, then (i) such payment shall be held by the Purchaser in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such payment and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than two five (5) Business Days following the receipt and identification by the Purchaser of such payment, shall remit such payment payment, without interest, to the Seller Account pursuant to Section 5.4(d) in the exact form received with all necessary endorsements). (d) The Purchaser shall make all payments required to be made by it to the Seller pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deductions or withholding for or on account of any Taxes (except as otherwise provided in Section 8.12) (provided that the Seller has delivered funds to the Purchaser a properly executed IRS Form W-9 or other appropriate form in order to avoid Tax withholding), to the following account listed on Exhibit 5.4(d) (or to such other account as the Seller shall notify the Purchaser in writing from time to time) (the “Seller Account”): [***]). (e) If Counterparty, any Affiliate of the Counterparty (or any Sublicensee takes Sublicensee) reduces the amount of any Royalties paid to the Purchaser as a result of any Set-off against such Royalties in respect of any amount owing from the Seller to such party, then, in the event that the Seller is unable to resolve such party’s claim with respect to such amount owing within ninety (other than for any prior over-90) days following payment of Royalties actually made to the Purchaser), then the Seller shall cause the amount of affected by such Set-off (or portion thereof, as such that the case may be) to be paid promptly (but in no event later than three Business Days following such Purchaser receives the amount previously Set-off) to the Purchaser Account. (f) Unless and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1off against such Royalties, the Seller shall promptly, and in any event no later than five (5) Business Days, following the expiration of such period, pay to the Purchaser a sum equal to such Set-off amount; provided, however, that this Section 5.4(e) shall not amend, modify, supplement, restate, waive or change apply to any reduction of Royalties by the Counterparty Instruction except as provided (or any Sublicensee) in Section 5.11connection with any dispute under the Counterparty License Agreement over amounts payable in respect of royalties, milestone payments or any other payments arising out of, related to or resulting from the sale by Counterparty or any of its Affiliates, successors, Sublicensees, subcontractors or agents of any and all Products in the Territory.

Payments on Account of the Purchased Assets. (a) Notwithstanding the terms of the Counterparty InstructionInstruction and the irrevocable direction described in Section 5.2(c), if Counterparty, any Sublicensee the Currency Hedge Provider or any other Person makes any future payment in respect of the Purchased Assets to the Seller (or any of its Affiliates)Subsidiaries other than the Purchaser) directly and not to the Collection Account on account of the Purchased Assets, then (i) the portion of such payment that represents the Royalties or the Currency Hedge Payments shall be held by the Seller (or such AffiliateSubsidiary) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such AffiliateSubsidiary) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such AffiliateSubsidiary) promptly, and in any event no later than two five Business Days following the receipt by the Seller (or such AffiliateSubsidiary) of such portion of such payment, shall remit such portion of such payment to the Purchaser Collection Account pursuant to Section 5.4(b4.4(b) in the exact form received with all necessary endorsements. (b) The Seller shall make all payments required to be made by it to the Purchaser Seller pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deduction or withholding for or on account of any Taxes (provided that the Purchaser has delivered to the Seller a properly executed IRS Form W-8BEN-E establishing entitlement to an exemption from withholding under a United States income Tax treaty, or other appropriate form in order to avoid Tax withholding)off, to the following account (or to such other account as the Purchaser shall notify the Seller in writing from time to time) (the “Purchaser Collection Account”): [***]. (c) If Counterparty, any Sublicensee Counterparty or any other Person makes any payment to the Purchaser of Royalties that are subject relating to periods prior to the Superior Royalty InterestRoyalties Commencement Date, then (i) such payment shall be held by the Purchaser in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such payment and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than two Business Days following the receipt by the Purchaser of such payment, shall remit such payment to the Seller Account pursuant to Section 5.4(d4.4(d) in the exact form received with all necessary endorsements. (d) The Purchaser shall make all payments required of Royalties relating to periods prior to the Royalties Commencement Date to be made by it to the Seller Purchaser pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deductions or withholding for or on account of any Taxes (except as otherwise provided in Section 8.12) (provided that the Seller has delivered to the Purchaser a properly executed IRS Form W-9 or other appropriate form in order to avoid Tax withholding)off, to the following account (or to such other account as the Seller shall notify the Purchaser in writing from time to time) (the “Seller Account”): [***]Bank Name: Wachovia Bank, N.A. Address: 420 Xxxxx 00xx Xxxxxx, Xxxxxxxxxx, XX 00000 Xccount Name: BioCryst Pharmaceuticals Inc. ABA/Routing Number: 000000000 Account Number: 2000019335913 Swift Code: XXXXXX00 (e) If Counterparty, any Affiliate of Counterparty or any Sublicensee takes any Set-off against Royalties in accordance with the terms of the Counterparty License Agreement where such Set-off (other than for or any portion thereof) is made in respect of any event occurring, circumstance existing or action taken prior over-payment of Royalties actually made to the Purchaser)Royalties Commencement Date but has the effect of reducing amounts to be paid to the Purchaser following the Closing Date, then the Seller shall cause the amount of such Set-off (or portion thereof, as the case may be) to be paid promptly (but in no event later than three five Business Days following such Set-off) to the Purchaser Collection Account. (f) Unless and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1. For the avoidance of doubt, the Seller shall term “Set-off” as used in this Section 4.4(e) does not amend, modify, supplement, restate, waive or change include any items that may reduce Net Sales in accordance with the Counterparty Instruction except as provided in Section 5.11definition thereof.

Payments on Account of the Purchased Assets. (a) Notwithstanding the terms of the Counterparty InstructionInstructions, if Counterpartythe Counterparties, any Sublicensee or any other Person makes any future payment in respect of the Purchased Assets Royalties to the Seller (or any of its Affiliates)Subsidiaries) directly on account of the Purchased Royalties or other Purchased Assets, then (i) the portion of such payment that represents Purchased Royalties or other Purchased Assets shall be held by the Seller (or such AffiliateSubsidiary) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such AffiliateSubsidiary) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such AffiliateSubsidiary) shall promptly, and in any event no later than two Business Days following the receipt by the Seller (or such AffiliateSubsidiary) of such portion of such payment, shall remit such portion of such payment payment, without Set-off, to the Purchaser Account pursuant to Section 5.4(b) in the exact form received with all necessary endorsements. (b) The Seller shall make all payments required to be made by it to the Purchaser pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deduction or withholding for or on account of any Taxes (provided that the Purchaser has delivered to the Seller a properly executed IRS Form W-8BEN-E establishing entitlement to an exemption from withholding under a United States income Tax treaty, or other appropriate form in order to avoid Tax withholding), to the following account (or to such other account as the Purchaser shall notify the Seller in writing from time to time) (the “Purchaser Account”): Bank Name: [**] ABA Number: [**] Account Number: [**] Account Name: [**] Reference: [**] (c) If Counterpartythe Counterparties, any Sublicensee or any other Person makes any payment to the Purchaser of Royalties that are subject (i) relating to periods prior to the Superior Royalty InterestRoyalties Commencement Date, (ii) relating to periods after the closing of the Repurchase Option, (iii) relating to period after the termination of this Agreement or (iv) that does not constitute a portion of the Purchased Assets, then (i) such payment shall be held by the Purchaser in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such payment and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser shall promptly, and in any event no later than two Business Days following the receipt by the Purchaser of such payment, shall remit such payment payment, without Set-off, to the Seller Account pursuant to Section 5.4(d) in the exact form received with all necessary endorsements. (d) The Purchaser shall make all payments required to be made by it to the Seller pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deductions or withholding for or on account of any Taxes (except as otherwise provided in Section 8.12) (provided that the Seller has delivered to the Purchaser a properly executed IRS Form W-9 or other appropriate form in order to avoid Tax withholding)off, to the following account (or to such other account as the Seller shall notify the Purchaser in writing from time to time) (the “Seller Account”): Bank Name: [**] ABA Number: [**] Account Number: [**] Account Name: [**] (e) If Counterparty, any Affiliate of Counterparty or any Sublicensee takes any Set-off against Royalties (other than for any prior over-payment of Royalties actually made to the Purchaser), then the Seller shall cause the amount of such Set-off (or portion thereof, as the case may be) to be paid promptly (but in no event later than three Business Days following such Set-off) to the Purchaser Account. (f) Unless and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1, the Seller shall not amend, modify, supplement, restate, waive or change the Counterparty Instruction except as provided in Section 5.11.

Payments on Account of the Purchased Assets. (a) Notwithstanding If, notwithstanding the terms of the Counterparty Licensee Instruction, if Counterpartythe Licensee, any Sublicensee or any other Person makes any future payment in respect of the Purchased Assets Payment Rights to the Seller (or any of its AffiliatesAffiliates (other than the Purchaser), then (i) the portion of such payment that represents Royalties the Payment Rights payable to the Purchaser shall be held by the Seller (or such Affiliate) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such Affiliate) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such Affiliate) promptly, and in any event no later than two (2) Business Days following the receipt by the Seller (or such Affiliate) of such portion of such payment, shall remit by wire transfer of immediately available funds such portion of such payment to the Purchaser Company Collection Account pursuant to Section 5.4(b) in the exact form amount received with all necessary endorsementsendorsements (if applicable). (b) If the Licensee, any Sublicensee or any other Person takes any Set-off based on any obligation or amount owing by the Seller or any of its Affiliates that does not constitute a Permitted Set-off hereunder and has the effect of reducing amounts required to be paid by the Licensee in respect of the Royalties, then the Seller promptly, and in any event no later than two (2) Business Days after the Seller acquires Knowledge of such Set-off, shall remit by wire transfer of immediately available funds an amount equal to 75% of such Set-off to the Company Collection Account (which amount, the Parties acknowledge and agree, shall not be considered Licensor Retained Amounts for any purpose). Any payments made by the Seller pursuant to this Section 5.4(b) shall reduce on a dollar-for-dollar basis any amounts that would otherwise be payable under Section 5.4(b) of the SPSA by the Purchaser for the same Set-off. The Parties acknowledge and agree that, to the extent the Seller has made any payments to the Company Collection Account for any Set-off based on the first sentence of this paragraph (b) and all or any portion of the amount so paid is subsequently paid by or on behalf of Licensee (including through recovery on any judgment or from insurance) to any of the Company Collection Account, the Seller, the Purchaser or the Subsequent Purchaser in payment of all or such portion of such previously Set-off amount, such amount so paid by or on behalf of Licensee (or received through such recovery or insurance) shall for all purposes be considered Licensor Retained Amounts. (c) The Seller shall make all payments required to be made by it to the Purchaser pursuant to this Purchase and Sale Agreement PSA by wire transfer of immediately available funds, without Set-off or deduction or withholding for or on account of any Taxes (provided that the Purchaser has delivered to the Seller a properly executed IRS Form W-8BEN-account set forth as the “Purchaser Account” on Exhibit E establishing entitlement to an exemption from withholding under a United States income Tax treaty, or other appropriate form in order to avoid Tax withholding), to the following account (or to such other account as the Purchaser shall notify the Seller in writing from time to time) (the “Purchaser Account”): [***]). (cd) If Counterparty(i) the Licensee, any Sublicensee or any other Person makes any payment to the Purchaser of Royalties that are subject any amounts under the License Agreement other than the Payment Rights, or (ii) the Subsequent Purchaser makes any payment to Purchaser under Section 5.4(d) of the SPSA, then except to the Superior Royalty Interestextent such payment is transferred by the Servicer from the Company Collection Account pursuant to Section 3.01(c) first of the Servicing Agreement, then (ix) such payment shall be held by the Purchaser in trust for the benefit of the Seller in a segregated account, (iiy) the Purchaser shall have no right, title or interest whatsoever in such payment and shall not create or suffer to exist any Lien thereon and (iiiz) the Purchaser promptly, and in any event no later than two three (3) Business Days following the receipt by the Purchaser of such payment, shall remit such payment to the Seller Account pursuant to Section 5.4(d5.4(e) in the exact form amount received with all necessary endorsementsendorsements (if applicable). (de) The Purchaser shall make all payments required to be made by it to the Seller pursuant to this Purchase and Sale Agreement PSA by wire transfer of immediately available funds, without Set-off or deductions or withholding for or on account of any Taxes (except as otherwise provided funds in Section 8.12) (provided that the Seller has delivered to the Purchaser a properly executed IRS Form W-9 or other appropriate form in order to avoid Tax withholding)United States dollars, to the following account set forth on Exhibit F (or to such other account as the Seller shall notify the Purchaser in writing from time to time) (the “Seller Account”): ). [***]] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (ef) Any payments made by the Seller to the Purchaser under this PSA shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If Counterpartythe Seller is required by Applicable Law to deduct or withhold any Tax from any sums payable to the Purchaser, any Affiliate then (i) the Seller shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law and provide the Purchaser with written evidence that such payment was made; (ii) such deducted or withheld amounts shall be treated as if paid by the Seller to the Purchaser under this PSA and the Seller shall not be required to pay additional amounts in respect of Counterparty such deducted or any Sublicensee takes any Set-off against Royalties (withheld Taxes to the Purchaser other than solely with respect to any deductions or withholdings on account of Covered Taxes, and (iii) solely with respect to any deductions or withholdings on account of Covered Taxes, the sum payable by the Seller to the Purchaser shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 5.4(f)) the Purchaser receives an amount equal to the sum it would have received had no such deductions or withholdings been made. (g) Any payments made by the Purchaser to the Seller under this PSA shall be made free and clear of and without deduction or withholding for any prior over-Taxes, except as required by Applicable Law. If the Purchaser is required by Applicable Law to deduct or withhold any Tax from any sums payable to Seller, then (i) the Purchaser shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law and provide the Seller with written evidence that such payment was made, (ii) such deducted or withheld amounts shall be treated as if paid by the Purchaser to the Seller under this PSA, and the Purchaser shall not be required to pay additional amounts in respect of Royalties actually made such deducted or withheld Taxes to the Seller other than solely with respect to any deductions or withholdings on account of Covered Taxes (provided, that, for purposes of this Section 5.4(g), all references to the Seller in clauses (i) through (iii) of the definition of Covered Taxes shall instead be deemed to be references to the Purchaser), then and (iii) solely with respect to any deductions or withholdings on account of Covered Taxes, the sum payable by the Purchaser to the Seller shall cause be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 5.4(g)) the Seller receives an amount of such Set-off (or portion thereof, as the case may be) to be paid promptly (but in no event later than three Business Days following such Set-off) equal to the Purchaser Accountsum it would have received had no such deductions or withholdings been made. (f) Unless and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1, the Seller shall not amend, modify, supplement, restate, waive or change the Counterparty Instruction except as provided in Section 5.11.

Payments on Account of the Purchased Assets. (a) Notwithstanding If, notwithstanding the terms of the Counterparty Licensee Instruction, if Counterparty, any Sublicensee Licensee or any other Person makes any future payment in respect of the Purchased Assets to the Seller (or any of its Affiliates)Subsidiaries) directly on account of the Purchased Assets, then (i) the portion of such payment that represents Royalties the Purchased Assets shall be held by the Seller (or such AffiliateSubsidiary) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such AffiliateSubsidiary) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such AffiliateSubsidiary) promptly, and in any event no later than two five Business Days following the receipt by the Seller (or such AffiliateSubsidiary) of such portion of such payment, shall remit such portion of such payment to the Purchaser Account pursuant to Section 5.4(b) in the exact form received with all necessary endorsements. (b) The Seller shall make all payments required to be made by it to the Purchaser Seller pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deduction or withholding for or on account of any Taxes (provided that the Purchaser has delivered to the Seller a properly executed IRS Form W-8BEN-E establishing entitlement to an exemption from withholding under a United States income Tax treaty, or other appropriate form in order to avoid Tax withholding)deduction, to the following account set forth in the License Instruction (or to such other account as the Purchaser shall notify the Seller in writing from time to time) (the “Purchaser Account”): [***]). (c) If Counterparty, any Sublicensee a Counterparty or any other Person makes any payment to the Purchaser of Royalties that are subject relating to periods prior to the Superior Royalty InterestRoyalties Commencement Date or otherwise not comprising Purchased Assets, then (i) such payment (or the portion thereof not comprising Purchased Assets) shall be held by the Purchaser in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such payment (or the portion thereof not comprising Purchased Assets) and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than two five Business Days following the receipt by the Purchaser of such paymentpayment (or the portion thereof not comprising Purchased Assets), shall remit such payment (or the portion thereof not comprising Purchased Assets) to the Seller Account pursuant to Section 5.4(d) in ). For clarity, Purchaser shall receive Royalties for sales of Product made on or after the exact form received with all necessary endorsementsRoyalties Commencement Date and the Purchased Assets do not include the payment of Royalties for sales of Product made prior to such Royalties Commencement Date but paid to Seller after such date. (d) The Purchaser shall make all payments required of Royalties to be made by it to the Seller Purchaser pursuant to Section 5.4(c) of this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deductions or withholding for or on account of any Taxes (except as otherwise provided in Section 8.12) (provided that the Seller has delivered to the Purchaser a properly executed IRS Form W-9 or other appropriate form in order to avoid Tax withholding)deduction, to the following account (or to such other account as the Seller shall notify the Purchaser in writing from time to time) (the “Seller Account”): [***]Bank Name: HSBC Bank USA, NA ABA Number: 000000000 Account Number: 629466149 Account Name: Opiant Pharmaceuticals, Inc. Swift: MXXXXX00 (e) If Counterparty, any Affiliate of a Counterparty or any Sublicensee takes any Set-off (i) in accordance with the terms of the License Agreement where such Set-off (or any portion thereof) is made in respect of any event occurring, circumstance existing or action taken prior to the Royalties Commencement Date but has the effect of reducing amounts to be paid to the Purchaser following the Closing Date or (ii) against Royalties the Purchased Assets in respect of any right of such Counterparty (or any of its Affiliates) against the Seller (or any of its Affiliates) arising from or in connection with any matter (other than for any prior over-payment of Royalties actually made to the PurchaserPurchased Assets), then the Seller shall cause the amount of such Set-off (or portion thereof, as the case may be) to be paid in accordance with Section 5.4(b) promptly (but in no event later than three five Business Days following such Set-off) to the Purchaser Account. (f) Unless and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1, the Seller shall not amend, modify, supplement, restate, waive or change the Counterparty Instruction except as provided in Section 5.11.

Payments on Account of the Purchased Assets. (a) Notwithstanding If, notwithstanding the terms of the Counterparty Licensee Instruction, if Counterpartythe Licensee, any Sublicensee or any other Person makes any future payment to the Seller or any of its Affiliates in respect of the Purchased Assets Payment Rights (which, for purposes of clarity, shall not include any payments made to the Seller (or any of its AffiliatesCompany Collection Account), then (i) the portion of such payment that represents Royalties the Payment Rights payable to the Purchaser shall be held by the Seller (or such Affiliate) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such Affiliate) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such Affiliate) promptly, and in any event no later than two (2) Business Days following the receipt by the Seller (or such Affiliate) of such portion of such payment, shall remit by wire transfer of immediately available funds such portion of such payment to the Purchaser Account pursuant to Section 5.4(b) in the exact form amount received with all necessary endorsementsendorsements (if applicable). (b) If the Licensee, any Sublicensee or any other Person takes any Set-off based on any obligation or amount owing by the Seller or any of its Affiliates that does not constitute a Permitted Set-off hereunder and has the effect of reducing amounts required to be paid by the Licensee in respect of the Royalties, then the Seller promptly, and, in any event no later than two (2) Business Days after the Seller acquires Knowledge of such Set-off, shall remit by wire transfer of immediately available funds an amount equal to 75% of such Set-off to the Company Collection Account (which amount, the Parties acknowledge and agree, shall not be considered Licensor Retained Amounts for any purpose). Any payments made by the Seller pursuant to this Section 5.4(b) shall reduce on a dollar-for-dollar basis any amounts that would otherwise be payable under Section 5.4(b) of the PSA by AcelRx for the same Set-off. The Parties acknowledge and agree that, to the extent the Seller has made any payments to the Company Collection Account for any Set-off based on the first sentence of this paragraph (b) and all or any portion of the amount so paid is subsequently paid by or on behalf of Licensee (including through recovery on any judgment or from insurance) to any of the Company Collection Account, the Seller, the Purchaser or AcelRx in payment of all or such portion of such previously Set-off amount, such amount so paid by or on behalf of Licensee (or received through such recovery or insurance) shall for all purposes be considered Licensor Retained Amounts. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) The Seller shall promptly, and in any event no later than two (2) Business Days following the receipt by the Seller (or such Affiliate) of such amounts, make all payments required to be made by it to the Purchaser pursuant to this Purchase and Sale Agreement SPSA by wire transfer of immediately available funds, without Set-off or deduction or withholding for or on account of any Taxes (provided that the Purchaser has delivered to the Seller a properly executed IRS Form W-8BEN-E establishing entitlement to an exemption from withholding under a United States income Tax treaty, or other appropriate form in order to avoid Tax withholding), to the following account set forth on Exhibit C (or to such other account as the Purchaser shall notify the Seller in writing from time to time) (the “Purchaser Account”): [***] ). Any payments made by Seller to Purchaser under this SPSA shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If Seller is required by Applicable Law to deduct or withhold any Tax from any sums payable to Purchaser, then (ci) If Counterparty, any Sublicensee the Seller shall make such deductions or any other Person makes any withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law and provide the Purchaser with written evidence that such payment was made; (ii) such deducted or withheld amounts shall be treated as if paid by the Seller to Purchaser under this SPSA and the Seller shall not be required to pay additional amounts in respect of such deducted or withheld Taxes to the Purchaser other than solely with respect to any deductions or withholdings on account of Covered Taxes, and (iii) solely with respect to any deductions or withholdings on account of Covered Taxes, the sum payable by the Seller to the Purchaser shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 5.4(c)) the Purchaser receives an amount equal to the sum it would have received had no such deductions or withholdings been made. (d) If the Purchaser shall receive any payment in respect of Royalties, or interest on late payments thereof, in excess of the portion that the Purchaser is to receive under Section 2.1(a), or after the Purchaser has received the Capped Payment Amount and any interest on any late payments of Royalties that are subject Interest due to the Superior Royalty InterestPurchaser, or the Purchaser shall receive any payment in respect of the Excluded Payments or the Licensor Retained Amounts, then (i) such payment shall be held by the Purchaser in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such payment and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than two three (3) Business Days following the receipt by the Purchaser of such payment, shall remit such payment to the Seller Account pursuant to Section 5.4(d5.4(e) in the exact form amount received as adjusted (if required) pursuant to Section 5.4(e) with all necessary endorsements. (de) The Purchaser shall make all payments required to be made by it to the Seller pursuant to this Purchase and Sale Agreement SPSA by wire transfer of immediately available funds, without Set-off or deductions or withholding for or on account of any Taxes (except as otherwise provided funds in Section 8.12) (provided that the Seller has delivered to the Purchaser a properly executed IRS Form W-9 or other appropriate form in order to avoid Tax withholding)United States dollars, to the following account set forth on Exhibit D (or to such other account as the Seller shall notify the Purchaser in writing from time to time) (the “Seller Account”): [***] ). Any payments made by Purchaser to Seller under this SPSA shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If Purchaser is required by Applicable Law to deduct or withhold any Tax from any sums payable to Seller, then (ei) If Counterpartythe Purchaser shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law and provide the Seller with written evidence that such payment was made, any Affiliate (ii) such deducted or withheld amounts shall be treated as if paid by the Purchaser to the Seller under this SPSA, and the Purchaser shall not be required to pay additional amounts in respect of Counterparty such deducted or any Sublicensee takes any Set-off against Royalties (withheld Taxes to the Seller other than solely with respect to any deductions or withholdings on account of Covered Taxes (provided, that, for any prior over-payment purposes of Royalties actually made this Section 5.4(e), all references to AcelRx or the Seller in clauses (i) through (iii) of the definition of Covered Taxes shall instead be deemed to be references to the Purchaser), then and (iii) solely with respect to any deductions or withholdings on account of Covered Taxes, the sum payable by the Purchaser to the Seller shall cause be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 5.4(e)) the Seller receives an amount equal to the sum it would have received had no such deductions or withholdings been made. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of such Set-off (or portion thereofthe Securities Exchange Act of 1934, as the case may be) to be paid promptly (but in no event later than three Business Days following such Set-off) to the Purchaser Accountamended. (f) Unless and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1, the Seller shall not amend, modify, supplement, restate, waive or change the Counterparty Instruction except as provided in Section 5.11.

Payments on Account of the Purchased Assets. (a) Notwithstanding If, notwithstanding the terms of the Counterparty InstructionInstructions, if either Counterparty, any Sublicensee or any other Person makes any future payment in respect of the Purchased Assets to the Seller (or any of its Affiliates)Subsidiaries, then (i) the portion of such payment that represents Royalties shall be held by the Seller (or such AffiliateSubsidiary) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such AffiliateSubsidiary) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such AffiliateSubsidiary) promptly, and in any event no later than two Business Days [***] following the receipt by the Seller (or such AffiliateSubsidiary) of such portion of such payment, shall remit such portion of such payment to the Purchaser Account pursuant to Section 5.4(b) in the exact form received with all necessary endorsements. (b) The Seller shall make all payments required to be made by it to the Purchaser pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deduction or withholding for or on account of any Taxes (provided that the Purchaser has delivered to the Seller a properly executed IRS Form W-8BEN-E W-8BEN establishing entitlement to an exemption from withholding under a United States income Tax treaty, or other appropriate form in order to avoid Tax withholding), to the following account set forth on Exhibit G (or to such other account as the Purchaser shall notify the Seller in writing from time to time) (the “Purchaser Account”): [***]). (c) If either Counterparty, any Sublicensee or any other Person makes any payment to the Purchaser of Royalties that are subject royalties payable under Clause 8.2 of the Roche License Agreement or Clause 7.2 of the UCB License Agreement or other amounts in respect of any period occurring prior to the Superior Royalty InterestRoyalties Commencement Date, then (i) such payment shall be held by the Purchaser in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such payment and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than two Business Days [***] following the receipt by the Purchaser of such payment, shall remit such payment to the Seller Account pursuant to Section 5.4(d) in the exact form received with all necessary endorsements. (d) The Purchaser shall make all payments required to be made by it to the Seller pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deductions deduction or withholding for or on account of any Taxes (except as otherwise provided in Section 8.12) (provided that the Seller has delivered to the Purchaser a properly executed IRS Form W-9 or other appropriate form in order to avoid Tax withholding), ) to the following account set forth on Exhibit H (or to such other account as the Seller shall notify the Purchaser in writing from time to time) (the “Seller Account”): [***]). (e) If Counterparty, any Affiliate of either Counterparty or any Sublicensee takes any Set-off against Royalties (other than for any prior over-payment overpayment of Royalties actually made to the Purchaser)) for any liability, debt or other obligation that the Seller owes or allegedly owes to such Counterparty, then the Seller shall cause the amount of such Set-off (or portion thereof, as the case may be) to be paid promptly (but in no event later than three Business Days [***] following such Set-off) off to the Purchaser Account. (f) Unless . If such Counterparty subsequently makes a payment to the Purchaser in respect of a Set-off previously taken against Royalties and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1, in respect of which the Seller previously paid to the Purchaser the amount of such Set-off, then the Purchaser shall not amend[***] after the Purchaser receives such payment by such Counterparty, modify, supplement, restate, waive or change pay to the Counterparty Instruction except as provided in Section 5.11Seller the amount of such payment.

Payments on Account of the Purchased Assets. (a) Notwithstanding the terms of the Counterparty Instruction, if Counterparty, any Sublicensee or any other Person makes any future payment in respect of the Purchased Assets to the Seller (or any of its AffiliatesSubsidiaries other than Purchaser) directly and not to the Collection Account, including payments made in respect of the Settlement Agreement, on account of the Purchased Assets (except for liquidated damages payments under the Settlement Agreement), then (i) the portion of such payment that represents the Purchased Royalties shall be held by the Seller (or such AffiliateSubsidiary) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such AffiliateSubsidiary) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such AffiliateSubsidiary) promptly, and in any event no later than two Business Days following the receipt by the Seller (or such AffiliateSubsidiary) of such portion of such payment, shall remit such portion of such payment to the Purchaser Collection Account pursuant to Section 5.4(b4.4(b) in the exact form received with all necessary endorsements. (b) The Seller shall make all payments required to be made by it to the Purchaser Seller pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deduction or withholding for or on account of any Taxes (provided that the Purchaser has delivered to the Seller a properly executed IRS Form W-8BEN-E establishing entitlement to an exemption from withholding under a United States income Tax treaty, or other appropriate form in order to avoid Tax withholding)off, to the following account (or to such other account as the Purchaser shall notify the Seller in writing from time to time) (the “Purchaser Collection Account”): [***]. (c) If Counterparty, any Sublicensee or any other Person makes any payment to the Purchaser of Royalties that are subject relating to periods prior to the Superior Royalty InterestRoyalties Commencement Date, then (i) such payment shall be held by the Purchaser in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such payment and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than two Business Days following the receipt by the Purchaser of such payment, shall remit such payment to the Seller Account pursuant to Section 5.4(d4.4(d) in the exact form received with all necessary endorsements. (d) The Purchaser shall make all payments required of Royalties relating to periods prior to the Royalties Commencement Date to be made by it to the Seller Purchaser pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deductions or withholding for or on account of any Taxes (except as otherwise provided in Section 8.12) (provided that the Seller has delivered to the Purchaser a properly executed IRS Form W-9 or other appropriate form in order to avoid Tax withholding)off, to the following account (or to such other account as the Seller shall notify the Purchaser in writing from time to time) (the “Seller Account”): [***]Bank Name: Xxxxx Fargo Bank, NA ABA Number: 000000000 Account Number: 4040016214 Account Name: PDL BioPharma, Inc. Attention: Xxxxxxxxx Xxxxxx, CFO (e) If Counterparty, any Affiliate of Counterparty or any Sublicensee takes any Set-off against Royalties in accordance with the terms of the Counterparty Agreements where such Set-off (other than for or any portion thereof) is made in respect of any event occurring, circumstance existing or action taken prior over-payment of Royalties actually made to the Purchaser)Royalties Commencement Date but has the effect of reducing amounts to be paid to Purchaser following the Closing Date, then the Seller shall cause the amount of such Set-off (or portion thereof, as the case may be) to be paid promptly (but in no event later than three Business Days following such Set-off) to the Purchaser Collection Account. (f) Unless and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1, the Seller shall not amend, modify, supplement, restate, waive or change the Counterparty Instruction except as provided in Section 5.11.

Payments on Account of the Purchased Assets. (a) Notwithstanding the terms of the Counterparty Instruction, if Counterparty, any Sublicensee Counterparty or any other Person makes any future payment in respect of the Purchased Assets to the Seller (or any of its Affiliates)Subsidiaries) directly on account of the Purchased Assets, then (i) the portion of such payment that represents the Royalties shall be held by the Seller (or such AffiliateSubsidiary) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such AffiliateSubsidiary) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such AffiliateSubsidiary) promptly, and in any event no later than two five Business Days following the receipt by the Seller (or such AffiliateSubsidiary) of such portion of such payment, shall remit such portion of such payment to the Purchaser Account pursuant to Section 5.4(b) in the exact form received with all necessary endorsements. (b) The Seller shall make all payments required to be made by it to the Purchaser Seller pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deduction or withholding for or on account of any Taxes (provided that the Purchaser has delivered to the Seller a properly executed IRS Form W-8BEN-E establishing entitlement to an exemption from withholding under a United States income Tax treaty, or other appropriate form in order to avoid Tax withholding)off, to the following account (or to such other account as the Purchaser shall notify the Seller in writing from time to time) (the “Purchaser Account”): [***]Bank Name: Xxxxx Xxxxxx Xxxx & Xxxxx Xx. Xxxxxx Xxxxx Street Trust Company Canada State Street Financial Centre 00 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, XX X0X 0X0 BIC: XXXXXX00 ABA Number: 000000000 Account Number: 00000000 Account Name: CPP Investment Board Credit Investments Inc. Fund: CQM1 Attention: Investment Name - POZEN Inc. (c) If Counterparty, any Sublicensee Counterparty or any other Person makes any payment to the Purchaser of Royalties that are subject relating to periods prior to the Superior Royalty InterestRoyalties Commencement Date, then (i) such payment shall be held by the Purchaser in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such payment and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than two five Business Days following the receipt by the Purchaser of such payment, shall remit such payment to the Seller Account pursuant to Section 5.4(d5.4(e) in the exact form received with all necessary endorsements. (d) Notwithstanding anything to the contrary herein (including the definition of Purchased Assets), if the Purchaser receives any payment in respect of the Royalties relating to the period commencing on April 1, 2018, then the Purchaser shall promptly, and in any event no later than five Business Days following the receipt by the Purchaser of such payment, remit twenty percent (20%) of such payment to the Seller Account by wire transfer of immediately available funds. (e) The Purchaser shall make all payments required of Royalties relating to periods prior to the Royalties Commencement Date to be made by it to the Seller Purchaser pursuant to this Purchase and Sale Agreement by wire transfer of immediately available funds, without Set-off or deductions or withholding for or on account of any Taxes (except as otherwise provided in Section 8.12) (provided that the Seller has delivered to the Purchaser a properly executed IRS Form W-9 or other appropriate form in order to avoid Tax withholding)off, to the following account (or to such other account as the Seller shall notify the Purchaser in writing from time to time) (the “Seller Account”): [***]Bank Name: X.X. Xxxxxx Xxxxx 0 Xxxxx Xxxxx Xxx Xxxx, XX 00000 ABA Number: 000000000 Account Number: 066001633 JPMCC Account Name: 395-00030 POZEN Inc. Swift: XXXXXX00 (ef) If Counterparty, any Affiliate of Counterparty or any Sublicensee takes any Set-off (i) in accordance with the terms of the Counterparty License Agreement where such Set-off (or any portion thereof) is made in respect of any event occurring, circumstance existing or action taken prior to the Royalties Commencement Date but has the effect of reducing amounts to be paid to the Purchaser following the Closing Date or (ii) against Royalties the Purchased Assets in respect of any right of Counterparty (or any of its Affiliates) against the Seller (or any of its Affiliates) arising from or in connection with any matter (other than for any prior over-payment of Royalties actually made to the PurchaserRoyalties), then the Seller shall cause the amount of such Set-off (or portion thereof, as the case may be) to be paid promptly (but in no event later than three five Business Days following such Set-off) to the Purchaser Account. (f) Unless and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1, the Seller shall not amend, modify, supplement, restate, waive or change the Counterparty Instruction except as provided in Section 5.11.