Common use of Pledge of the Pledged Stock; Power of Attorney Clause in Contracts

Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders under the Loan Agreement, the Notes, the other Transaction Documents and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the “Obligations”), the Pledgor hereby pledges to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, a lien on and security interest having priority over any and all other security interests, in the following (collectively the “Pledged Collateral”): (i) all of the issued and outstanding shares of common stock of Acura Pharmaceutical Technologies, Inc. (“APT”), and Axiom Pharmaceutical Corporation (“Axiom” and, together with APT, the “Subsidiaries”), which shares are more particularly described on Schedule A attached hereto (the “Pledged Stock”), (ii) all additional shares of common stock at any time issued to the Pledgor by APT or Axiom, (iii) the certificates evidencing all Pledged Collateral, (iv) subject to Section 1.6 hereof, all dividends, cash, securities, investment property, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and such shares and securities, and (v) all proceeds of any and all Pledged Collateral (including, without limitation, proceeds constituting any property of the types described above). The Pledgor shall deliver to the Agent original stock certificates for all of the Pledged Stock, each accompanied by an undated stock power executed in blank by the Pledgor. (b) The Agent shall have no obligation with respect to the Pledged Collateral or any other property held or received by it hereunder except to use reasonable care in the custody thereof. The Agent may hold the Pledged Collateral in the form in which it is received by it. (c) The Pledgor, to the fullest extent permitted by law, hereby constitutes and irrevocably appoints the Agent (and any officer or agent of the Agent, with full power of substitution and revocation) as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s stead and in the name of the Pledgor or in the name of the Agent, to transfer, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that, in connection with the Loan Agreement and the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith, fraud has occurred with respect to the Pledgor or any other Person controlling, controlled by, or under common control with the Pledgor which has a material adverse effect on the operations or condition (financial or otherwise) of the Pledgor and its subsidiaries, taken as a whole (a “Fraud”), the Pledged Collateral on the books of APT and Axiom, as applicable, in whole or in part, to the name of the Agent or such other Person or Persons as the Agent may designate and, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that Fraud has occurred, to take all such other and further actions as the Pledgor could have taken with respect to the Pledged Collateral which the Agent in its reasonable judgment determines to be necessary or appropriate to accomplish the purposes of this Agreement. (d) The powers of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the Agent’s interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the payment in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other Persons or by operation of law. The foregoing power of attorney, being coupled with an interest, is irrevocable so long as any Obligation remains outstanding. (e) Except to the extent that the Agent releases its pledge of any of the Pledged Collateral, each Person who shall be a transferee of the beneficial ownership of any of the Pledged Collateral shall be deemed to have irrevocably appointed the Agent, with full power of substitution and revocation, as such Person’s true and lawful attorney-in-fact in such Person’s name and otherwise to do any and all acts herein permitted and to exercise any and all powers herein conferred; provided, however, that no Person shall exercise any such power of attorney unless an Event of Default shall have occurred and be continuing, and subject to the terms of the Loan Agreement regarding the exercise of remedies upon an Event of Default, or from and after such time as such Person has notified the Pledgor in writing that based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable judgment, such Person believes that Fraud has occurred.

Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders under the Loan Agreement, the Notes, the other Transaction Documents and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the “Obligations”), the Pledgor hereby pledges to the Agent, for the ratable benefit of the LendersLender, and grants to the Agent, for the ratable benefit of the Lenders, Lender a perfected lien on and security interest having priority over any and all other security interestsin, in the following (collectively the “Pledged Collateral”): (i) all of the issued Pledged Stock of Borrowers and outstanding shares RTI and sixty-five percent (65%) of common stock the Pledged Stock of Acura Pharmaceutical Technologies, Inc. (“APT”), and Axiom Pharmaceutical Corporation (“Axiom” and, together with APT, the “Subsidiaries”), which shares are more particularly described on Schedule A attached hereto (the “Pledged Stock”)Europa, (ii) all additional shares of common stock or other securities at any time issued by the Issuers to the Pledgor by APT or AxiomPledgor, (iii) the certificates evidencing all Pledged Collateralsuch shares and securities, (iv) subject to Section 1.6 6 hereof, all dividends, cash, securities, investment property, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for all or any or all part of the Pledged Stock and such shares and securities, securities and (v) all proceeds of any and all Pledged Collateral of the foregoing (including, without limitation, proceeds constituting any property of the types described above), provided that in no event shall more than sixty-five (65%) of total outstanding shares of common stock of Europa be pledged hereunder. The Pledgor shall deliver has delivered to the Agent Lender original stock certificates for all of the Pledged Stock, including, an original stock certificate for one hundred percent (100%) of the Pledged Stock of Europa (the “Europa Certificate”), each accompanied by an undated stock power executed in blank by the Pledgor. The Europa Certificate has been delivered to Lender solely for administrative convenience, so that Pledgor does not have to surrender the Europa Certificate in exchange for two stock certificates representing one hundred percent (100%) of the Pledged Stock. The Lender acknowledges and agrees that the Pledged Collateral described in clause (i) of this paragraph includes only sixty-five percent (65%) of the Pledged Stock of Europa and that the remaining thirty five percent (35%) is being held by the Lender solely for the benefit of the Pledgor. (b) The Agent Lender shall have no obligation with respect to any of the Pledged Collateral or any other property held or received by it hereunder except to use reasonable care in the custody thereofthereof to the extent required by law. The Agent Lender may hold the Pledged Collateral in the form in which it is received by it. (c) The Pledgor, to the fullest full extent permitted by law, hereby constitutes and irrevocably appoints the Agent Lender (and any officer or agent of the AgentLender, with full power of substitution and revocation) as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s stead and in the name of the Pledgor or in the name of the AgentLender, to transfer, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that, in connection with the Loan Agreement and the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith, fraud has occurred with respect to the Pledgor or any other Person controlling, controlled by, or under common control with the Pledgor which has a material adverse effect on the operations or condition (financial or otherwise) of the Pledgor and its subsidiaries, taken as a whole (a “Fraud”)Default, the Pledged Collateral on the books of APT and Axiom, as applicablethe Issuers, in whole or in part, to the name of the Agent Lender or such other Person or Persons as the Agent Lender may designate and, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that Fraud has occurredDefault, to take all such other and further actions as the Pledgor could have taken with respect to the Pledged Collateral which the Agent Lender in its reasonable judgment absolute discretion determines to be necessary or appropriate to accomplish the purposes of this Agreement. (d) The powers of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the AgentLender’s interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the payment in full of the Obligations and the termination of the Loan and Security Agreement, and shall not be terminated prior thereto or affected by any act of the Pledgor or other Persons or by operation of law. The foregoing power of attorney, being coupled with an interest, is irrevocable so long as any Obligation remains outstanding. (e) Except to the extent that the Agent releases its pledge of any of the Pledged Collateral, each Each Person who shall be a transferee of the beneficial ownership of any of the Pledged Collateral (any such transfer being prohibited under Section 5 unless the Lender consents thereto) shall be deemed to have irrevocably appointed the AgentLender, with full power of substitution and revocation, as such Person’s true and lawful attorney-in-fact in such Person’s name and otherwise to do any and all acts herein permitted and to exercise any and all powers herein conferred; provided, however, that no Person shall exercise any such power of attorney unless an Event of Default shall have occurred and be continuing, and subject to the terms of the Loan Agreement regarding the exercise of remedies upon an Event of Default, or from and after such time as such Person has notified the Pledgor in writing that based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable judgment, such Person believes that Fraud has occurred.

Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders under the Loan Agreement, the Notes, the other Transaction Documents and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the “Obligations”), the Pledgor hereby pledges to the Collateral Agent and grants to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit holders of the LendersNotes, a perfected lien on and security interest having priority over any and all other security interestsin, in the following (collectively collectively, the “Pledged Collateral”): (i) all of the issued and outstanding shares of common stock of Acura Pharmaceutical TechnologiesVita Licensing, Inc., a Delaware corporation and wholly owned subsidiary of Pledgor, Orthovita International Services, Inc. a Pennsylvania corporation and wholly owned subsidiary of Pledgor, and Partisyn Corp., a Delaware corporation and wholly owned subsidiary of Pledgor, (each, a “APTPledged Company” and collectively, the “Pledged Companies”), and Axiom Pharmaceutical Corporation (“Axiom” and, together with APT, the “Subsidiaries”), all of which shares are more particularly described listed on Schedule A attached 2 hereto (the “Pledged Stock”), (ii) all additional shares of common stock or other securities at any time issued by any Pledged Company to the Pledgor by APT or AxiomPledgor, (iii) the certificates evidencing all of the Pledged CollateralStock and such additional shares and securities, (iv) subject all general intangibles arising from or relating to Section 1.6 hereof, the Pledged Stock and such additional shares and securities; (v) all dividends, cash, securities, investment property, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and such shares and securities, securities and (vvi) all proceeds of any and all Pledged Collateral of the foregoing (including, without limitation, proceeds constituting any property of the types described above). The Pledgor shall deliver has delivered to the Collateral Agent original stock certificates for all of the Pledged Stock, each accompanied by an undated stock power executed in blank by the Pledgor. The pledge and security interest described herein shall continue in effect to secure all Obligations from time to time incurred or arising unless and until all Obligations have been indefeasibly paid and satisfied in full. (ba) The Collateral Agent shall have no obligation with respect to the Pledged Collateral or any other property held or received by it hereunder except to use reasonable care in the custody thereof. The Collateral Agent may hold the Pledged Collateral in the form in which it is received by itthe Collateral Agent. The Collateral Agent shall have no obligation to sell or otherwise deal with the Pledged Collateral at any time for any reason, whether or not upon request of the Pledgor, and whether or not the value of the Pledged Collateral, in the opinion of the Collateral Agent or the Pledgor, is more or less than the aggregate amount of the Obligations secured hereby, and any such refusal or inaction by the Collateral Agent shall not be deemed a breach of any duty which the Collateral Agent may have under law to preserve the Pledged Collateral. (cb) The Pledgor, to the fullest full extent permitted by law, hereby constitutes and irrevocably appoints the Collateral Agent (and any officer or agent of the Collateral Agent, with full power of substitution and revocation) as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s stead and in the name of the Pledgor or in the name of the Collateral Agent, to transfer, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that, in connection with the Loan Agreement and the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith, fraud has occurred with respect to the Pledgor or any other Person controlling, controlled by, or under common control with the Pledgor which has a material adverse effect on the operations or condition (financial or otherwise) of the Pledgor and its subsidiaries, taken as a whole (a “Fraud”)Default, the Pledged Collateral on the books of APT the Pledgor, and Axiom, as applicableeach Pledged Company, in whole or in part, to the name of the Collateral Agent or such other Person or Persons as the Collateral Agent may designate and, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that Fraud has occurredDefault, to take all such other and further actions as the Pledgor could have taken with respect to the Pledged Collateral which the Collateral Agent in its reasonable judgment absolute discretion determines to be necessary or appropriate to accomplish the purposes of this Agreement. (dc) The powers of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the Collateral Agent’s interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney are coupled with an interest and shall be irrevocable prior to the payment in full of the Obligations and the termination of the Note Purchase Agreement, and shall not be terminated prior thereto or affected by any act of the Pledgor or other Persons or by operation of law. The foregoing power of attorney, being coupled with an interest, is irrevocable so long as any Obligation remains outstanding. (ed) Except to the extent that the Agent releases its pledge of any of the Pledged Collateral, each Each Person who shall be a transferee of the beneficial ownership of any of the Pledged Collateral (any such transfer being prohibited under Section 5 hereof unless the Collateral Agent consents thereto) shall be deemed to have irrevocably appointed the Collateral Agent, with full power of substitution and revocation, as such Person’s true and lawful attorney-in-fact in such Person’s name and otherwise to do any and all acts herein permitted and to exercise any and all powers herein conferred; provided, however, that no Person shall exercise any such power of attorney unless an Event of Default shall have occurred and be continuing, and subject to the terms of the Loan Agreement regarding the exercise of remedies upon an Event of Default, or from and after such time as such Person has notified the Pledgor in writing that based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable judgment, such Person believes that Fraud has occurred.

Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders under the Loan Agreement, the Notes, the other Transaction Documents and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the “Obligations”)Liabilities, the Pledgor hereby pledges to the Agent, for the ratable benefit of the LendersPledgee, and grants to the Agent, for the ratable benefit of the Lenders, Pledgee a lien on and security interest having priority over any and all other security interestsin, in the following (collectively the “"Pledged Collateral”): "): (i) all of the issued and outstanding shares of common stock of Acura Pharmaceutical Technologies, Inc. (“APT”), and Axiom Pharmaceutical Corporation (“Axiom” and, together with APT, the “Subsidiaries”), Borrower which shares are more particularly described listed on Schedule A attached hereto (the “"Pledged Stock”"), (ii) all additional shares of common stock or other securities at any time issued to the Pledgor by APT or AxiomBorrower, (iii) the certificates evidencing all Pledged Collateralsuch shares and securities, (iv) subject to Section 1.6 6 hereof, all dividends, cash, securities, investment property, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and such shares and securities, securities and (v) all proceeds of any and all Pledged Collateral of the foregoing (including, without limitation, proceeds constituting any property of the types described above). The Pledgor shall deliver has delivered to the Agent Pledgee original stock certificates for all of the Pledged Stock, each accompanied by an undated stock power executed in blank by the Pledgor.. 2 (b) The Agent Pledgee shall have no obligation with respect to the Pledged Collateral or any other property held or received by it hereunder except to use reasonable care in the custody thereofthereof to the extent required by law. The Agent Pledgee may hold the Pledged Collateral in the form in which it is received by it. (c) The Pledgor, to the fullest full extent permitted by law, hereby constitutes and irrevocably appoints the Agent Pledgee (and any officer or agent of the AgentPledgee, with full power of substitution and revocation) as the Pledgor’s 's true and lawful attorney-in-fact, in the Pledgor’s 's stead and in the name of the Pledgor or in the name of the AgentPledgee, to transfer, upon the occurrence and during the continuance continuation of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, Pledgee reasonably believes, and has so notified the Pledgor in writing, that, in connection with the Loan Agreement and the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith, that fraud has occurred with respect to the Pledgor or any other Person controlling, controlled by, or under common control with the Pledgor which has a material adverse effect on the operations or condition (financial or otherwise) of the Pledgor and its subsidiaries, taken as a whole (a “"Fraud”"), the Pledged Collateral on the books of APT and Axiom, as applicable, Borrower in whole or in part, to the name of the Agent Pledgee or such other Person or Persons as the Agent Pledgee may designate and, upon the occurrence and during the continuance continuation of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, Pledgee reasonably believes, and has so notified the Pledgor in writing, that Fraud has occurred, to take all such other and further actions as the Pledgor could have taken with respect to the Pledged Collateral which the Agent Pledgee in its reasonable judgment absolute discretion determines to be necessary or appropriate to accomplish the purposes of this Agreement. (d) The powers of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the Agent’s Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the payment in full of the Obligations Liabilities and the termination of the Loan Agreement, and shall not be terminated prior thereto or affected by any act of the Pledgor or other Persons or by operation of law. The foregoing power of attorney, being coupled with an interest, is irrevocable so long as any Obligation remains outstanding. (e) Except to the extent that the Agent releases its pledge of any of the Pledged Collateral, each Each Person who shall be a transferee of the beneficial ownership of any of the Pledged Collateral (any such transfer being prohibited under Section 5 unless the Pledgee consents thereto) shall be deemed to have irrevocably appointed the AgentPledgee, with full power of substitution and revocation, as such Person’s 's true and lawful attorney-in-fact in such Person’s 's name and otherwise to do any and all acts herein permitted and to exercise any and all powers herein conferred; provided, however, that no Person shall exercise any such power of attorney unless an Event of Default shall have occurred and be continuing, and subject to the terms of the Loan Agreement regarding the exercise of remedies upon an Event of Default, or from and after such time as such Person has notified the Pledgor in writing that based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable judgment, such Person believes that Fraud has occurred.

Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders under the Loan Agreement, the Notes, the other Transaction Documents and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the “Obligations”), the Pledgor hereby pledges to the Collateral Agent and grants to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit holders of the LendersNotes, a perfected lien on and security interest having priority over any and all other security interestsin, in the following (collectively collectively, the “Pledged Collateral”): (i) all of the issued and outstanding shares of common stock of Acura Pharmaceutical TechnologiesVita Special Purpose Corp., Inc. a Delaware corporation and Wholly owned subsidiary of Pledgor (the “APTPledged Company”), and Axiom Pharmaceutical Corporation (“Axiom” and, together with APT, the “Subsidiaries”), all of which shares are more particularly described listed on Schedule A attached 2 hereto (the “Pledged Stock”), (ii) all additional shares of common stock or other securities at any time issued by the Pledged Company to the Pledgor by APT or AxiomPledgor, (iii) the certificates evidencing all of the Pledged CollateralStock and such additional shares and securities, (iv) subject all general intangibles arising from or relating to Section 1.6 hereof, the Pledged Stock and such additional shares and securities; (v) all dividends, cash, securities, investment property, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and such shares and securities, securities and (vvi) all proceeds of any and all Pledged Collateral of the foregoing (including, without limitation, proceeds constituting any property of the types described above). The Pledgor shall deliver has delivered to the Collateral Agent original stock certificates for all of the Pledged Stock, each accompanied by an undated stock power executed in blank by the Pledgor. The pledge and security interest described herein shall continue in effect to secure all Obligations from time to time incurred or arising unless and until all Obligations have been indefeasibly paid and satisfied in full. (ba) The Collateral Agent shall have no obligation with respect to the Pledged Collateral or any other property held or received by it hereunder except to use reasonable care in the custody thereof. The Collateral Agent may hold the Pledged Collateral in the form in which it is received by itthe Collateral Agent. The Collateral Agent shall have no obligation to sell or otherwise deal with the Pledged Collateral at any time for any reason, whether or not upon request of the Pledgor, and whether or not the value of the Pledged Collateral, in the opinion of the Collateral Agent or the Pledgor, is more or less than the aggregate amount of the Obligations secured hereby, and any such refusal or inaction by the Collateral Agent shall not be deemed a breach of any duty which the Collateral Agent may have under law to preserve the Pledged Collateral. (cb) The Pledgor, to the fullest full extent permitted by law, hereby constitutes and irrevocably appoints the Collateral Agent (and any officer or agent of the Collateral Agent, with full power of substitution and revocation) as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s stead and in the name of the Pledgor or in the name of the Collateral Agent, to transfer, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that, in connection with the Loan Agreement and the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith, fraud has occurred with respect to the Pledgor or any other Person controlling, controlled by, or under common control with the Pledgor which has a material adverse effect on the operations or condition (financial or otherwise) of the Pledgor and its subsidiaries, taken as a whole (a “Fraud”)Default, the Pledged Collateral on the books of APT the Pledgor and Axiom, as applicablethe Pledged Company, in whole or in part, to the name of the Collateral Agent or such other Person or Persons as the Collateral Agent may designate and, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that Fraud has occurredDefault, to take all such other and further actions as the Pledgor could have taken with respect to the Pledged Collateral which the Collateral Agent in its reasonable judgment absolute discretion determines to be necessary or appropriate to accomplish the purposes of this Agreement. (dc) The powers of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the Collateral Agent’s interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney are coupled with an interest and shall be irrevocable prior to the payment in full of the Obligations and the termination of the Note Purchase Agreement, and shall not be terminated prior thereto or affected by any act of the Pledgor or other Persons or by operation of law. The foregoing power of attorney, being coupled with an interest, is irrevocable so long as any Obligation remains outstanding. (ed) Except to the extent that the Agent releases its pledge of any of the Pledged Collateral, each Each Person who shall be a transferee of the beneficial ownership of any of the Pledged Collateral (any such transfer being prohibited under Section 5 hereof unless the Collateral Agent consents thereto) shall be deemed to have irrevocably appointed the Collateral Agent, with full power of substitution and revocation, as such Person’s true and lawful attorney-in-fact in such Person’s name and otherwise to do any and all acts herein permitted and to exercise any and all powers herein conferred; provided, however, that no Person shall exercise any such power of attorney unless an Event of Default shall have occurred and be continuing, and subject to the terms of the Loan Agreement regarding the exercise of remedies upon an Event of Default, or from and after such time as such Person has notified the Pledgor in writing that based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable judgment, such Person believes that Fraud has occurred.

Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders under the Loan Agreement, the Notes, the other Transaction Documents and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the “Obligations”), the Pledgor hereby pledges to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, a lien on and security interest having priority over any and all other security interests, in the following (collectively the “Pledged Collateral”): (i) all of the issued and outstanding shares of common stock of Acura Pharmaceutical Technologies, Inc. (“APT”), and Axiom Pharmaceutical Corporation (” or “Axiom” and, together with APT, the “SubsidiariesSubsidiary”), which shares are more particularly described on Schedule A attached hereto (the “Pledged Stock”), (ii) all additional shares of common stock at any time issued to the Pledgor by APT or AxiomAPT, (iii) the certificates evidencing all Pledged Collateral, (iv) subject to Section 1.6 hereof, all dividends, cash, securities, investment property, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and such shares and securities, and (v) all proceeds of any and all Pledged Collateral (including, without limitation, proceeds constituting any property of the types described above). The Pledgor shall deliver to the Agent original stock certificates for all of the Pledged Stock, each accompanied by an undated stock power executed in blank by the Pledgor. (b) The Agent shall have no obligation with respect to the Pledged Collateral or any other property held or received by it hereunder except to use reasonable care in the custody thereof. The Agent may hold the Pledged Collateral in the form in which it is received by it. (c) The Pledgor, to the fullest extent permitted by law, hereby constitutes and irrevocably appoints the Agent (and any officer or agent of the Agent, with full power of substitution and revocation) as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s stead and in the name of the Pledgor or in the name of the Agent, to transfer, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that, in connection with the Loan Agreement and the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith, fraud has occurred with respect to the Pledgor or any other Person controlling, controlled by, or under common control with the Pledgor which has a material adverse effect on the operations or condition (financial or otherwise) of the Pledgor and its subsidiaries, taken as a whole (a “Fraud”), the Pledged Collateral on the books of APT and Axiom, as applicableAPT, in whole or in part, to the name of the Agent or such other Person or Persons as the Agent may designate and, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that Fraud has occurred, to take all such other and further actions as the Pledgor could have taken with respect to the Pledged Collateral which the Agent in its reasonable judgment determines to be necessary or appropriate to accomplish the purposes of this Agreement. (d) The powers of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the Agent’s interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the payment in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other Persons or by operation of law. The foregoing power of attorney, being coupled with an interest, is irrevocable so long as any Obligation remains outstanding. (e) Except to the extent that the Agent releases its pledge of any of the Pledged Collateral, each Person who shall be a transferee of the beneficial ownership of any of the Pledged Collateral shall be deemed to have irrevocably appointed the Agent, with full power of substitution and revocation, as such Person’s true and lawful attorney-in-fact in such Person’s name and otherwise to do any and all acts herein permitted and to exercise any and all powers herein conferred; provided, however, that no Person shall exercise any such power of attorney unless an Event of Default shall have occurred and be continuing, and subject to the terms of the Loan Agreement regarding the exercise of remedies upon an Event of Default, or from and after such time as such Person has notified the Pledgor in writing that based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable judgment, such Person believes that Fraud has occurred.

Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders Purchasers under the Loan Purchase Agreement, the NotesDebentures, the other Transaction Documents (as defined in the Subordination Agreement) and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the “"Obligations”"), the Pledgor hereby pledges to the Agent, for the ratable benefit of the LendersPurchasers, and grants to the Agent, for the ratable benefit of the LendersPurchasers, a lien on and security interest having priority over any and all other security interestsinterests (except as otherwise provided in the Subordination Agreement), in the following (collectively the “"Pledged Collateral”"): (i) all of the issued and outstanding shares of common stock of Acura Pharmaceutical TechnologiesHouba, Inc. (“APT”"Houba"), and Axiom Pharmaceutical Corporation (“"Axiom” " and, together with APTHouba, the “"Subsidiaries”"), which shares are more particularly described on Schedule A attached hereto (the “"Pledged Stock”"), (ii) all additional shares of common stock at any time issued to the Pledgor by APT Houba or Axiom, (iii) the certificates evidencing all Pledged Collateral, (iv) subject to Section 1.6 hereof, all dividends, cash, securities, investment property, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and such shares and securities, and (v) all proceeds of any and all Pledged Collateral (including, without limitation, proceeds constituting any property of the types described above). The Pledgor shall deliver to the Agent original stock certificates for all of the Pledged Stock, each accompanied by an undated stock power executed in blank by the Pledgor. (b) The Agent shall have no obligation with respect to the Pledged Collateral or any other property held or received by it hereunder except to use reasonable care in the custody thereof. The Agent may hold the Pledged Collateral in the form in which it is received by it. (c) The Pledgor, to the fullest extent permitted by law, hereby constitutes and irrevocably appoints the Agent (and any officer or agent of the Agent, with full power of substitution and revocation) as the Pledgor’s 's true and lawful attorney-in-fact, in the Pledgor’s 's stead and in the name of the Pledgor or in the name of the Agent, to transfer, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that, in connection with the Loan Purchase Agreement and the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith, fraud has occurred with respect to the Pledgor or any other Person controlling, controlled by, or under common control with the Pledgor which has a material adverse effect on the operations or condition (financial or otherwise) of the Pledgor and its subsidiaries, taken as a whole (a “"Fraud”"), the Pledged Collateral on the books of APT Houba and Axiom, as applicable, in whole or in part, to the name of the Agent or such other Person or Persons as the Agent may designate and, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that Fraud has occurred, to take all such other and further actions as the Pledgor could have taken with respect to the Pledged Collateral which the Agent in its reasonable judgment determines to be necessary or appropriate to accomplish the purposes of this Agreement. (d) The powers of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the Agent’s 's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the payment in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other Persons or by operation of law. The foregoing power of attorney, being coupled with an interest, is irrevocable so long as any Obligation remains outstanding. (e) Except to the extent that the Agent releases its pledge of any of the Pledged Collateral, each Person who shall be a transferee of the beneficial ownership of any of the Pledged Collateral shall be deemed to have irrevocably appointed the Agent, with full power of substitution and revocation, as such Person’s 's true and lawful attorney-in-fact in such Person’s 's name and otherwise to do any and all acts herein permitted and to exercise any and all powers herein conferred; provided, however, that no Person shall exercise any such power of attorney unless an Event of Default shall have occurred and be continuing, and subject to the terms of the Loan Agreement regarding the exercise of remedies upon an Event of Default, continuing or from and after such time as such Person has notified the Pledgor in writing that based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable judgment, such Person believes that Fraud has occurred.

Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders Purchasers under the Loan Agreement, the Notes, the other Transaction Documents Purchase Agreement and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the “"Obligations”"), the Pledgor hereby pledges to the AgentPledgee, for the ratable benefit of the LendersPurchasers, and grants to the AgentPledgee, for the ratable benefit of the LendersPurchasers, a lien on and security interest having priority over any and all other security interests, in the following (collectively the “"Pledged Collateral”): "): (i) all of the issued and outstanding shares of common stock of Acura Pharmaceutical Technologieseach of Cencx Xxxder Products, Inc. (“APT”"Cencx" xx a "Subsidiary"), Halsxx Xxxrmaceuticals, Inc. ("HP, Inc." or a "Subsidiary"), Houba, Inc. ("Houba" or a "Subsidiary"), HR Cxxxx Xxxoratories, Inc. ("HR Cxxxx" xx a "Subsidiary") and Axiom Pharmaceutical Corporation Indiana Fine Chemicals, Inc. (“Axiom” and, "Indiana" or a "Subsidiary" and together with APTCencx, the “XX, Inc., Houba and HR Cxxxx, xxe "Subsidiaries”), ") which shares are more particularly described on Schedule A attached hereto (the “"Pledged Stock”"), (ii) all additional shares of common stock at any time issued to the Pledgor Pledgee by APT or Axiomany of Cencx, XX, Inc., Houba, HR Cxxxx xxx Indiana, (iii) the certificates evidencing all Pledged Collateralsuch shares and securities, (iv) subject to Section 1.6 6 hereof, all dividends, cash, securities, investment property, instruments and other property from time to time received, 2 receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and such shares and securities, securities and (v) all proceeds of any and all Pledged Collateral of the foregoing (including, without limitation, proceeds constituting any property of the types described above). The Pledgor shall deliver to the Agent Pledgee original stock certificates for all of the Pledged Stock, each accompanied by an undated stock power executed in blank by the Pledgor. (b) The Agent shall have no obligation with respect to the Pledged Collateral or any other property held or received by it hereunder except to use reasonable care in the custody thereof. The Agent may hold the Pledged Collateral in the form in which it is received by it. (c) The Pledgor, to the fullest extent permitted by law, hereby constitutes and irrevocably appoints the Agent (and any officer or agent of the Agent, with full power of substitution and revocation) as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s stead and in the name of the Pledgor or in the name of the Agent, to transfer, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that, in connection with the Loan Agreement and the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith, fraud has occurred with respect to the Pledgor or any other Person controlling, controlled by, or under common control with the Pledgor which has a material adverse effect on the operations or condition (financial or otherwise) of the Pledgor and its subsidiaries, taken as a whole (a “Fraud”), the Pledged Collateral on the books of APT and Axiom, as applicable, in whole or in part, to the name of the Agent or such other Person or Persons as the Agent may designate and, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that Fraud has occurred, to take all such other and further actions as the Pledgor could have taken with respect to the Pledged Collateral which the Agent in its reasonable judgment determines to be necessary or appropriate to accomplish the purposes of this Agreement. (d) The powers of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the Agent’s interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the payment in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other Persons or by operation of law. The foregoing power of attorney, being coupled with an interest, is irrevocable so long as any Obligation remains outstanding. (e) Except to the extent that the Agent releases its pledge of any of the Pledged Collateral, each Person who shall be a transferee of the beneficial ownership of any of the Pledged Collateral shall be deemed to have irrevocably appointed the Agent, with full power of substitution and revocation, as such Person’s true and lawful attorney-in-fact in such Person’s name and otherwise to do any and all acts herein permitted and to exercise any and all powers herein conferred; provided, however, that no Person shall exercise any such power of attorney unless an Event of Default shall have occurred and be continuing, and subject to the terms of the Loan Agreement regarding the exercise of remedies upon an Event of Default, or from and after such time as such Person has notified the Pledgor in writing that based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable judgment, such Person believes that Fraud has occurred.

Pledge of the Pledged Stock; Power of Attorney. (a) As security for the prompt payment and performance when due of the obligations now or hereafter owing by the Pledgor to the Lenders Purchasers under the Loan Purchase Agreement, the NotesDebentures, the other Transaction Documents (as defined in the Subordination Agreement) and under the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith (collectively, the “Obligations”"OBLIGATIONS"), the Pledgor hereby pledges to the AgentPledgee, for the ratable benefit of the LendersPurchasers, and grants to the AgentPledgee, for the ratable benefit of the LendersPurchasers, a lien on and security interest having priority over any and all other security interestsinterests (except as otherwise provided in the Subordination Agreement), in the following (collectively the “Pledged Collateral”"PLEDGED COLLATERAL"): (i) all of the issued and outstanding shares of common stock of Acura Pharmaceutical TechnologiesHouba, Inc. (“APT”)"HOUBA" or a "SUBSIDIARY") and Halsey Pharmaceuticals, Inc. ("HPI" or a "SUBSIDIARY" and Axiom Pharmaceutical Corporation (“Axiom” and, together with APTwixx Xxxba, the “Subsidiaries”), "SUBSIDIARIES") which shares are more particularly described on Schedule A attached hereto (the “Pledged Stock”"PLEDGED STOCK"), (ii) all additional shares of common stock at any time issued to the Pledgor by APT Houba or AxiomHPI, (iii) the certificates evidencing all Pledged Collateral, (iv) subject to Section 1.6 6 hereof, all dividends, cash, securities, investment property, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and such shares and securities, securities and (v) all proceeds of any and all Pledged Collateral (including, without limitation, proceeds constituting any property of the types described above). The Pledgor shall deliver to the Agent Pledgee original stock certificates for all of the Pledged Stock, each accompanied by an undated stock power executed in blank by the Pledgor. (b) The Agent shall have no obligation with respect to the Pledged Collateral or any other property held or received by it hereunder except to use reasonable care in the custody thereof. The Agent may hold the Pledged Collateral in the form in which it is received by it. (c) The Pledgor, to the fullest extent permitted by law, hereby constitutes and irrevocably appoints the Agent (and any officer or agent of the Agent, with full power of substitution and revocation) as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s stead and in the name of the Pledgor or in the name of the Agent, to transfer, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that, in connection with the Loan Agreement and the agreements, documents and instruments delivered by the Pledgor pursuant thereto or in connection therewith, fraud has occurred with respect to the Pledgor or any other Person controlling, controlled by, or under common control with the Pledgor which has a material adverse effect on the operations or condition (financial or otherwise) of the Pledgor and its subsidiaries, taken as a whole (a “Fraud”), the Pledged Collateral on the books of APT and Axiom, as applicable, in whole or in part, to the name of the Agent or such other Person or Persons as the Agent may designate and, upon the occurrence and during the continuance of an Event of Default or at any time the Agent, based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable credit judgment, believes, and has so notified the Pledgor in writing, that Fraud has occurred, to take all such other and further actions as the Pledgor could have taken with respect to the Pledged Collateral which the Agent in its reasonable judgment determines to be necessary or appropriate to accomplish the purposes of this Agreement. (d) The powers of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the Agent’s interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the payment in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other Persons or by operation of law. The foregoing power of attorney, being coupled with an interest, is irrevocable so long as any Obligation remains outstanding. (e) Except to the extent that the Agent releases its pledge of any of the Pledged Collateral, each Person who shall be a transferee of the beneficial ownership of any of the Pledged Collateral shall be deemed to have irrevocably appointed the Agent, with full power of substitution and revocation, as such Person’s true and lawful attorney-in-fact in such Person’s name and otherwise to do any and all acts herein permitted and to exercise any and all powers herein conferred; provided, however, that no Person shall exercise any such power of attorney unless an Event of Default shall have occurred and be continuing, and subject to the terms of the Loan Agreement regarding the exercise of remedies upon an Event of Default, or from and after such time as such Person has notified the Pledgor in writing that based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable judgment, such Person believes that Fraud has occurred.