Common use of Purchase Options Clause in Contracts

Purchase Options. (a) In the event that a Purchase Option Event shall occur, Assignees shall have the right, but not the obligation (the "Assignees Option Repurchase"), exercisable from the date of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of written notice from Assignor or Guilford of the Purchase Option Event (the "Purchase Option Exercise Period"), to require Assignor to repurchase from Assignees the Assigned Interests for a repurchase price equal to, if the Purchase Option Event occurs and such payment is made prior to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(a) (the "Assignees Option Repurchase Price"). In the event that Assignees elect to exercise their rights to require an Assignees Option Repurchase, then Assignor shall, within ten (10) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period"), repurchase from Assignees the Assigned Interests at the Assignees Option Repurchase Price, the payment of which shall be made by wire transfer, in immediately available funds, to Assignees' Account designated by Assignees in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Option Repurchase Price and the Assignees Option Repurchase Price shall be immediately due and payable without any further action or notice by any party. (i) In the event that an Assignor Option Event shall occur, Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to, if the Assignor Option Event occurs and such payment is made prior to the first anniversary of the Closing Date, $84 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In addition, the Assignor may, at its election and regardless of whether there has occurred an Assignor Option Event, (A) on or after the third anniversary of the Closing Date, repurchase the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any time, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * of the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. (d) In connection with the consummation of an Assignees Option Repurchase, an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase pursuant to subparagraphs (a) and (b) above (each, a "Repurchase Event"), Assignees agree that they will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignees' failure to exercise the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignees from exercising the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Change of Control (after giving effect to the transaction, if any, that results from the Change of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85% of the * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable as of the date of such exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and (A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii). (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees under this Section 5.07, Guilford will promptly pay or cause Assignor to pay such amounts.

Purchase Options. (a) In the event that a Purchase Option Event shall occuroccur during the Term, Assignees the Assignee shall have the right, but not the obligation (the "Assignees Assignee -------- Option Repurchase"), exercisable from the date within *** days of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of written ----------------- notice from the Assignor or Guilford of the Purchase Option Event (the "Purchase Option --------------- Exercise Period"), to require the Assignor to repurchase from Assignees the Assignee the --------------- Assigned Interests for a repurchase price equal toto an amount such that the amount of such repurchase price, if the Purchase Option Event occurs and such payment is made prior together with all amounts paid to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary Assignee in respect of the Closing DateAssigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the amount determined Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not repaid by reference Assignee to Assignor, discounted annually at the Applicable Discount Rate to the date of payment by Assignor or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignees in accordance with Schedule 5.07(a) Assignor, equals the Aggregate Purchase Price (the "Assignees Assignee Option Repurchase Price"). In ; provided, however, that if the event that Assignees elect -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise their rights to require an Assignees the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within ten (10) *** days following the Assignor's receipt of Assignees' the Assignee's repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period")notice, repurchase from Assignees the Assignee the Assigned Interests at the Assignees Assignee Option Repurchase Price, Price the payment of which shall be made by wire transfer, in immediately available funds, to Assignees' the Assignee's Account designated by Assignees the Assignee in such election notice. Notwithstanding anything If the applicable repurchase price payable under this Section 5.07(a) is equal to the contrary contained herein, immediately upon average of the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Assignee Option Repurchase Price and the Assignees Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price shall be immediately due and payable without any further action or notice by any partythe Assignor Option Repurchase Option. (ib) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event that an Assignor a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal toto -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and such payment is made prior (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the first anniversary contrary, the repurchase price shall equal the greater of the Closing DateAssignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, $84 million, and if it occurs on or after Assignor must notify Assignee of its election to so repurchase the first anniversary of the Closing Date, the amount determined by reference Assigned Interests not less than *** days prior to the date of payment by the Call Option Event. Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In additionshall, within *** days following the Assignor may, at its election and regardless consummation of whether there has occurred an Assignor the Call Option Event, (A) on or after repurchase from the third anniversary of the Closing Date, repurchase Assignee the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any time, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * of the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Assignor Option Repurchase Price", as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) shall, in each case, be reduced by In the sum event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (i) other than a license for the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each use of the applicable Section 2.02 payments was made and Proprietary Technology related to RHAKOSS outside the calendar year Field of Use) in which the Repurchase Price is paideither Europe or North America, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale Transfers all or a substantial majority of any common stock received by Assignees upon exercise of the Warrants plustheir respective rights in RHAKOSS in either Europe or North America, if Assignees have not exercised the Warrants or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in full RHAKOSS in either Europe or sold all of the common stock received upon the exercise of the WarrantsNorth America, an amount equal to 90% of (x) Assignor shall have the product option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of (A) the number Net Sales of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect RHAKOSS for a repurchase price equal to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase *** and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) Assignee shall have the exercise option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price paid or payable for such common stock under the Warrantsequal to ***. In the event that a Secured Financing Event Purchase is followed by another Repurchase EventOrthovita [***] We are seeking confidential treatment of these terms, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit which have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934omitted. The confidential portions have portion has been submitted filed separately to with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (de) In connection with the consummation of an Assignees Assignee Option Repurchase, an Assignor Option Repurchase, a Call Assignor RHAKOSS Repurchase Option or a Secured Financing Event Purchase Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) and or (bd) above (each, a "Repurchase Event"), Assignees agree Assignee agrees that they it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' release Assignee's Lien on the collateral Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (ef) Assignees' Assignee's failure to exercise the Assignees Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignees Assignee from exercising the Assignees Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an Event or a subsequent event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Change of Control (after giving effect to the transaction, if any, that results from the Change of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85% of the * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable as of the date of such exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and (A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii5.07(b). (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees under this Section 5.07, Guilford will promptly pay or cause Assignor to pay such amounts.

Purchase Options. Renewal Option. Not more than 180 days nor less than 150 -------------- days before the end of the Term for an Item of Equipment, Lessee may (aunless otherwise provided in the Lease Supplement covering the relevant Item of Equipment), provided that no Event of Default (or event which would constitute an Event of Default but for the lapse of time or giving of notice or both) In the event that a Purchase Option Event shall occur, Assignees shall have occurred and be continuing and that all Rent then due shall have been paid, deliver to Lessor an irrevocable written notice electing to renew this Lease for a Renewal Term, for such Item of Equipment, as is specified in such notice for a Basic Rent equal, at Lessee's option, to (i) for the rightfirst Renewal Term for such Item of Equipment the Fixed Price Renewal Rent, but not (if any), or (ii) the obligation then Fair Market Rental Value of such Equipment, (the "Assignees Option RepurchaseRenewal Rent"), exercisable from for such renewal term as is specified in such notice, which renewal term (in each case, unless otherwise specified) must have a duration of at least one year; provided, -------- however, that the date cumulative total of Renewal Terms based on the Fair Market ------- Rental Value of the Purchase Option Event (whether or Equipment shall not Assignor gives notice thereof) through exceed the date one hundred and eighty (180) days after its receipt "Fair Market Maximum Renewal Period" specified in the Lease Supplement covering the Item of Equipment as to which this Lease is being renewed. If no such written notice from Assignor or Guilford of the Purchase Option Event (the "Purchase Option Exercise Period"), is delivered by Lessee to require Assignor to repurchase from Assignees the Assigned Interests for a repurchase price equal to, if the Purchase Option Event occurs and such payment is made prior to the first anniversary of this Closing Date, $54.6 million, and if it occurs Lessor on or after the first anniversary of the Closing Datebefore said 150th day, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(a) (the "Assignees Option Repurchase Price"). In the event that Assignees elect to exercise their rights to require an Assignees Option Repurchase, then Assignor shall, within ten (10) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period"), repurchase from Assignees the Assigned Interests at the Assignees Option Repurchase Price, the payment of which shall be made by wire transfer, in immediately available funds, to Assignees' Account designated by Assignees in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignees Lessee shall be deemed to have automatically and simultaneously waived any right to renew this Lease with respect to the Equipment whose Term is so scheduled to end. At the end of the Basic Lease Term or any Renewal Term for an Item of Equipment, if Lessee has elected to renew this Lease with respect to such Item of Equipment and provided that all necessary governmental authorizations and approvals, if any, shall have the Assignor repurchase from the Assignees the Assigned Interests been received, this Lease and all of its provisions shall continue in full force and effect during such Renewal Term, for the Assignees Option Repurchase Price and the Assignees Option Repurchase Price shall be immediately due and payable without any further action or notice Equipment covered by any party. such Renewal Term, except that (i) In Lessee shall pay Lessor Basic Rent in lawful currency of the event that United States of America for such Equipment during such Renewal Term in an Assignor Option Event shall occur, Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") amount equal to, if the Assignor Option Event occurs and such payment is made prior to the first anniversary of the Closing DateRenewal Rent for such Renewal Term determined as aforesaid, $84 million, and if it occurs which Basic Rent shall be payable on or each Lease Payment Date occurring after the first anniversary day of such Renewal Term for the Closing Date, Lease Period which preceded it and on the last day of such Renewal Term (any Basic Rent payable on the last day of such Renewal Term to be in an amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In addition, the Assignor may, at its election and regardless of whether there has occurred an Assignor Option Event, (A) on or after the third anniversary of the Closing Date, repurchase the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the appropriate pro rata amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any time, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * Basic Rent payable in respect of the Assigned Interests for a repurchase price ("Secured Financing Event Price"Lease Period during such Renewal Term if such Basic Rent is payable in respect of a period that is less than six months long) equal to, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction Stipulated Loss Value applicable during such Renewal Term shall be determined by agreement of Lessor and Lessee within 20 days of receipt by Lessor of Lessee's notice to renew; during the 20-day period, the parties agree to negotiate in good faith to agree upon the Stipulated Loss Value Schedule to apply during such Renewal Term and should include compensation to Lessor for loss of the actual exercise price and any brokerage or similar Fair Market Sales Value, recapture of tax benefits, recovery of transaction costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrantsand an appropriate premium representing Lessee's upside; provided that, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (orsuch, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), ------------- Stipulated Loss Values shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. (d) In connection with the consummation of an Assignees Option Repurchase, an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase pursuant to subparagraphs (a) and (b) above (each, a "Repurchase Event"), Assignees agree that they will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignees' failure to exercise the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignees from exercising the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis Stipulated Loss Value as of the date of the Change of Control (after giving effect to the transaction, if any, that results from the Change of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85the Basic Lease Term, plus 3% of the * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable as of the date of such exerciseoriginal Equipment Cost. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and (A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii). (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees under this Section 5.07, Guilford will promptly pay or cause Assignor to pay such amounts.

Purchase Options. (a) In the event that of: (A) the insolvency of the Class B Member, General Cable Corporation, or any relevant Affiliate, or a Purchase Option Material Breach by the Class B Member, General Cable Corporation, or any relevant Affiliate, (B) the occurrence of any Irreconcilable Difference, other than an Irreconcilable Difference under item (i) of the definition of an Irreconcilable Difference (i.e., insolvency or Material Breach of the Class A Member or SpecTran), after one year from the date hereof, or (C) the occurrence of an Event shall occur, Assignees of Withdrawal of the Class B Member other than with the consent of the Class A Member; the Class A Member shall have the rightoption, but not which must be exercised by the obligation delivery to the Class B Member of written notice of its intent to exercise its option, and by the exercise of such option within sixty (60) days after the occurrence of such Irreconcilable Difference (the "Assignees Option Repurchase"), exercisable from the date of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of written notice from Assignor or Guilford of the Purchase Option Event (the "Purchase Option Exercise Period"), to require Assignor to repurchase from Assignees the Assigned Interests for a repurchase price equal to, if the Purchase Option Event occurs be assigned all and such payment is made prior to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary not less than all of the Closing Date, Interest of the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(a) (the "Assignees Option Repurchase Price"). In the event that Assignees elect to exercise their rights to require an Assignees Option Repurchase, then Assignor shall, within ten (10) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period"), repurchase from Assignees the Assigned Interests Class B Member at the Assignees Option Repurchase Price, the payment of which shall . The Option Period will automatically be made by wire transfer, in immediately available funds, to Assignees' Account designated by Assignees in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests extended for the Assignees period necessary to establish the Option Repurchase Price and the Assignees Option Repurchase Price shall be immediately due and payable without any further action or notice by any partyPrice. (ib) In the event that of: (A) the Bankruptcy or insolvency of the Class A Member, SpecTran, or any relevant Affiliate, (B) a Material Breach by the Class A Member, SpecTran or any relevant Affiliate, or (C) the Class A Member's failure to exercise, within the Option Period, its option to acquire an Assignor Option Event shall occur, Assignor assignment of the Interest of the Class B Member pursuant to Section 10.5(a); the Class B Member shall have the option ("Assignor Option Repurchase"), exercisable within one hundred to acquire an assignment of all and eighty (180) days after the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to, if the Assignor Option Event occurs and such payment is made prior to the first anniversary of the Closing Date, $84 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In addition, the Assignor may, at its election and regardless of whether there has occurred an Assignor Option Event, (A) on or after the third anniversary of the Closing Date, repurchase the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any time, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * of the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold less than all of the common stock received upon Interest of the Class A Member at the Option Price. Such option must be exercised by the delivery to the Class A Member of written notice of its intent to exercise its option, and by the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. (d) In connection with the consummation of an Assignees Option Repurchase, an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase pursuant to subparagraphs (a) and (b) above (each, a "Repurchase Event"), Assignees agree that they will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignees' failure to exercise the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignees from exercising the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Change of Control (after giving effect to the transaction, if any, that results from the Change of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85% of the * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable as of the date of such exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and (A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given option within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in after the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as Class B Member is notified of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii). (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees option under this Section 5.07, Guilford will promptly pay 10.5(b) or cause Assignor to pay such amountsthe expiration of the Option Period.

Purchase Options. (a) In the event that a Purchase Option Events. So long as no Bankruptcy Default or ---------------------- any Event shall occurof Default has occurred and is continuing, Assignees Lessee shall have the right, but not the obligation (the "Assignees Option Repurchase"), exercisable from the date of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of written notice from Assignor or Guilford of the Purchase Option Event (the "Purchase Option Exercise Period"), right to require Assignor to repurchase from Assignees the Assigned Interests for a repurchase price equal to, if the Purchase Option Event occurs and such payment is made prior to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(a) (the "Assignees Option Repurchase Price"). In the event that Assignees elect to exercise their rights to require an Assignees Option Repurchase, then Assignor shall, within ten (10) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period"), repurchase from Assignees the Assigned Interests at the Assignees Option Repurchase Price, the payment of which shall be made by wire transfer, in immediately available funds, to Assignees' Account designated by Assignees in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Option Repurchase Price and the Assignees Option Repurchase Price shall be immediately due and payable without any further action or notice by any party. (i) In the event that an Assignor Option Event shall occur, Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to, if the Assignor Option Event occurs and such payment is made prior to the first anniversary of the Closing Date, $84 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In addition, the Assignor may, at its election and regardless of whether there has occurred an Assignor Option Event, (A) on or after the third anniversary of the Closing Date, repurchase the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any time, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * of the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. (d) In connection with the consummation of an Assignees Option Repurchase, an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase pursuant to subparagraphs (a) and (b) above (each, a "Repurchase Event"), Assignees agree that they will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignees' failure to exercise the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignees from exercising the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control ifpurchase: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence all but not less than all of the Change of Control (orTransponders, in if Lessee timely delivers or is deemed to have delivered the case of an event described in Final Notice contemplated by clause (ii) of the definition second paragraph of Change of ControlSection 18(a) (stating that it will purchase the Transponders), upon on the closing expiration date of the transaction that results from Basic Term or the Change Renewal Term, as applicable, at a purchase price equal to the Fair Market Sales Value of Controlthe Transponders as of such date as determined pursuant to the Subsequent Appraisal; (ii) all (but not less than all) of the Transponders on the EBO Date at a purchase price equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price equal to the greater of (A) the Termination Value for such Transponders as of such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the surviving entity Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the Change present value of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable Scheduled Rent with respect to the following specified periodsTransponders (expressed as a percentage of Lessor's Cost) a fully-dedicated Aggrastat salesforce of at least 25 people (either on a full time equivalent basisterm basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) from and after June 30the Lease not qualifying as an Operating Lease for Lessee, 2004; 45 people from and after June 30, 2005; and 75 people at then Lessee shall have the right to purchase all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are but not less than all) of ---- the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford Transponders on June 25, 2003, any Rent Payment Date at a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Change of Control (after giving effect price equal to the transaction, if any, that results from the Change higher of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85% of the * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) the Fair Market Sales Value of this subsection (f) are not fulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning Transponders on such date andRent Payment Date (offset, if in the Assignees exercise event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an Assignees Option Repurchase, amount equal to the Assignees Option Repurchase Price shall be immediately due and payable as excess of (y) the actual Fair Market Sales Value of the date of such exercise. (g) In Transponders on the event the Assignees elect to exercise Commencement Date, as determined by an Assignees Option Repurchase based upon the occurrence of an event described appraisal obtained in clauses (iaccordance with Section 19(b)(ii), (ii) or (iii) of which appraisal shall take into consideration all factors and conditions existing on the definition of Change of Control and (A) there has Commencement Date that were not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined taken into account in the Subordinated Indenturedetermination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, Lessor's Cost for the Assignor may elect by written notice given within Transponders set forth in the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (iCommencement Date Appraisal) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) Termination Value of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of Transponders on such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthlyRent Payment Date. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii). (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees under this Section 5.07, Guilford will promptly pay or cause Assignor to pay such amounts.

Purchase Options. (a) In the event Provided that a Purchase Option Event shall occur, Assignees shall have the right, but not the obligation (the "Assignees Option Repurchase"), exercisable from the date no Lease Default of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of written notice from Assignor or Guilford of the Purchase Option Event (the "Purchase Option Exercise Period"), to require Assignor to repurchase from Assignees the Assigned Interests for a repurchase price equal to, if the Purchase Option Event occurs and such payment is made prior to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees types specified in accordance with Schedule 5.07(a) (the "Assignees Option Repurchase Price"). In the event that Assignees elect to exercise their rights to require an Assignees Option Repurchase, then Assignor shall, within ten (10) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iiiSections 17.1(a), (iv), (v), (vib) or (viij) thereof or Lease Event of Default shall have occurred and otherwise within fifteen be continuing (15) days following Assignor's receipt unless such Lease Event of Assignees' repurchase election notice Default involves a single Property and can be cured by the exercise of the option to purchase by Lessee of such Property and such Property is referenced in the Purchase Notice (the "Assignees Option Repurchase Period"referenced below)), repurchase from Assignees the Assigned Interests at the Assignees Option Repurchase Priceand subject to Section 19.2, the payment of which shall be made by wire transfer, in immediately available funds, to Assignees' Account designated by Assignees in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Option Repurchase Price and the Assignees Option Repurchase Price shall be immediately due and payable without any further action or notice by any party. (i) In the event that an Assignor Option Event shall occur, Assignor Lessee shall have the option (the "Assignor Option Repurchase"Purchase Option), exercisable within one hundred and eighty by giving Lessor no less than sixty (18060) days after irrevocable written notice (the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase PricePurchase Notice") equal toof Lessee's election to exercise such option as to any Property, if the Assignor Option Event occurs and such payment is made prior to the first on any anniversary of the Closing DateBasic Term Commencement Date for such Property (or if all Properties are to be acquired on any such anniversary), $84 million, and if it occurs to purchase all or one or more Properties on or after the first anniversary of the Closing Date, the amount determined by reference to the such date of payment by Assignor to Assignees specified in accordance with Schedule 5.07(b)(i). (ii) In addition, the Assignor may, such Purchase Notice at its election and regardless of whether there has occurred an Assignor Option Event, (A) on or after the third anniversary of the Closing Date, repurchase the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference Termination Value for such Property or Properties (which the parties do not intend to be a "bargain" purchase price), and Lessee at such time shall also pay any and all Rent then due and owing and all other amounts then due and owing (including without limitation amounts, if any, described in clause FIRST of Section 22.2) (such Termination Value, Rent and other amounts being hereafter referred to as the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A"Purchase Option Price"); and (B) at any timeprovided, if a potential secured financing requires a security interest in any of however, that unless the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * of Lessor otherwise consents or the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment Option is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or exercised after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated Construction Period Termination Date with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in fullProperties, the common stock issuable upon full exercise of such Warrants held Purchase Option may not be exercised by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option RepurchaseLessee if, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to such exercise, the reductions set forth in Maximum Property Cost of the first sentence of purchased Properties (together with all other Properties purchased by Lessee pursuant to this Section 5.07(c)), plus (b20.1) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 would be greater than 35% of the Securities Exchange Act of 1934greatest Maximum Property Cost applicable at any time during the Term. The confidential portions have been submitted separately to the Securities and Exchange Commission. (d) In connection with the consummation of an Assignees If Lessee exercises its Purchase Option Repurchase, an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase pursuant to subparagraphs (a) this Section 20.1, Lessor shall transfer to Lessee all of Lessor's right, title and (b) above (each, a "Repurchase Event"), Assignees agree that they will (i) promptly execute interest in and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignees' failure to exercise the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignees from exercising the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis Property as of the date specified in the Purchase Notice upon receipt of the Change of Control (after giving effect to the transactionPurchase Option Price, amounts, if any, that results from the Change referred to in clause FIRST of ControlSection 22.2 and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement. To effect any transfer and assignment by Lessor to Lessee under this Section 20.1, Lessor shall execute, acknowledge (where required) and thereafter measured quarterly on deliver to Lessee each of the last day following: (i) a special or limited warranty Deed conveying the Property (to the extent it is real property) to Lessee free and clear of each calendar quarter on a consolidated basisthe Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (5ii) achieves Primary Product Net Sales a Bill of at least 85% Sale conveying the Property (to the extent it is personal pxxxxrty) to Lessee free and clear of the * Sales * as projected for each year during Lien of this Lease, the TermLien of the Credit Documents and any Lessor Liens; (6iii) with respect any real estate tax affidavit or other document required by law to such Surviving Party, Guilford be executed and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any timefiled in order to record the Deed; and (7iv) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions a FIRPTA affidavit. For purposes of this exhibit have been omitted in reliance on Rule 24b-2 Lease and the other Operative Agreements, any and all 27 amounts paid by Lessee pursuant to the provisions of Section 10.3(f) of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Participation Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due amounts paid and payable as of the date of such exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and (A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased received pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect20.1. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii). (i) Without in any manner limiting Lessee may assign its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees rights under this Section 5.0720.1 to another Person; provided, Guilford will promptly pay or cause Assignor Lessee shall remain liable for all obligations of Lessee hereunder respecting Property remaining subject to pay the terms of this Lease subsequent to such amountsassignment as if such assignment had not occurred.

Purchase Options. Subject to Sections 6.2 and 6.3, the Lessee shall have the right to purchase all, but not less than all, of the Lessor’s right, title and interest in and to the Undivided Interest: (a) In the event that a Purchase Option Event shall occur, Assignees shall have the right, but not the obligation (the "Assignees Option Repurchase"), exercisable from on the date of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of written notice from Assignor or Guilford expiration of the Purchase Option Event (the "Purchase Option Exercise Period")Initial Lease Term or any Renewal Term, to require Assignor to repurchase from Assignees the Assigned Interests for at a repurchase price equal to, if the Purchase Option Event occurs and such payment is made prior to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(a) (the "Assignees Option Repurchase Price"). In the event that Assignees elect to exercise their rights to require an Assignees Option Repurchase, then Assignor shall, within ten (10) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period"), repurchase from Assignees the Assigned Interests at the Assignees Option Repurchase Price, the payment of which shall be made by wire transferpurchase price, in immediately available funds, to Assignees' Account designated by Assignees in such election notice. Notwithstanding anything equal to the contrary contained hereinFair Market Sales Value of the Undivided Interest as of such date; provided, however, that Lessee may not elect to purchase the Undivided Interest on such date of expiration if there has occurred and is continuing a Significant Lease Default or Lease Event of Default; or (b) on the Fixed Price Purchase Option Date, at a purchase price, in immediately upon available funds, equal to the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Option Repurchase Fixed Price and the Assignees Option Repurchase Price shall be immediately Purchase Amount plus all Base Rent due and payable without any further action or notice by any party. (i) In the event that an Assignor Option Event shall occur, Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to, if the Assignor Option Event occurs and such payment is made owing prior to the first anniversary of the Closing Date, $84 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In additionsuch payment, the Assignor may, at its election plus all Supplemental Rent due and regardless of whether there has occurred an Assignor Option Event, (A) owing on or after the third anniversary of the Closing Date, repurchase the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference prior to the date of such payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any timeplus the Swap Breakage Amount, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase")any, repurchase up to * of the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal toplus, if the Secured Financing Event on such Fixed Price Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Option Date, the Lessee Section 467 Loan Balance, if any, on such Date (as adjusted pursuant to Section 4 hereof). Upon payment of such amounts, and after Lessee has paid all other amounts due and payable to Lessor and each other Person payable under the Operative Documents (and any payment of interest on the amount determined by reference calculated pursuant to this Section 6.1(b) at the Overdue Rate from the date specified for payment until actually paid if not paid on the date so specified) the Lessor shall pay to the date of payment by Assignor Lessee the Lessor Section 467 Loan Balance on such Date (as adjusted pursuant to Assignees in accordance with Schedule 5.07(b)(ii)(BSection 4 hereof) (initially calculated with respect to 100% all amounts set forth in the preceding two sentences of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), this clause (b), (cthe “Purchase Price”); provided, (f) and (g) multiplied by however, Lessee may not elect the applicable factor specified in Schedule 5.07(c) for each Repurchase Fixed Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, Purchase Option if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Fixed Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. (d) In connection with the consummation of an Assignees Option Repurchase, an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase pursuant to subparagraphs (a) and (b) above (each, a "Repurchase Event"), Assignees agree that they will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignees' failure to exercise the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignees from exercising the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Change of Control (after giving effect to the transaction, if any, that results from the Change of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85% of the * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable as of the date of such exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and (A) Date there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option is continuing a Significant Lease Default or Lease Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii)Default. (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees under this Section 5.07, Guilford will promptly pay or cause Assignor to pay such amounts.

Purchase Options. (a) In the event that a Purchase Option Events. So long as no Bankruptcy Default or ---------------------- any Event shall occurof Default has occurred and is continuing, Assignees Lessee shall have the right, but not the obligation (the "Assignees Option Repurchase"), exercisable from the date of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of written notice from Assignor or Guilford of the Purchase Option Event (the "Purchase Option Exercise Period"), right to require Assignor to repurchase from Assignees the Assigned Interests for a repurchase price equal to, if the Purchase Option Event occurs and such payment is made prior to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(a) (the "Assignees Option Repurchase Price"). In the event that Assignees elect to exercise their rights to require an Assignees Option Repurchase, then Assignor shall, within ten (10) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period"), repurchase from Assignees the Assigned Interests at the Assignees Option Repurchase Price, the payment of which shall be made by wire transfer, in immediately available funds, to Assignees' Account designated by Assignees in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Option Repurchase Price and the Assignees Option Repurchase Price shall be immediately due and payable without any further action or notice by any party. (i) In the event that an Assignor Option Event shall occur, Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to, if the Assignor Option Event occurs and such payment is made prior to the first anniversary of the Closing Date, $84 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In addition, the Assignor may, at its election and regardless of whether there has occurred an Assignor Option Event, (A) on or after the third anniversary of the Closing Date, repurchase the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any time, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * of the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. (d) In connection with the consummation of an Assignees Option Repurchase, an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase pursuant to subparagraphs (a) and (b) above (each, a "Repurchase Event"), Assignees agree that they will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignees' failure to exercise the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignees from exercising the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control ifpurchase: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) if Lessee timely delivers or is deemed to have delivered the occurrence of the Change of Control (or, in the case of an event described in Final Notice contemplated by clause (ii) of the definition fourth paragraph of Change of ControlSection 18(a) or by Section 18(d) (stating that it will purchase the Transponders identified in such Final Notice), upon such Transponders on the closing expiration date of the transaction that results from Basic Term or the Change First Renewal Term, as applicable, at a purchase price equal to the Fair Market Sales Value of Controlsuch Transponders as of such date as determined pursuant to the most recent Subsequent Appraisal; (ii) all (but not less than all) of the Transponders on the EBO Date at a purchase price equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIII of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price equal to the greater of (A) the Termination Value for such Transponders as of such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); (iv) [INTENTIONALLY OMITTED]; (v) if the aggregate of all Rental Adjustments, if any, under the surviving entity Lease, which occur after the In-Service Date in connection with a Covered Tax Law Change, which when combined with all Rental Adjustments made on or prior to the In-Service Date pursuant to the Participation Agreement shall result in (A) an increase in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all present value of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable Scheduled Rent with respect to the following specified periodsTransponders (up to and including the EBO Date) a fullyand the EBO Amount (discounted to the In-dedicated Aggrastat salesforce Service Date at the Discount Rate) as compared to the present value set forth in Item 8 to Schedule E, of at least 25 people more than 2% of the Lessor's Cost with respect to the Transponders or (on a full time equivalent basisB) from and after June 30the Lease not qualifying as an Operating Lease for Lessee, 2004; 45 people from and after June 30, 2005; and 75 people at then Lessee shall have the right to purchase all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are but not less than ---- all) of the amounts indicated Transponders subject to this Lease on any Rent Payment Date at a price equal to the higher of (i) the Fair Market Sales Value of such Transponders on such Rent Payment Date (offset, in the Net event such Fair Market Sales Projections and Budget provided to Assignees Value is greater than the Fair Market Sales Value set forth in the In-Service Date Appraisal, by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Change of Control (after giving effect amount equal to the transaction, if any, that results from excess of (y) the Change actual Fair Market Sales Value of Control) and thereafter measured quarterly such Transponders on the last day In-Service Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors and conditions existing on the In-Service Date that were not taken into account in the determination of each calendar quarter Fair Market Sales Value set forth in the In-Service Date Appraisal over (z) Lessor's Cost for such Transponders set forth in the In-Service Date Appraisal) or (ii) the Termination Value of such Transponders on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85% of the * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving PartyRent Payment Date; and (iivi) none if the Series A Notes shall not have been refinanced on or prior to June 30, 1993, then Lessee shall have the right to purchase all but not less than all of the Guilford 5% Convertible Subordinated Notes due 2008 are acceleratedTransponders on August 31, none 1993, for a purchase price equal to the higher of the holders Fair Market Sales Value or the Termination Value of such notes have elected to have Transponders determined as of such notes repurchased date; provided, however, that if the Lessee shall not exercise the foregoing -------- ------- option by timely providing the irrevocable notice pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilledSection 19(b)(i)(5), then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable tax indemnity contained as of the date of such exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and (A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount Exhibit Q to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election Participation Agreement shall take effect retroactive to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii). (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees under this Section 5.07, Guilford will promptly pay or cause Assignor to pay such amounts.

Purchase Options. Using the 15 invoices selected in paragraph 1 above, verify the purchase order reference number on the invoice with the purchase order (a) In if available). EXHIBIT E to Pooling Agreement FORM OF TRANSFEROR CERTIFICATE THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR THE LAWS OF ANY FOREIGN COUNTRY. THIS CERTIFICATE MAY NOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH RESALE, TRANSFER OR DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND FOREIGN LAWS. IN ADDITION TO THE RESTRICTIONS SET FORTH ABOVE, RESALE, TRANSFER OR DISPOSITION OF THIS CERTIFICATE IS PROHIBITED TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT (AS DEFINED BELOW). BIG FLOWER RECEIVABLES MASTER TRUST TRANSFEROR CERTIFICATE THIS CERTIFIES THAT BFP RECEIVABLES CORPORATION is the event that a Purchase Option Event shall occur, Assignees shall have registered owner of an interest in the right, but not the obligation Big Flower Receivables Master Trust (the "Assignees Option RepurchaseTrust"), exercisable from the date of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of written notice from Assignor or Guilford of the Purchase Option Event (the "Purchase Option Exercise Period"), to require Assignor to repurchase from Assignees the Assigned Interests for a repurchase price equal to, if the Purchase Option Event occurs and such payment is made prior which was created pursuant to the first anniversary Pooling and Servicing Agreement, dated as of this Closing Date_______, $54.6 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(a) (the "Assignees Option Repurchase Price"). In the event that Assignees elect to exercise their rights to require an Assignees Option Repurchase, then Assignor shall, within ten (10) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period"), repurchase from Assignees the Assigned Interests at the Assignees Option Repurchase Price, the payment of which shall be made by wire transfer, in immediately available funds, to Assignees' Account designated by Assignees in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Option Repurchase Price and the Assignees Option Repurchase Price shall be immediately due and payable without any further action or notice by any party. (i) In the event that an Assignor Option Event shall occur, Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to, if the Assignor Option Event occurs and such payment is made prior to the first anniversary of the Closing Date, $84 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In addition, the Assignor may, at its election and regardless of whether there has occurred an Assignor Option Event, (A) on or after the third anniversary of the Closing Date, repurchase the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any time, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * of the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price 1996 (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. (d) In connection with the consummation of an Assignees Option Repurchase, an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase pursuant to subparagraphs (a) and (b) above (each, a "Repurchase Event"), Assignees agree that they will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as same may be necessary to releaseamended, supplemented or evidence the relative ranking of, Assignees' Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignees' failure to exercise the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignees from exercising the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Change of Control (after giving effect to the transaction, if any, that results from the Change of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85% of the * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or modified from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable as of the date of such exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and (A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity AccountPooling Agreement"), securing by and among BFP Receivables Corporation, a Delaware corporation, as Transferor ("Transferor"), Big Flower Press Holdings, Inc., as initial Servicer (in such capacity, the Obligations"Servicer"), and MANUFACTURERS AND TRADERS TRUST COMPANY, Trustee (ii) on in such capacity, together with its successors and assigns in such capacity, the first Business Day "Trustee"). This Certificate is the duly authorized Transferor Certificate designated and issued under the Pooling Agreement. To the extent not otherwise defined herein, capitalized terms have the meanings assigned to them in Appendix A to the Pooling Agreement. This Certificate is subject to the terms, provisions and conditions of, and is entitled to the benefits afforded by, the Pooling Agreement, to which terms, provisions and conditions the holder of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees this Certificate by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each virtue of the next eight (8) calendar quartersacceptance hereof assents and by which the holder is bound. This Certificate shall not bear interest. The Pooling Agreement may be amended and the rights and obligations of the parties thereto and of the holder of this Certificate modified as set forth in the Pooling Agreement. Unless the certificate of authentication hereon shall have been executed by or on behalf of Trustee by the manual signature of a duly authorized signatory, including this Certificate shall not entitle the quarter holder hereof to any benefit under the Pooling Agreement or under any other Transaction Document or be valid for any purpose. This Certificate is limited in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect right of payment to the Liquidity Account upon any default in the payment Transferred Assets. Transferor may not transfer, assign, exchange or performance of the Obligationsotherwise convey or pledge, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor hypothecate or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their otherwise grant a security interest in this Certificate or any interest represented hereby except in compliance with the Liquidity Account. Upon such requestterms, the Assignees shall release their security interest conditions and restrictions set forth in the Liquidity Account upon their determination, Pooling Agreement. Any attempted transfer of all or any part of this Certificate other than as permitted by the Pooling Agreement shall be void and of no effect. This Certificate shall be construed in their reasonable discretion, that as accordance with the laws of the date State of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, includingNew York, without limitationreference to its conflict of laws principles, an event described and all obligations, rights and remedies under, or arising in clause (iii) connection with, this Certificate shall be determined in accordance with the laws of the definition State of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii)New York. (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees under this Section 5.07, Guilford will promptly pay or cause Assignor to pay such amounts.

Purchase Options. (a) In Subject to Section 5.07(f) below, in the event that a Purchase Option Event (other than a Purchase Option Event described in clause (viii) of the definition thereof) shall occur, Assignees Assignee shall have the right, but not the obligation (the "Assignees Assignee Option Repurchase"), exercisable from the date of the within one hundred five (105) days with respect to a Purchase Option Event (whether or not Assignor gives notice thereof) through the date other than a Funding Termination Event and one hundred and eighty ninety-five (180195) days after its with respect to a Funding Termination Event of the type described in clauses (i) or (ii) of the definition thereof, following the later of (x) the occurrence of a Purchase Option Event or (y) Assignee's receipt of written notice from Assignor or Guilford Ortec of the Purchase Option Event (the "Purchase Option Exercise Period"), to require Assignor to repurchase from Assignees Assignee the Assigned Interests for a repurchase price equal to, to (i) if the Purchase Option Event occurs and such payment is made on or prior to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary of the Closing Date, an amount equal to [***] percent of the Aggregate Purchase Price that has been paid by Assignee to Assignor as of the date that Assignor pays such amount determined by reference to Assignee; and (ii) if the Purchase Option Event occurs after the date that is twelve (12) months following the Closing Date, an amount equal to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(a) Put Option Exercise Price (the "Assignees Option Repurchase Price"). In the event that Assignees elect Assignee elects to exercise their rights to require an Assignees Option Repurchaseits right as provided in the immediately preceding sentence, then Assignor shall, within ten forty-five (1045) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following AssignorAssignee's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period"), repurchase from Assignees Assignee the Assigned Interests at the Assignees Option Repurchase Price, the payment of which shall be made by wire transfer, in immediately available funds, to Assignees' Assignee's Account designated by Assignees Assignee in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Option Repurchase Price and the Assignees Option Repurchase Price shall be immediately due and payable without any further action or notice by any party. (ib) In the event that an Ortec enters into a License Agreement or Distribution Agreement, or any such License Agreement or Distribution Agreement is amended (including but not limited to under Section 6.03(c) of the Management Agreement), pursuant to which the rate of royalties or other similar payments to be derived therefrom shall be equal to a percentage rate which is less than two times the product of (x) the greater of the Applicable Percentage in effect at the date of the commencement of such License Agreement or five percent (5%) times (y) 2.25, then Assignee shall have the right to require Assignor to repurchase from Assignee the Assigned Interests at the Repurchase Price; provided, however, that if the Licensee or Distribution Party that is party to such License Agreement or Distribution Agreement, as applicable, offers to assume Assignor's Obligations under this Agreement, Assignee may, but shall not be obligated to, agree to such assumption, thereby (if Assignee does agree in writing to such assumption) waiving its right to compel a repurchase by Assignor of the Assigned Interests at the Repurchase Price under Section 5.07(a). (c) In the event that a Call Option Event shall occur, Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to, if the Assignor Option Event occurs and such payment is made prior to the first anniversary greater of (i) an amount equal to [***] times the Aggregate Purchase Price that has been paid by Assignee to Assignor as of the Closing Date, $84 million, date that Assignor pays its option and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In additionan amount which, the Assignor may, at its election and regardless of whether there has occurred an Assignor Option Event, (A) on or after the third anniversary of the Closing Date, repurchase the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any time, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * of the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of taking into account all other cash inflows derived from the Assigned Interests actually repurchased received by Assignee therefor hereunder, and taking into account the Assignor)timing and the amount of the cash outflows in the form of an Assigned Interest Closing Payment, will result in such cash flows yielding a [***] internal rate of return on investment to Assignee, but in no event shall such amount be less than $1.00. * (c) The Assignees Option Repurchase Price, Payment of the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price (as calculated shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commissionelection notice. (d) In connection with the consummation of an Assignees Assignee Option Repurchase, an Repurchase or Assignor Option Repurchase, a Call or a Secured Financing Event Purchase Repurchase pursuant to subparagraphs (a), (b) and (bc) above (each, a "Repurchase Event"), Assignees agree Assignee agrees that they it will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' release Assignee's Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignees' Assignee's failure to exercise the Assignees Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignees Assignee from exercising the Assignees Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option EventEvent or a subsequent event described in Section 5.07(b). (f) Notwithstanding anything to In the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees event that a Purchase Option Repurchase based upon the occurrence of an event Event described in clauses clause (i), (ii) or (iiiviii) of the definition of Change of Control if: (i) Simultaneously with (orthereof shall occur, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Change of Control (after giving effect to the transaction, if any, that results from the Change of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85% of the * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control Assignee shall be deemed to be a have automatically exercised an Assignee Option Repurchase on the date on which such Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would occurred unless Assignee otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable as of the date of such exercise. (g) In the event the Assignees elect waives in writing its right to exercise an Assignees Assignee Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and (A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date following Assignee's receipt of the Assignees' election to take such stock), or (y) a secured promissory note written notice from Ortec of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon The forty-five (45) day Repurchase Period for the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period repurchase from Assignee of the Term prior Assigned Interests at the Repurchase Price applicable to such automatic exercise shall commence on the release of the Liquidity Account by Assignees, it shall be an immediate date on which such Purchase Option Event occurred or, if during any calendar quarterAssignee otherwise elects by written notice to Ortec, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii)date of Assignee's receipt of written notice from Ortec of the occurrence of such Purchase Option Event. (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees under this Section 5.07, Guilford will promptly pay or cause Assignor to pay such amounts.

Purchase Options. 7.1 On or after the occurrence and during the continuance of a Revolving Event of Default and the acceleration of the Revolving Debt, the Person(s) designated by the Note Collateral Agent (athe “Designated Note Purchaser(s)”) In the event that a Purchase Option Event shall occur, Assignees shall have the rightoption, but not the obligation (the "Assignees Option Repurchase"), exercisable from the date of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of by written notice from Assignor or Guilford the Note Collateral Agent to the Revolving Credit Agent, to purchase all of the Purchase Option Event Revolving Debt (including the "Purchase Option Exercise Period"Revolving Lenders’ collateral interest in the Collateral), to require Assignor to repurchase from Assignees . On the Assigned Interests for a repurchase price equal to, if date specified by the Purchase Option Event occurs and Note Collateral Agent in such payment is made notice (which may not be later than the Business Day prior to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(a) (commencement of the "Assignees Option Repurchase Price"). In sale or other liquidation of the event that Assignees elect to exercise their rights to require an Assignees Option Repurchase, then Assignor shall, within Collateral of which the Note Collateral Agent shall have been given no less than ten (10) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iiiprior notice), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period"), repurchase from Assignees the Assigned Interests at the Assignees Option Repurchase Price, the payment of which Revolving Lenders shall be made by wire transfer, in immediately available funds, to Assignees' Account designated by Assignees in such election notice. Notwithstanding anything sell to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Option Repurchase Price and the Assignees Option Repurchase Price shall be immediately due and payable without any further action or notice by any party. (iDesignated Note Purchaser(s) In the event that an Assignor Option Event shall occur, Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to, if the Assignor Option Event occurs and such payment is made prior to the first anniversary of the Closing Date, $84 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to Revolving Debt. Upon the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In additionsuch purchase and sale, the Assignor mayDesignated Note Purchaser(s) shall (a) pay to Revolving Credit Agent, at for its election account and regardless of whether there has occurred an Assignor Option Event, (A) on or after the third anniversary account of the Closing DateRevolving Secured Parties, repurchase as the Assigned Interests purchase price therefor the full amount of all such Revolving Debt (a "Call"exclusive of Letter of Credit Outstandings) for a repurchase price then outstanding and unpaid ("Call Price") equal to the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any timeincluding principal, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase")interest, repurchase up to * of the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal tofees, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 millionindemnities, and if it occurs on or after the first anniversary of the Closing Dateexpenses, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignorincluding reasonable attorneys’ fees and legal expenses). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (iib) in connection therewith furnish the net Revolving Loan Agent with cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants collateral in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. (d) In connection with the consummation of an Assignees Option Repurchase, an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase pursuant to subparagraphs (a) and (b) above (each, a "Repurchase Event"), Assignees agree that they will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignees' failure to exercise the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignees from exercising the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Change of Control (after giving effect to the transaction, if any, that results from the Change of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85103% of the * Sales * as projected for each year during the Term; (6) with respect maximum amount available to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions be drawn under outstanding Letters of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer Credit (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchasedRevolving Loan Agreements). If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control Such purchase shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable as of the date of such exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) expressly made without representation or (iii) of the definition of Change of Control and (A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity warranty of any kind by the Revolving Credit Agent or type of both Guilford the Revolving Secured Parties and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything without recourse to the contrary contained in Section 5.07(a)Revolving Credit Agent or the Revolving Secured Parties, Assignees except that Revolving Lenders shall not exercise an Assignees Option Repurchase based solely upon represent and warrant: (a) that the occurrence Revolving Lenders own the Revolving Debt free and continuance clear of an event described in clause any Liens or encumbrances, (iiib) of the definition of Purchase Option Event if (i) on Revolving Lenders have the Closing Date, Assignor pledges right to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (assign the "Liquidity Account"), securing the ObligationsRevolving Debt, and (iic) on the first Business Day assignment is duly authorized, executed and delivered. Any cash collateral furnished for outstanding letters of credit which is not required to be utilized to reimburse the Revolving Lenders for any drawings thereunder and fees and expenses associated therewith shall be returned to the Note Collateral Agent upon the expiration or cancellation of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for letter of credit or after each such letter of credit is fully drawn. The obligations of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled Revolving Lenders to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release sell their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii). (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees respective Revolving Debt under this Section 5.077.1 are several and not joint, Guilford will promptly pay or cause Assignor and if any Revolving Lender breaches its obligations to pay such amountssell its Revolving Debt, the Designated Note Purchaser(s) may (but shall not be obligated to) purchase the Revolving Debt of the other Revolving Lenders; it being acknowledged that nothing in this Section 7.1 shall require the Designated Note Purchaser(s) to purchase less than all of the Revolving Debt.

Purchase Options. (a) In the event Provided that a Purchase Option Event shall occur, Assignees shall have the right, but not the obligation (the "Assignees Option Repurchase"), exercisable from the date no Lease Default of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of written notice from Assignor or Guilford of the Purchase Option Event (the "Purchase Option Exercise Period"), to require Assignor to repurchase from Assignees the Assigned Interests for a repurchase price equal to, if the Purchase Option Event occurs and such payment is made prior to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees types specified in accordance with Schedule 5.07(a) (the "Assignees Option Repurchase Price"). In the event that Assignees elect to exercise their rights to require an Assignees Option Repurchase, then Assignor shall, within ten (10) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iiiSections 17.1(a), (iv), (v), (vib) or (viij) thereof or Lease Event of Default shall have occurred and otherwise within fifteen be continuing (15) days following Assignor's receipt unless such Lease Event of Assignees' repurchase election notice Default involves a single Property and can be cured by the exercise of the option to purchase by Lessee of such Property and such Property is referenced in the Purchase Notice (the "Assignees Option Repurchase Period"referenced below)), repurchase from Assignees the Assigned Interests at the Assignees Option Repurchase Priceand subject to Section 19.2, the payment of which shall be made by wire transfer, in immediately available funds, to Assignees' Account designated by Assignees in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Option Repurchase Price and the Assignees Option Repurchase Price shall be immediately due and payable without any further action or notice by any party. (i) In the event that an Assignor Option Event shall occur, Assignor Lessee shall have the option (the "Assignor Option RepurchasePurchase Option"), exercisable within one hundred and eighty by giving Lessor no less than sixty (18060) days after irrevocable written notice (the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase PricePurchase Notice") equal toof Lessee's election to exercise such option as to any Property, if the Assignor Option Event occurs and such payment is made prior to the first on any anniversary of the Closing DateBasic Term Commencement Date for such Property (or if all Properties are to be acquired on any such anniversary), $84 million, and if it occurs to purchase all or one or more Properties on or after the first anniversary of the Closing Date, the amount determined by reference to the such date of payment by Assignor to Assignees specified in accordance with Schedule 5.07(b)(i). (ii) In addition, the Assignor may, such Purchase Notice at its election and regardless of whether there has occurred an Assignor Option Event, (A) on or after the third anniversary of the Closing Date, repurchase the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference Termination Value for such Property or Properties (which the parties do not intend to be a "bargain" purchase price), and Lessee at such time shall also pay any and all Rent then due and owing and all other amounts then due and owing (including without limitation amounts, if any, described in clause FIRST of Section 22.2) (such Termination Value, Rent and other amounts being hereafter referred to as the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A"Purchase Option Price"); and (B) at any timeprovided, if a potential secured financing requires a security interest in any of however, that unless the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * of Lessor otherwise consents or the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment Option is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or exercised after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated Construction Period Termination Date with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in fullProperties, the common stock issuable upon full exercise of such Warrants held Purchase Option may not be exercised by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option RepurchaseLessee if, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to such exercise, the reductions set forth in Maximum Property Cost of the first sentence of purchased Properties (together with all other Properties purchased by Lessee pursuant to this Section 5.07(c)), plus (b20.1) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 would be greater than 35% of the Securities Exchange Act of 1934greatest Maximum Property Cost applicable at any time during the Term. The confidential portions have been submitted separately to the Securities and Exchange Commission. (d) In connection with the consummation of an Assignees If Lessee exercises its Purchase Option Repurchase, an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase pursuant to subparagraphs (a) this Section 20.1, Lessor shall transfer to Lessee all of Lessor's right, title and (b) above (each, a "Repurchase Event"), Assignees agree that they will (i) promptly execute interest in and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignees' failure to exercise the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignees from exercising the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis Property as of the date specified in the Purchase Notice upon receipt of the Change of Control (after giving effect to the transactionPurchase Option Price, amounts, if any, that results from the Change referred to in clause FIRST of ControlSection 22.2 and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement. To effect any transfer and assignment by Lessor to Lessee under this Section 20.1, Lessor shall execute, acknowledge (where required) and thereafter measured quarterly on deliver to Lessee each of the last day following: (i) a special or limited warranty Deed conveying the Property (to the extent it is real property) to Lessee free and clear of each calendar quarter on a consolidated basisthe Lien of this Lease, the Lien of the Credit Documents 27 and any Lessor Liens; (5ii) achieves Primary Product Net Sales a Bxxx of at least 85% Sale conveying the Property (to the extent it is personal property) to Lessee free and clear of the * Sales * as projected for each year during Lien of this Lease, the TermLien of the Credit Documents and any Lessor Liens; (6iii) with respect any real estate tax affidavit or other document required by law to such Surviving Party, Guilford be executed and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any timefiled in order to record the Deed; and (7iv) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions a FIRPTA affidavit. For purposes of this exhibit have been omitted in reliance on Rule 24b-2 Lease and the other Operative Agreements, any and all amounts paid by Lessee pursuant to the provisions of Section 10.3(f) of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Participation Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due amounts paid and payable as of the date of such exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and (A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased received pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect20.1. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii). (i) Without in any manner limiting Lessee may assign its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees rights under this Section 5.0720.1 to another Person; provided, Guilford will promptly pay or cause Assignor Lessee shall remain liable for all obligations of Lessee hereunder respecting Property remaining subject to pay the terms of this Lease subsequent to such amountsassignment as if such assignment had not occurred.

Purchase Options. (a) In the event that a Purchase Option Event shall occuroccur during the Term, Assignees the Assignee shall have the right, but not the obligation (the "Assignees Assignee Option Repurchase"), exercisable from the date within *** days of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of written notice from the Assignor or Guilford of the Purchase Option Event (the "Purchase Option Exercise Period"), to require the Assignor to repurchase from Assignees the Assignee the Assigned Interests for a repurchase price equal toto an amount such that the amount of such repurchase price, if the Purchase Option Event occurs and such payment is made prior together with all amounts paid to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary Assignee in respect of the Closing DateAssigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the amount determined Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not repaid by reference Assignee to Assignor, discounted annually at the Applicable Discount Rate to the date of payment by Assignor or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignees in accordance with Schedule 5.07(a) Assignor, equals the Aggregate Purchase Price (the "Assignees Assignee Option Repurchase Price"). In ; provided, however, that if the event that Assignees elect constituting a Purchase Option Event also constitutes a Call Option Event and Assignor has exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise their rights to require an Assignees the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within ten (10) *** days following the Assignor's receipt of Assignees' the Assignee's repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period")notice, repurchase from Assignees the Assignee the Assigned Interests at the Assignees Assignee Option Repurchase Price, Price the payment of which shall be made by wire transfer, in immediately available funds, to Assignees' the Assignee's Account designated by Assignees the Assignee in such election notice. Notwithstanding anything If the applicable repurchase price payable under this Section 5.07(a) is equal to the contrary contained herein, immediately upon average of the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Assignee Option Repurchase Price and the Assignees Assignor Option [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price shall be immediately due and payable without any further action or notice by any partythe Assignor Option Repurchase Option. (ic) In the event that an Assignor a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal toto *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and such payment is made prior (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the first anniversary contrary, the repurchase price shall equal the greater of the Closing DateAssignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, $84 million, and if it occurs on or after Assignor must notify Assignee of its election to so repurchase the first anniversary of the Closing Date, the amount determined by reference Assigned Interests not less than *** days prior to the date of payment by the Call Option Event. Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In additionshall, within *** days following the Assignor may, at its election and regardless consummation of whether there has occurred an Assignor the Call Option Event, (A) on or after repurchase from the third anniversary of the Closing Date, repurchase Assignee the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any time, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * of the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Assignor Option Repurchase Price", as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that Assignor or Orthovita licenses a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (c)(i) or (ii) shall not be applied to reduce the Repurchase Price other than a license for the subsequent Repurchase Event. Notwithstanding anything herein use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in any Schedules to the contraryRHAKOSS in either Europe or North America, the sum or [***] We are seeking confidential treatment of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c))these terms, plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit which have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934omitted. The confidential portions have portion has been submitted filed separately to with the Securities and Exchange Commission. enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (de) In connection with the consummation of an Assignees Assignee Option Repurchase, an Assignor Option Repurchase, a Call Assignor RHAKOSS Repurchase Option or a Secured Financing Event Purchase Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) and or (bd) above (each, a "Repurchase Event"), Assignees agree Assignee agrees that they it will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' release Assignee's Lien on the collateral Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (ef) Assignees' Assignee's failure to exercise the Assignees Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignees Assignee from exercising the Assignees Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an Event or a subsequent event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Change of Control (after giving effect to the transaction, if any, that results from the Change of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85% of the * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable as of the date of such exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and (A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii5.07(b). (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees under this Section 5.07, Guilford will promptly pay or cause Assignor to pay such amounts.