Common use of Sales of Assets, Etc Clause in Contracts

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoing, an “Asset Sale”), except: (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of business; (d) transfers of Property by any Guarantor to any Obligor; (e) dispositions of any Property that is surplus, obsolete, worn out or no longer used or useful in the Business; (f) any transaction permitted under Section 9.03 or 9.05; (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTx; and (j) Asset Sales not otherwise described in this Section 9.09, of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereof.

Sales of Assets, Etc. Such Unless the prepayment required under Section 3.03(b)(i) simultaneously is made, such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and Equity Interests capital stock of such Subsidiaries), or forgive, release or compromise ) to any amount owed to such Obligor or Subsidiary, in each case, Person in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash for equivalent value and inventory in the ordinary course of its business for equivalent valuebusiness; (b) sales or leases of inventory in the ordinary course of its business on ordinary business terms; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary development and other collaborative arrangements in the ordinary course of business, where such arrangements provide for the licenses or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights or other product or service marketing rights consistent with general market practices and the Borrower’s past practices; provided that such arrangements are not a sale of the Property in substance; (d) transfers of Property by any Guarantor Obligor to any Obligorother Obligor (subject to the limitations set forth in Section 9.03(b) and (c)); (e) dispositions a sale, lease, exclusive license, transfer or other disposition of any Property that is surplus, obsolete, obsolete or worn out or no longer used or useful in connection with the Businessbusiness of Borrower or its Subsidiaries; (f) dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (g) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds (determined on an after-tax basis) of such disposition are applied to the purchase price of such replacement property within 180 days; (h) dispositions resulting from casualty events; (i) so long as no Event of Default has occurred and is continuing, non-exclusive licenses of Borrower’s Intellectual Property to Foreign Subsidiaries that are terminable, at Majority Lenders’ request, upon the occurrence of an Event of Default unless such Foreign Subsidiaries become Subsidiary Guarantors hereunder; (j) licenses for the use of the Intellectual Property of Borrower or its Subsidiaries (but not to any of Borrower’s Affiliates except for a Permitted Commercialization Arrangement Vehicle) that are approved by Borrower’s Board of Directors and which would not result in a legal transfer of title of the licensed property used either (i) for clinical indications other than epilepsy (which may be exclusive or non-exclusive licenses), (ii) for clinical indications for epilepsy within the United States (which may be non-exclusive licenses only); or (iii) for clinical indications for cancer diagnostics outside the United States to distributors only (which may be non-exclusive licenses, or licenses that are exclusive in scope or geography only); (k) any transaction permitted under Section 9.03 or 9.05; . Notwithstanding the foregoing, unless a mandatory prepayment is required under Section 3.03(b)(i), in which case Borrower shall pay any Specified Proceeds (gdefined below) any exclusive license (whether or not exclusive as directly to the granting partyLenders, upon the occurrence of (A) a Material Adverse Change, (B) an Asset Sale of intellectual property Intellectual Property or exclusive grant equipment generating gross proceeds in excess of $1,000,000 or (whether C) an Asset Sale of a Subsidiary of Borrower, Borrower shall open a segregated deposit account with a deposit bank, in which a first priority security interest is granted in favor of the Lenders, which deposit account shall be subject to a control agreement in favor of the Lenders, and Borrower shall thereafter deposit in such segregated account all proceeds from any Asset Sale described in clauses (B) and (C) hereof consisting of proceeds from Intellectual Property and equipment (“Specified Proceeds”). For the avoidance of doubt, Asset Sale as used in this paragraph shall include the sale, license, lease or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import other transfer or export any pharmaceutical composition or product disposition of any Person, interest in one transaction or a series of transactions; provided that (i) no Default shall have occurred Intellectual Property and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTx; and (j) Asset Sales not otherwise described in this Section 9.09, of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereofequipment.

Sales of Assets, Etc. Such Obligor Unless such Borrower simultaneously makes the prepayment required under Section 3.03(b)(i), each Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and Equity Interests capital stock of such Subsidiaries), or forgive, release or compromise ) to any amount owed to such Obligor or Subsidiary, in each case, Person in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), exceptexcept for any of the following: (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (c) research, development, manufacturing, assembly, sterilization, quality assurance, advertising, marketing, promotion, sales agent, or confidentiality arrangements where such arrangements provide for the forgivenesslicenses or disclosure of Patents, release Trademarks, Copyrights or compromise of any amount owed to any Obligor or Subsidiary other Intellectual Property rights in the ordinary course of businessbusiness and consistent with general market practices, provided that such arrangements do not grant any Person (other than any Obligor) the right to manufacture and sell any material products of any Borrower on such Person’s own behalf; (d) transfers of Property by (i) any Guarantor Obligor to any other Obligor and (ii) by any Foreign Subsidiary to any Obligor; (e) sales or transfers of Property (other than cash or inventory) by any Obligor to any Foreign Subsidiary; provided that the terms thereof are no less favorable (including the amount of cash received by such Obligor) to such Obligor than those that would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of any Obligor; provided further that if such sale is not on arm’s length terms, such sale of Property to a Foreign Subsidiary shall be permitted, but only if such Foreign Subsidiary shall transfer cash to such Obligor in the amount equal to the fair market value of the sold or transferred Property within 15 days of such sale or transfer; (f) dispositions of any Property that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (f) any transaction permitted under Section 9.03 or 9.05; (g) any exclusive license (whether or not exclusive as up to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product $2 million of any Person, in one transaction or a series other Asset Sales during the term of transactionsthis Agreement; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise);and (h) those transactions permitted by Sections 9.03 or 9.04. Lenders acknowledge and agree that clause (f) above includes the right for any license for one or more indications with respect Borrower to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications make decisions in the United Statesordinary course of business regarding the registration of any of its Intellectual Property, whether pursuant to a co-promotion arrangement including without limitation, any decisions regarding application, prosecution, abandonment, or otherwise; (i) dispositions cancellation of any such Intellectual Property, without the Equity Interests in MeiraGTx; and (j) Asset Sales not otherwise described in this Section 9.09, consent of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereofLender.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoing, an “Asset Sale”), except: (ai) transfers of cash in the ordinary course of its business for equivalent value; (bii) sales of inventory in the ordinary course of its business on ordinary business terms; (ciii) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of business; (div) transfers of Property by any Guarantor to any Obligor; (ev) dispositions of any Property that is surplus, obsolete, worn out or no longer used or useful in the Business; (fvi) any transaction permitted under Section 9.03 9(c) or 9.059(e); (gvii) any exclusive license (whether or not exclusive as to the granting party) of intellectual property Intellectual Property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (hviii) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (iix) dispositions of the Equity Interests in MeiraGTx; and; (jx) Asset Sales not otherwise described in this Section 9.099(i), of property with an aggregate fair market value not to exceed at any time $7,500,000 8,625,000 since August 28, 2015; and (xi) Assets Sales not otherwise described in this Section 9(i), to the date hereofextent that the Net Proceeds from such Asset Sales are used to permanently reduce the obligations under the Senior Credit Facilities Agreements.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and Equity Interests capital stock of such Subsidiaries), or forgive, release or compromise ) to any amount owed to such Obligor or Subsidiary, in each case, Person in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course of its business for equivalent valuevalue or in connection with transactions permitted hereunder; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (c) development and other collaborative arrangements where such arrangements provide for the forgivenesslicenses or disclosure of Patents, release Trademarks, Copyrights or compromise of any amount owed to any Obligor or Subsidiary other Intellectual Property rights in the ordinary course of businessbusiness and consistent with general market practices where such license requires periodic payments based on per unit sales of a product over a period of time and provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; (d) (i) transfers of Property by any Guarantor Obligor to any other Obligor; (ii) transfers of Property by any Subsidiary to any Obligor on arm’s length terms or for reasonably equivalent value; (iii) transfers of Property by any Obligor to another Subsidiary that is not a Subsidiary Guarantor (when considered in the aggregate with such Indebtedness permitted under Section 9.01(f)(iii), Guarantees permitted under Section 9.01(g)(ii) and such Investments permitted in reliance on Section 9.05(e)(iii)) in an amount not exceeding $500,000 in the aggregate at any time, measured at fair market value; and (iv) transfers of Property by any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor; (e) dispositions of any Property that is surplus, obsolete, surplus or worn out or no longer used or useful in the Business; (f) any transaction or disposition permitted under Section 9.03 9.02, Section 9.03, Section 9.05 or 9.05Section 9.06; (g) any exclusive license (whether or not exclusive other Disposition the Net Cash Proceeds of which are applied as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwiserequired under Section 3.03(b)(i); (h) any license for one licenses entered into in the ordinary course of business of Obligor Intellectual Property or more indications other property owned by an Obligor which may only be exclusive with respect respective to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in geographical location outside the United States, whether pursuant provided that such licenses must be true licenses as opposed to a co-promotion arrangement or otherwiselicenses that are sales transactions in substance; (i) dispositions non-exclusive licenses of Obligor Intellectual Property entered into in the Equity Interests ordinary course of business; (j) other Asset Sales not exceeding $100,000 in MeiraGTxthe aggregate over the term of this Agreement; (k) Asset Sales resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or assets of Borrower or any Subsidiary, provided that the proceeds thereof are promptly (and in any event not to exceed 90 days) applied to replace such assets; and (jl) Asset Sales not otherwise described in this Section 9.09, the abandonment or other disposition of property Obligor Intellectual Property that is no longer useful or material to the conduct of the business of Borrower and its Subsidiaries with an aggregate a fair market value not to exceed at any time or for aggregate proceeds not exceeding $7,500,000 since 500,000 in the date hereofaggregate over the term of this Agreement.

Sales of Assets, Etc. Such Obligor It will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transferas a licensor, transfer (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws) or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor the Borrower or Subsidiaryany of its Subsidiaries, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash or Permitted Cash Equivalent Investments in the ordinary course Ordinary Course of its business Business for equivalent value; (b) sales or leases of inventory in the ordinary course Ordinary Course of its business Business on ordinary business terms; (c) the forgiveness, release or compromise of any amount owed to the Borrower or any Obligor or Subsidiary of its Subsidiaries in the ordinary course Ordinary Course of businessBusiness; (d) transfers of Property entering into, or becoming bound, by any Guarantor a Permitted License to any Obligorthe extent not otherwise prohibited by this Agreement; (e) dispositions development and other collaborative arrangements where such arrangements provide for the license or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights of any Obligor in the Ordinary Course of Business and consistent with general market practices; provided that (i) such licenses must be true licenses that do not result in a legal transfer of title of the licensed Property or otherwise constitute sales transactions in substance, and (ii) the aggregate amount of such periodic payments to the Obligors in any fiscal year shall not exceed $500,000; (f) a sale, lease, exclusive license, transfer or other disposition (including by way of abandonment or cancellation) of any Property that is surplus, obsolete, worn out out, surplus or no longer used or useful in connection with the Businessbusiness of the Obligors; (fg) dispositions resulting from Casualty Events; (i) any transaction permitted under Section 9.03 or 9.059.02, 9.03, 9.05 and 9.20; (gj) any exclusive license (whether so long as no Default or not exclusive as to the granting party) Event of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be is continuing immediately prior toat the time of such Asset Sale, or immediately after giving effect tothereto, such transaction, and (ii) the applicable licensee or grantee shall Asset Sales of other Property not commercialize any product for sale to exceed $500,000 in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTxaggregate per fiscal year; and (jk) Asset Sales not otherwise described in this Section 9.09, transfers of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereofProperty between Obligors.

Sales of Assets, Etc. Such Obligor will The Obligors shall not, and will shall not permit any of its Subsidiaries to, to sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property assets or property (including accounts receivable and receivable, Intellectual Property or Equity Interests of such Subsidiaries), grant or enter into any Exclusive License, forgive, release or compromise any amount owed to such Obligor or such Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except:except for the following (provided that, in the case of any Asset Sale of the type described in clauses (c), (i) or (j) below, the Obligors shall not, and shall not permit any of its Subsidiaries to, allow any such Asset Sale to occur if any Event of Default has occurred and is continuing or could reasonably be expected to occur as a result of such Asset Sale): (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (cb) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of business; (dc) transfers of Property assets or property (other than any Material Intellectual Property) by any Guarantor Obligor to any other Obligor; (ed) dispositions of any Property assets or property (including leaseholds, but other than any Material Intellectual Property) that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (fe) in connection with any transaction permitted under Section Sections 9.03 or 9.05; (f) the use of cash and Permitted Cash Equivalent Investments in the ordinary course of business or in connection with other business activities not prohibited or otherwise restricted hereby or by any other Loan Document; (g) any exclusive license (whether dispositions consisting of the sale, transfer, assignment or not exclusive as to other disposition of unpaid and overdue accounts receivable in connection with the granting party) of intellectual property collection, compromise or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise)settlement thereof; (h) any license dispositions of property to the extent that such property is exchanged for one or more indications with respect to a product, if credit against the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwisepurchase price of similar replacement property; (i) dispositions in the form of the Equity Interests in MeiraGTxany Exclusive License of Specified Intellectual Property permitted hereunder; and (j) Asset Sales not otherwise described in this Section 9.09, other dispositions of property with an aggregate fair market value not to exceed at $1,500,000 in the aggregate in any time $7,500,000 since the date hereoffiscal year.

Sales of Assets, Etc. Such Each Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transferas a licensor, transfer (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws) or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such any Obligor or Subsidiaryany of its Subsidiaries, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course Ordinary Course of its business Business for equivalent value; (b) sales or leases of inventory in the ordinary course Ordinary Course of its business on ordinary business termsBusiness; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary any of its Subsidiaries in the ordinary course Ordinary Course of businessBusiness; (d) transfers of Property entering into, or becoming bound, by any Guarantor a Permitted License to any Obligorthe extent not otherwise prohibited by this Agreement; (e) dispositions development and other collaborative arrangements where such arrangements provide for the license or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights of any Obligor or any of its Subsidiaries in the Ordinary Course of Business and consistent with general market practices; provided that (i) such licenses must be true licenses that do not result in a legal transfer of title of the licensed Property or otherwise constitute sales transactions in substance and (ii) the aggregate amount of such periodic payments to the Obligors and its Subsidiaries in any fiscal year shall not exceed $500,000; (f) a sale, lease, exclusive license, transfer or other disposition (including by way of abandonment, cancellation or trade-in) of any Property that is surplus, obsolete, worn out out, surplus or no longer used or useful in connection with the Businessbusiness of the Obligors and its Subsidiaries or with respect to which a newer and improved version is available; (fg) dispositions resulting from Casualty Events; (h) any transaction permitted under Section 9.03 or 9.02, 9.03, 9.05. 9.10 and 9.20; (gi) any exclusive license a sale, transfer or other disposition (whether including by way of abandonment, cancellation or not exclusive as to the granting partytrade-in) of intellectual property any Property of an Immaterial Foreign Subsidiary in connection with the liquidation, wind up or exclusive grant dissolution of such Immaterial Foreign Subsidiary; (whether j) so long as no Default or not exclusive as to the granting party) Event of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be is continuing immediately prior toat the time of such Asset Sale, or immediately after giving effect tothereto, such transaction, and (ii) the applicable licensee or grantee shall Asset Sales of other property not commercialize any product for sale to exceed $3,000,000 in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTxaggregate per fiscal year; and (jk) Asset Sales not otherwise described in this Section 9.09, of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereofConvertible Notes Funding Actions.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use)license, transfer, transfer or otherwise dispose of any of its Property property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (cb) the forgiveness, release or compromise of any amount owed to any other Obligor or Subsidiary in the ordinary course of business; (c) Asset Sales that constitute outbound licenses permitted pursuant to Section 9.13(b); (d) transfers of Property property by any Guarantor Subsidiary to any other Obligor; (e) dispositions of any Property property that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (f) in connection with any transaction permitted under Section 9.03 or 9.05; (g) any exclusive license (whether or not exclusive as dispositions of equipment to the granting party) extent that such equipment is simultaneously exchanged for credit against the purchase price of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise)replacement equipment; (h) any license dispositions for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications cash of past due accounts receivable in the United Statesordinary course of business (including any discount and/or forgiveness thereof) or, whether pursuant to a co-promotion arrangement in the case of accounts receivable in default, in connection with the collection or otherwisecompromise thereof; (i) dispositions of non-core assets acquired pursuant to a Permitted Acquisition; (j) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) not less than seventy five percent (75%) of the Equity Interests aggregate sales price from such disposition shall be paid in MeiraGTxcash and (ii) the aggregate fair market value of all assets so sold by the Borrower and its Domestic Subsidiaries, together, shall not exceed in any fiscal year $300,000 in the aggregate; and (k) disposition of accounts receivable pursuant to a financing transaction permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted by clauses (i) or (j) Asset Sales not otherwise described in of this Section 9.09, of property with an aggregate fair market value not 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to exceed at any time $7,500,000 since the date hereofresult therefrom.

Sales of Assets, Etc. Such Obligor Unless Borrower simultaneously makes the prepayment required under Section 3.03(b)(i), Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and Equity Interests capital stock of such Subsidiaries) to any CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Person in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”; it being understood, for the avoidance of doubt, that any non-exclusive license shall not constitute an Asset Sale), exceptexcept for any of the following: (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (c) strategic, development and other collaborative arrangements involving the forgivenesslicense or disclosure of Patents, release Trademarks, Copyrights or compromise of any amount owed to any Obligor or Subsidiary other Intellectual Property rights in the ordinary course of businessbusiness (including exclusive licenses for territory or field of use) and consistent with general market practices, provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; (d) transfers of Property by any Guarantor Obligor to any other Obligor; (e) dispositions of any Property that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (f) any transaction those transactions permitted under Section 9.03 by Sections 9.03, 9.04 or 9.059.06; (g) any exclusive license (whether or not exclusive so long as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have has occurred and be continuing immediately prior tois continuing, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether dispositions of non-core assets acquired pursuant to a co-promotion arrangement Permitted Acquisition or otherwise); other Investment permitted hereunder, within one (h1) any license for one year of such Permitted Acquisition or more indications with respect to a productother Investment, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTx; and (j) Asset Sales not otherwise described in this Section 9.09, of property with an aggregate fair market value amount not to exceed at any time $7,500,000 since 20% of the date hereof.total consideration of the total assets acquired in such Permitted Acquisition or other Investment;

Sales of Assets, Etc. Such Obligor will The Borrower shall not, and will shall not permit any of its Subsidiaries to, to sell, lease, exclusively license (in terms including, without limitation, by territory or by field of geography use except where the exclusive license to the territory or field of useuse would not have a Material Adverse Effect), transfer, or otherwise dispose of any of its Property assets or property (including accounts receivable and receivable, Intellectual Property or Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to the Borrower or any such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (cb) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of business; (c) outbound licenses permitted pursuant to Section 9.12; (d) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, transfers of Property assets or property (other than Material Intellectual Property) by any Subsidiary Guarantor to any other Obligor; (e) dispositions of any Property assets or property (other than any Material Intellectual Property) that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (f) in connection with any transaction permitted under Section 9.03 Sections 9.02, 9.03, 9.05, 9.06 or 9.059.10; (g) any exclusive license (whether or not exclusive as to the granting party) use of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred cash and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale Permitted Cash Equivalent Investments in the United States pharmaceutical, over the counter drug ordinary course of business or prescription drug markets unless such Obligor in connection with other business activities not prohibited or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement otherwise restricted hereby or otherwise)by any other Loan Document; (h) any license for one dispositions consisting of the sale, transfer, assignment or more indications other disposition of unpaid and overdue accounts receivable in connection with respect to a productthe collection, if the relevant Obligor compromise or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwisesettlement thereof; (i) dispositions of property to the Equity Interests in MeiraGTxextent that such property is exchanged for credit against the purchase price of similar replacement property; and (j) Asset Sales not otherwise described in this Section 9.09the lapse of any Intellectual Property, of property with an aggregate fair market value other than any Material Intellectual Property, not to exceed at any time $7,500,000 [***] in value in the aggregate since the date hereofClosing Date.

Sales of Assets, Etc. Such Obligor Unless the Borrower simultaneously makes the prepayment required under Section 3.03(b)(i), the Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and Equity Interests capital stock of such Subsidiaries), or forgive, release or compromise ) to any amount owed to such Obligor or Subsidiary, in each case, Person in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), exceptexcept for any of the following: (a) transfers of cash in the ordinary course of its business for equivalent value; (b) dispositions of Permitted Cash Equivalent Investments for equivalent value; (c) sales of inventory in the ordinary course of its business on ordinary business termsterms including to distributors; (cd) the forgiveness, release or compromise dispositions of any amount owed to any Obligor or Subsidiary accounts receivable for purposes of collection in the ordinary course of business; (de) disposition of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property; (f) development and other collaborative arrangements where such arrangements provide for the licenses or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights in the ordinary course of business and consistent with general market practices where such license requires periodic payments based on per unit sales of a product over a period of time and provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; (g) transfers of Property by any Guarantor Obligor to any other Obligor; (eh) dispositions of any Property that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (fi) any transaction those transactions permitted under Section by Sections 9.02, 9.03 or 9.05; (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTx; and (j) Asset Sales so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, dispositions of assets not otherwise described permitted in this Section 9.09, of property with an aggregate clauses (a) through (i) hereof so long as such dispositions are made at fair market value and the aggregate amount of all such dispositions would not exceed $1,000,000 during any fiscal year, or exceed $2,000,000 in the aggregate during the term of this Agreement. Lenders acknowledge and agree that clause (e) above includes the right for Borrower to exceed at make decisions in the ordinary course of business regarding the registration of any time $7,500,000 since of its Intellectual Property, including without limitation, any decisions regarding application, prosecution, abandonment, or cancellation of any such Intellectual Property, without the date hereofconsent of any Lender.

Sales of Assets, Etc. Such Obligor It will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transferas a licensor, transfer or otherwise dispose of any of its Property (including accounts receivable and Equity Interests capital stock of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor Borrower or Subsidiaryany of its Subsidiaries, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course Ordinary Course of its business Business for equivalent value; (b) sales or leases of inventory in the ordinary course Ordinary Course of its business Business on ordinary business terms; (c) the forgiveness, release or compromise of any amount owed to Borrower or any Obligor or Subsidiary of its Subsidiaries in the ordinary course Ordinary Course of businessBusiness; (d) transfers of Property entering into, or becoming bound by, a Permitted License (including those granted in connection with Collaboration Agreements or Permitted Commercialization Agreements) to the extent not otherwise prohibited by any Guarantor to any Obligorthis Agreement; (e) dispositions transfers of Property between Obligors; (f) a sale, lease, exclusive license, transfer or other disposition (including by way of abandonment or cancellation) of any Property that is surplus, obsolete, obsolete or worn out or no longer used or useful in connection with the Businessbusiness of Borrower and its Subsidiaries; (fg) dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the Ordinary Course of Business and not as part of a financing transaction; (h) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property; (i) dispositions resulting from Casualty Events; (j) the disposition of other property in the aggregate amount not to exceed $750,000 in any Fiscal Year; and (k) any transaction permitted under Section 9.03 or 9.05; (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make9.02, market9.03, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred 9.05 and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTx; and (j) Asset Sales not otherwise described in this Section 9.09, of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereof9.21.

Sales of Assets, Etc. Such Obligor will The Borrower shall not, and will shall not permit any of its Subsidiaries to, to sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property assets or property (including accounts receivable and receivable, Intellectual Property or Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to the Borrower or any such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (cb) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of business; (c) outbound licenses permitted pursuant to Section 9.13; (d) transfers of Property assets or property (other than Material Intellectual Property) by any Subsidiary Guarantor to any Obligorother Obligor (other than any Person that is required to become a Subsidiary Guarantor but has not yet done so); (e) dispositions of any Property assets or property (other than any Material Intellectual Property) that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (f) in connection with any transaction permitted under Section Sections 9.03 or 9.059.06; (g) any exclusive license (whether or not exclusive as to the granting party) use of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred cash and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale Permitted Cash Equivalent Investments in the United States pharmaceutical, over the counter drug ordinary course of business or prescription drug markets unless such Obligor in connection with other business activities not prohibited or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement otherwise restricted hereby or otherwise)by any other Loan Document; (h) any license for one dispositions consisting of the sale, transfer, assignment or more indications other disposition of unpaid and overdue accounts receivable in connection with respect to a productthe collection, if the relevant Obligor compromise or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwisesettlement thereof; (i) dispositions of property to the Equity Interests extent that such property is exchanged for credit against the purchase price of similar replacement property; (j) any Casualty Event that would constitute an Asset Sale; (k) dispositions of the Borrower’s right to receive proceeds, if any, resulting from its Claim in MeiraGTxconnection with the Qiagen Matter; and (jl) other Asset Sales not otherwise described in this Section 9.09, of property with an aggregate fair market value outside the ordinary course not to exceed at any time $7,500,000 500,000 in the aggregate since the date hereofClosing Date.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, directly or indirectly, sell, leaselease or sublease (as lessor or sub-lessor), sale and leaseback, assign, convey, exclusively license (including in terms of geography or field of use), transfer, or otherwise dispose of any of its Property businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of cash receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business for equivalent valueOrdinary Course; (b) sales of inventory inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s Length Transaction; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of businessOrdinary Course; (d) transfers Permitted Licenses and the transfer of Property by any Guarantor to any Obligornon-U.S. Product Authorization in connection therewith; (e) transfers of assets, rights or property (i) among Obligors or (ii) from any Subsidiary that is not an Obligor to an Obligor or another Subsidiary that is not an Obligor; (f) dispositions (including by way of abandonment or cancellation) of any Property equipment and other tangible property that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (f) any transaction permitted under Section 9.03 or 9.05business disposed of in the Ordinary Course in an Arm’s Length Transaction; (g) any exclusive license dispositions resulting from Casualty Events (whether or not exclusive as without giving effect to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale Dollar exception set forth in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwisedefinition thereof); (h) the unwinding of any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is Hedging Agreement permitted to market for sale and sell such product for one or more indications in the United States, whether by Section 9.05 pursuant to a co-promotion arrangement or otherwiseits terms; (i) dispositions the unwinding or settlement of the Equity Interests in MeiraGTx; andany Permitted Bond Hedge Transaction or Permitted Warrant Transaction; (j) Asset Sales not otherwise described identified in this Section Schedule 9.09; (k) so long as no Default or Event of Default has occurred and is continuing, of property or would result therefrom, other Asset Sales (other than with an aggregate respect to Material Intellectual Property) with a fair market value not in excess of $5,000,000 in the aggregate in any fiscal year; (l) other Asset Sales (other than with respect to exceed at Material Intellectual Property) not in excess of $10,000,000 in the aggregate in which any time $7,500,000 since Obligor or any Subsidiary will receive cash proceeds in an amount equal to no less than seventy-five percent (75%) of the date hereoftotal consideration (fixed or contingent) paid or payable to such Obligor or such Subsidiary, but only so long as, unless otherwise waived by Administrative Agent in its sole discretion, the Net Cash Proceeds of such Asset Sale are utilized to repay or prepay, in whole or in part, Indebtedness under and in accordance with Section 3.03(b); (m) dispositions in the Ordinary Course consisting of the abandonment of Intellectual Property (other than Material Intellectual Property) which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of Borrower or any of its Subsidiaries as currently conducted or anticipated to be conducted; (n) dispositions of cash and Permitted Cash Equivalents Investment in the Ordinary Course or otherwise in transactions permitted hereunder; and (o) to the extent constituting an Asset Sale, any Permitted Liens.

Sales of Assets, Etc. Such Obligor will shall not, and will shall not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use)license, transfer, or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise ) to any amount owed to such Obligor or Subsidiary, in each case, Person in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (c) development and other collaborative arrangements where such arrangements provide for the forgivenesslicenses or disclosure of Patents, release Trademarks, Copyrights or compromise of any amount owed to any Obligor or Subsidiary other Intellectual Property rights in the ordinary course of businessbusiness and consistent with general market practices where such license requires periodic payments based on per unit sales of a product, service or procedure over a period of time; provided, that, each such license does not effect a legal transfer of title to such Intellectual Property rights, that each such license must be a true license as opposed to a license that is a sales transaction in substance and that each such license does not materially restrict the ability of Borrower or any of its Subsidiaries to commercialize any material product of, or provide any material service or procedure by, Borrower or any of its Subsidiaries; (d) transfers of Property by (i) any Guarantor Obligor to any Obligor or (ii) any Subsidiary that is not an Obligor to any Obligor or any other Subsidiary that is not an Obligor; (e) dispositions of any Property equipment or fixed assets that is are surplus, obsolete, obsolete or worn out or no longer used or useful in the Businessbusiness of Borrower and its Subsidiaries; (f) licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business (but limited, in the case of licenses of Intellectual Property, to non-exclusive licenses), in each case, not interfering with the business of Borrower and its Subsidiaries; (g) to the extent constituting an Asset Sale, any transaction permitted under Section 9.03 9.02, 9.03, 9.05 or 9.05; 9.06 (g) in each case, other than by reference to this Section 9.09 (or any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwisesubclause hereof)); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwisedispositions resulting from Involuntary Dispositions that do not constitute an Event of Default; (i) dispositions the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business in connection with the collection or compromise thereof; (j) the lapse, abandonment, of other disposition of Obligor Intellectual Property that in the commercially reasonable business judgment of the Equity Interests in MeiraGTxObligors is not (i) necessary or material for the conduct of the businesses of Borrower and its Subsidiaries or (ii) material to the value of Borrower and its Subsidiaries; and (jk) any other Asset Sale; provided, that, (i) at least seventy-five percent (75.00%) of the consideration paid in connection with each such Asset Sale shall be cash proceeds paid contemporaneously with the consummation of such Asset Sale and (ii) the aggregate net book value of all of the Property sold or otherwise disposed of in such Asset Sale, together with the aggregate net book value of all of the Property sold or otherwise disposed of by Borrower and its Subsidiaries in all Asset Sales permitted under this clause (k), shall not exceed ten million Dollars ($10,000,000) during the term of this Agreement; provided, that, each of the following will be deemed to be cash proceeds paid contemporaneously with the consummation of such Asset Sale for purposes of this clause (k): (i) any liabilities (as shown on Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that (A) are either (1) assumed by the transferee with respect to the applicable Asset Sale or (2) otherwise described cancelled or terminated in this Section 9.09connection with such Asset Sale and (B) in each case, are expressly non-recourse to Borrower and each of property its Subsidiaries following the consummation of such Asset Sale, and (B) any securities or notes received by Borrower and its Subsidiaries from such transferee in connection with an aggregate fair market value not to exceed such Asset Sale that are readily marketable and could be converted by Borrower or such Subsidiary into cash or Permitted Cash Equivalent Investments at any the time $7,500,000 since of the date hereofclosing of such Asset Sale.

Sales of Assets, Etc. Such Obligor It will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transferas a licensor, transfer (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws) or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such an Obligor or Subsidiaryany of its Subsidiaries, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash or Permitted Cash Equivalent Investments in the ordinary course Ordinary Course of its business for equivalent valueBusiness in a manner not prohibited by the terms of this Agreement; (b) sales or leases of inventory inventory, products and services in the ordinary course Ordinary Course of its business on ordinary business termsBusiness; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course Ordinary Course of businessBusiness; (d) transfers of Property entering into, or becoming bound, by any Guarantor a Permitted License to any Obligorthe extent not otherwise prohibited by this Agreement; (e) dispositions development and other collaborative arrangements where such arrangements provide for the license or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights of any Obligor or any of its Subsidiaries in the Ordinary Course of Business and consistent with general market practices; provided that such licenses must be true licenses that do not result in a legal transfer of title of the licensed Property or otherwise constitute sales transactions in substance,; (f) a sale, lease, exclusive license, transfer or other disposition (including by way of abandonment, cancellation or trade-in) of any Property that is surplus, obsolete, worn out out, surplus or no longer used or useful in connection with the Businessbusiness of the Obligors or with respect to which a newer and improved version is available and, with respect to Intellectual Property, the conveyance, sale, lease, license, abandonment, lapse or other disposition in the Ordinary Course of Business that is, in the reasonable good faith judgment of such Obligor, immaterial to the business of such Obligor, no longer economically practicable or commercially desirable to maintain or used or useful in the business of such Obligor, or the expiration of such Intellectual Property is in accordance with its statutory term (provided that such term is not renewable); (fg) dispositions resulting from Casualty Events; (h) any transaction permitted under Section 9.03 or 9.02, 9.03, 9.05, 9.06, 9.10 and 9.20; (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) so long as no Default or Event of Default shall have occurred and be is continuing immediately prior toat the time of such Asset Sale, or immediately after giving effect tothereto, Asset Sales of other property not to exceed $1,000,000 in the aggregate per fiscal year; (j) a sale, transfer or other disposition (including by way of abandonment, cancellation or trade-in) of any Property of an Immaterial Foreign Subsidiary in connection with the liquidation, wind up or dissolution of such transactionImmaterial Foreign Subsidiary; (k) transfers of assets or property by any Obligor to any other Obligor, provided that if a Borrower is a party to such transfer of assets or property, a Borrower shall continue to own such assets or property transferred; (l) abandonments, cancellations or lapses of Intellectual Property rights or issuances or registrations, or applications for issuances or registrations, of Intellectual Property rights in the Ordinary Course of Business, which, in the good faith determination of the Obligors, are not material to the conduct of the business of the Obligors or its Subsidiaries; (m) the leasing or subleasing of real property in the Ordinary Course of Business; (n) transfers and/or terminations of, or constituting, leases, subleases, licenses, sublicenses or cross-licenses (including the provision of software under any open source license and any related transfer of improvements made to leased real property resulting therefrom), the transfers or terminations of which (i) do not materially interfere with the business of the Obligors and their respective Subsidiaries or (ii) relate to closed facilities or the applicable licensee or grantee shall not commercialize discontinuation of any product for sale line, and in each case are made in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions Ordinary Course of the Equity Interests in MeiraGTxBusiness; and (jo) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the Ordinary Course of Business; provided that no Asset Sales not Sale otherwise described permitted under any of the foregoing Section 9.09 shall apply to any Equity Interests in this Section 9.09, of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereofBorrower.

Sales of Assets, Etc. Such Obligor will The Obligors shall not, and will shall not permit any of its their Subsidiaries to, to sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property their assets or properties, whether now owned or hereafter acquired (including accounts receivable and receivable, Intellectual Property or Equity Interests of such Subsidiaries), grant or enter into any license (or equivalent) of Intellectual Property owned by the Obligors, or forgive, release or compromise any amount owed to such any Obligor or any such Subsidiary, or irretrievably abandon or dispose of any Patents, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except:except for the following (provided that, in the case of any Asset Sale of the type described in clauses (o), (r), and (s) below, the Obligors shall not, and shall not permit any of their Subsidiaries to, allow any such Asset Sale to occur if any Event of Default has occurred and is continuing or would result from such Asset Sale): (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business termsbusiness; (cb) the forgiveness, release or compromise of any amount owed to any an Obligor or Subsidiary any of its Subsidiaries in the ordinary course of business; (dc) transfers of Property assets or properties by any Guarantor Obligor or any of its Subsidiaries to any Obligoranother Obligor or between or among Subsidiaries that are not Obligors; (ed) dispositions of any Property asset or property (including leasehold interests, but other than any Material Intellectual Property) that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Businessbusiness of the Borrower and its Subsidiaries (in the reasonable, good faith judgment of the Obligors); (fe) any transaction as expressly permitted under Section Sections 9.02, 9.03 or 9.05; (f) the use of cash and Permitted Cash Equivalent Investments for any purpose not prohibited or otherwise restricted hereby or by any other Loan Document; (g) any exclusive license (whether dispositions consisting of the sale, discount, transfer, assignment or not exclusive as to other disposition of unpaid and overdue accounts receivable in connection with the granting party) collection, compromise or settlement thereof or in connection with the bankruptcy or reorganization of intellectual property suppliers or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise)customers; (h) dispositions of any license asset or property (other than Material Intellectual Property) to the extent that such asset or property is exchanged for one or more indications with respect to a product, if credit against the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwisepurchase price of similar replacement property; (i) the granting of any license of Intellectual Property to the extent permitted by Section 9.18; (j) any Casualty Event that would constitute an Asset Sale; (k) the sale of Qualified Equity Interests of the Borrower (to the extent not resulting in a Change of Control or other Event of Default); (l) the expiration, forfeiture, cancellation, lapse or abandonment of any registrations or applications for registration of any Intellectual Property (other than Material Intellectual Property) no longer used or useful in the conduct in the business of the Borrower or its Subsidiaries or to the extent no longer economically desirable in the conduct of their business (in the reasonable, good faith judgment of the Obligors); (m) customary transfer pricing and cost-sharing arrangements (i.e., “cost-plus” arrangements) among the Borrower and its Subsidiaries that are in the ordinary course of business; (n) any early unwind, settlement or termination of any Permitted Bond Hedge Transaction; (o) other Asset Sales (other than any abandonment or disposal of Material Intellectual Property) not otherwise permitted hereunder not to exceed $1,000,000 in the aggregate since the Closing Date; (p) the termination or unwinding of Hedging Agreements in the ordinary course of business; (q) cancellations, terminations or surrender by an Obligor or any Subsidiary thereof of any lease or sublease in the ordinary course of business; (r) other Asset Sales of tangible personal property (other than any abandonment or disposal of Material Intellectual Property) so long as (i) the assets subject to such Asset Sale are sold for fair value, as determined by the applicable Obligor or Subsidiary in good faith, (ii) at least 75% of the consideration therefor is cash or Permitted Cash Equivalent Investments and (iii) no Event of Default has occurred and is continuing immediately after giving effect to such Asset Sale; provided that the aggregate fair market value of all property subject to Asset Sales under this clause (r) shall not exceed $1,000,000 in any fiscal year; (s) the Specified Sublease Transaction; (t) dispositions of the Equity Interests in MeiraGTxjoint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between any joint venture parties set forth in joint venture arrangements and similar binding arrangements; and (ju) Asset Sales not otherwise described in this Section contractually committed to but unconsummated as of the Closing Date and identified on Schedule 9.09, of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereof.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, leaselease or sublease (as lessor or sub-lessor), sale and leaseback, assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of cash receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business for equivalent valueOrdinary Course; (b) sales of inventory inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s-Length Transaction; (c) so long as no Event of Default has occurred and is continuing, the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of businessOrdinary Course; (d) transfers of Property by any Guarantor to any ObligorPermitted Licenses; (e) transfers of assets, rights or property (i) among Obligors or (ii) from any Subsidiary that is not an Obligor to an Obligor or another Subsidiary that is not an Obligor; (f) dispositions (including by way of abandonment or cancellation) of any Property equipment and other tangible property that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (f) any transaction permitted under Section 9.03 or 9.05business disposed of in the Ordinary Course; (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default dispositions resulting from Casualty Events (and for the purposes of this clause (g), the cap in the defined term “Casualty Events” shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, not apply) and (ii) transfers of condemned property as a result of the applicable licensee exercise of “eminent domain” or grantee shall not commercialize any product for sale in other similar policies to the United States pharmaceutical, over respective Governmental Authority or agency that has condemned the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States same (whether pursuant to a co-promotion arrangement by deed in lieu of condemnation or otherwise); (h) the unwinding of any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is Hedging Agreement permitted to market for sale and sell such product for one or more indications in the United States, whether by Section 9.05 pursuant to a co-promotion arrangement or otherwiseits terms; (i) dispositions of the Equity Interests in MeiraGTx; andconnection with any transaction permitted under Section 9.03, 9.05, 9.06 or 9.14; (j) Asset Sales not otherwise described identified in Schedule 9.09; (k) so long as no Default or Event of Default has occurred and is continuing (or could reasonably be expected to occur after giving effect to such Asset Sale), in addition to the other Asset Sales set forth in this Section 9.09, of property other Asset Sales (other than with an aggregate respect to Material Intellectual Property or Material Real Property) with a fair market value not in excess of $5,000,000 (or the Equivalent Amount in other currencies) in the aggregate in any fiscal year (or such greater amount as the Administrative Agent may consent to exceed at in writing in its sole discretion); (l) other Asset Sales (other than with respect to Material Intellectual Property or Material Real Property) not in excess of $5,000,000 (or the Equivalent Amount in other currencies) in the aggregate in any time $7,500,000 since fiscal year (or such greater amount as the date hereofAdministrative Agent may consent to in writing in its sole discretion) in which any Obligor or any Subsidiary will receive cash proceeds in an amount equal to no less than seventy-five percent (75%) of the total consideration (fixed or contingent) paid or payable to such Obligor or such Subsidiary, but only so long as, unless otherwise waived by Administrative Agent in its sole discretion, the net cash proceeds of such Asset Sale are utilized to repay or prepay, in whole or in part, Indebtedness under and in accordance with Section 3.03(b); (m) dispositions in the Ordinary Course consisting of the abandonment, lapse or cancellation of Intellectual Property (other than Material Intellectual Property) which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of Borrower or any of its Subsidiaries; (n) dispositions of cash and Permitted Cash Equivalent Investments in the Ordinary Course or otherwise in transactions permitted hereunder; (o) any sale or issuance of (i) the Equity Interests of any Subsidiary to any Obligor, (ii) the Equity Interests of any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor, and (iii) the Equity Interests of any Subsidiary issued as qualifying shares under applicable Law; and (p) to the extent constituting an Asset Sale, any Permitted Liens. To the extent any Collateral is disposed of as expressly permitted by this Section 9.09 to any Person that is not an Obligor, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effectuate the foregoing.

Sales of Assets, Etc. Such Obligor will The Obligors shall not, and will shall not permit any of its their Subsidiaries to, to sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property their assets or properties (including accounts receivable and receivable, Intellectual Property or Equity Interests of such Subsidiaries), or forgive, ny-2328495 release or compromise any amount owed to such any Obligor or any such Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except:except for the following (provided that, in the case of any Asset Sale of the type described in clauses (c) or (i) below, the Obligors shall not, and shall not permit any of their Subsidiaries to, allow any such Asset Sale to occur if any Event of Default has occurred and is continuing or could reasonably be expected to occur as a result of such Asset Sale): (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (cb) the forgiveness, release or compromise of any amount owed to any an Obligor or Subsidiary any of its Subsidiaries in the ordinary course of business; (dc) transfers of Property assets or properties (other than any Material Intellectual Property) by any by any Obligor or any of its Subsidiaries to another Obligor (other than Cortendo and any Person that is required to become a Subsidiary Guarantor to any Obligorbut has not yet done so within the time periods set forth in Section 8.12(a)); (ed) dispositions of any Property asset or properties (including leaseholders, but other than any Material Intellectual Property) that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (fe) any transaction as expressly permitted under Section Sections 9.03 or 9.05; (f) the use of cash and Permitted Cash Equivalent Investments in the ordinary course of business or in connection with other business activities not prohibited or otherwise restricted hereby or by any other Loan Document; (g) any exclusive license (whether dispositions consisting of the sale, transfer, assignment or not exclusive as to other disposition of unpaid and overdue accounts receivable in connection with the granting party) of intellectual property collection, compromise or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise)settlement thereof; (h) dispositions of any license asset or property (other than Material Intellectual Property) to the extent that such asset or property is exchanged for one or more indications with respect to a product, if credit against the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwisepurchase price of similar replacement property; (i) dispositions any license of Intellectual Property to the extent permitted by Section 9.18; (j) any Casualty Event that would constitute an Asset Sale; (k) the lapse or abandonment of any registrations or applications for registration of any Intellectual Property (other than Material Intellectual Property) no longer used or useful in the conduct of the business of the Obligors or their Subsidiaries to the extent no longer economically desirable in the conduct of their business; (l) the sale of Qualified Equity Interests of Parent (to the extent not resulting in MeiraGTxa Change of Control or other Event of Default); and (jm) other Asset Sales not otherwise described in this Section 9.09, of property with an aggregate fair market value permitted hereunder not to exceed at any time $7,500,000 since 250,000 in the date hereofaggregate.

Sales of Assets, Etc. Such Obligor will The Obligors shall not, and will shall not permit any of its their Subsidiaries to, to sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property their assets or properties (including accounts receivable and receivable, Intellectual Property or Equity Interests of such Subsidiaries), grant or enter into any Exclusive License, forgive, release or compromise any amount owed to such any Obligor or any such Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except:except for the following (provided that, in the case of any Asset Sale of the type described in clauses (c) or (i) below, the Obligors shall not, and shall not permit any of their Subsidiaries to, allow any such Asset Sale to occur if any Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof): (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (cb) the forgiveness, release or compromise of any amount owed to any an Obligor or Subsidiary any of its Subsidiaries in the ordinary course of business; (dc) transfers of Property assets or properties by (i) any Obligor or any of its Subsidiaries to another Obligor or (ii) by any Guarantor Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor; (ed) dispositions of any Property assets or properties (including leaseholds, but other than any Intellectual Property) that is surplus, obsolete, obsolete or worn out or no longer used or useful in the BusinessBusiness and any surplus assets or properties; (e) the lapse, abandonment, cancellation or other disposition of Intellectual Property (other than any Material Intellectual Property in any Specified Jurisdiction) that is, in the good faith judgment of the Obligors, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of the Obligors; (f) any transaction permitted under Section 9.03 leases and subleases of real property and other property (other than Intellectual Property) and licenses or 9.05sublicenses of personal property (other than Intellectual Property) to third parties in the ordinary course of business, in each case, not interfering with the material business of the Obligors; (g) the sale, transfer, disposition or other disposition of the Equity Interests of any exclusive license (whether or not exclusive as non-U.S. Subsidiary to qualified directors to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the extent required by applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise)Laws; (h) any license for one or more indications with respect dispositions to a product, if the relevant Obligor or Subsidiary is permitted landlords of improvements made to market for sale and sell such product for one or more indications leased real property pursuant to customary terms of leases entered into in the United States, whether pursuant to a co-promotion arrangement or otherwiseordinary course of business; (i) dispositions the unwinding of the Equity Interests in MeiraGTx; andany Hedging Agreement permitted under Section 9.05(e) or (f); (j) the exercise by the Borrower or any Subsidiary of termination rights under any lease, sublease, license, sublicense, concession or other agreements in the ordinary course of business and to the extent permitted by Section 9.12; (k) dispositions of Investments in joint ventures and minority equity Investments pursuant to customary drag-along and other similar stockholder rights; (l) Asset Sales in connection with any transaction permitted under Sections 9.02, 9.03, 9.05 and 9.06; (m) the use of cash and Permitted Cash Equivalent Investments in the ordinary course of business or in connection with other business activities not prohibited or otherwise described restricted hereby or by any other Loan Document; (n) dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in this Section 9.09connection with the collection, compromise or settlement thereof; (o) dispositions of any asset or property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereof.extent that such asset or property is exchanged for credit against the purchase price of similar replacement property;

Sales of Assets, Etc. Such Obligor will notSell, and will not permit any of its Subsidiaries toassign, sell, lease, exclusively license (in terms of geography or field of use), transfer, lease or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, whether in one transaction or in a series of transactions (transactions) any of the foregoing, an “Asset Sale”), except: its assets (awhether now owned or hereafter acquired) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (c) the forgiveness, release or compromise of any amount owed to any Obligor person or entity, or permit any Subsidiary to do so, except (i)sales of assets in the ordinary course of business; , (d) transfers ii)sales of Property by any Guarantor to any Obligor; (e) dispositions of any Property that is surplus, inventory previously categorized as obsolete, worn out slow moving or no longer used surplusage and sales of machinery, equipment or useful other similar operating assets previously categorized as obsolete or surplusage and not utilized at the time of such sale in the Business; ordinary course of business of the selling entity, (f) any transaction iii)sales of artwork, (iv)sales of the stock of Subsidiaries permitted to be created under Section 9.03 or 9.05; 5.02(e)(iii) hereof, (g) any exclusive license (whether or not exclusive as v)after notice to the granting partyAgent and the Banks, sales of properties and assets following an approval by Borrower's board of directors that such sales are made for cash on commercially reasonable terms at fair market value and do not exceed 5% of Consolidated Tangible Net Worth (at the beginning of the applicable fiscal year) in any given fiscal year of the Borrower or 15% of Consolidated Tangible Net Worth (at the beginning of the applicable fiscal year) in the aggregate during the term of this Agreement (provided that the net cash proceeds of asset sales which shall have been reinvested by the Borrower or any Subsidiary of the Borrower, in accordance with, and as permitted by, Section 5.02(f)(5) of intellectual property this Agreement, in tangible assets having comparable value shall be deducted as of the date of such permitted reinvestment in calculating compliance with the 15% limitation in this clause (v)), (vi)a lease or exclusive grant sublease of new machining equipment valued at approximately $1,500,000 to Rail Products & Fabrications, Inc., based in Seattle, Washington (whether or not exclusive as "RPF"), (viii)after notice to the granting party) Agent and the Banks, and with the approval of rights the Borrower's board of directors, the sale of all or any portion of the Borrower's Xxxxxxxxx, Texas manufacturing plant, and the land, buildings, equipment, inventory, books, records and other property related thereto at any time on or prior to makeJune30, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction1999, and (iiix) sales of Borrower's investment in Dakota, Minnesota & Eastern Railroad Corp. for a price at least equal to the applicable licensee or grantee shall not commercialize any product for sale value of that investment as shown in the United States pharmaceuticalthen most recent financial statements of the Borrower provided to the Agent. By the Agent and the Banks agreeing to permit a sale, over assignment, lease or other disposition of assets by the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether Borrower pursuant to a co-promotion arrangement or otherwisethis Section 5.02(e); (h) any license , the Banks shall automatically, and without the need for one or more indications with respect to a product, if further action on the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions part of the Equity Interests in MeiraGTx; and Agent or the Banks, be deemed to have (j) Asset Sales not otherwise described in this Section 9.091)consented to the release by the Agent, immediately prior to the disposition of such assets, of property with an aggregate fair market value not all liens and security interests in such assets held by the Agent for itself and as agent for the benefit of the Banks under the Loan Documents, and (2)directed the Agent to exceed at any time $7,500,000 since take all appropriate and customary action required to assure and to effect the date hereoffull and complete release of all of such liens and security interests in such assets.

Sales of Assets, Etc. Such Each Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transferas a licensor, transfer (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws) or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such any Obligor or Subsidiaryany of its Subsidiaries, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course Ordinary Course of its business Business for equivalent value; (b) sales or leases of inventory in the ordinary course Ordinary Course of its business on ordinary business termsBusiness; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary any of its Subsidiaries in the ordinary course Ordinary Course of businessBusiness; (d) transfers of Property entering into, or becoming bound, by any Guarantor a Permitted License to any Obligorthe extent not otherwise prohibited by this Agreement; (e) dispositions development and other collaborative arrangements where such arrangements provide for the license or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights of any Obligor or any of its Subsidiaries in the Ordinary Course of Business and consistent with general market practices; provided that (i) such licenses must be true licenses that do not result in a legal transfer of title of the licensed Property or otherwise constitute sales transactions in substance and (ii) the aggregate amount of such periodic payments to the Obligors and its Subsidiaries in any fiscal year shall not exceed $500,000; (f) a sale, lease, exclusive license, transfer or other disposition (including by way of abandonment, cancellation or trade-in) of any Property that is surplus, obsolete, worn out out, surplus or no longer used or useful in connection with the Businessbusiness of the Obligors and its Subsidiaries or with respect to which a newer and improved version is available; (fg) dispositions resulting from Casualty Events; (h) any transaction permitted under Section 9.03 or 9.02, 9.03, 9.05. 9.10 and 9.20; (gi) any exclusive license a sale, transfer or other disposition (whether including by way of abandonment, cancellation or not exclusive as to the granting partytrade-in) of intellectual property any Property of an Immaterial Foreign Subsidiary in connection with the liquidation, wind up or exclusive grant dissolution of such Immaterial Foreign Subsidiary; (whether j) so long as no Default or not exclusive as to the granting party) Event of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be is continuing immediately prior toat the time of such Asset Sale, or immediately after giving effect tothereto, such transaction, and (ii) the applicable licensee or grantee shall Asset Sales of other property not commercialize any product for sale to exceed $3,000,000 in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise)aggregate per fiscal year; (hk) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale Xxxxxxxxxx and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwiseXxxxx Xxxx; (il) dispositions so long as no Default or Event of Default shall have occurred and is continuing at the Equity Interests time of such Asset Sale, licenses and other Asset Sales made in MeiraGTxconnection with Partner Agreements; and (jm) Asset Sales not otherwise described the sale of WaveForm Slovenia to WaveForm in this Section 9.09, the event of property with an aggregate fair market value not FDI Rejection (as defined in the WaveForm Slovenia Side Agreement) pursuant to exceed at any time $7,500,000 since the date hereofterms of the WaveForm Slovenia Side Agreement.

Sales of Assets, Etc. Such Obligor It will not, and will not permit any of its Material Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transferas a licensor, transfer (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws) or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, #98195096v26 release or compromise any amount owed to such an Obligor or Subsidiaryany of its Subsidiaries, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course Ordinary Course of its business Business for equivalent value; (b) sales or leases of inventory products and services in the ordinary course Ordinary Course of its business Business on ordinary business terms; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary and its Material Subsidiaries in the ordinary course Ordinary Course of businessBusiness; (d) transfers of Property entering into, or becoming bound, by any Guarantor a Permitted License to any Obligorthe extent not otherwise prohibited by this Agreement; (e) dispositions research, development and other collaborative arrangements where such arrangements provide for the license or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights (including Joint Intellectual Property) of any Obligor and its Material Subsidiaries in the Ordinary Course of Business and consistent with general market practices; provided that such licenses must be true licenses that do not result in a legal transfer of title of the licensed Property or otherwise constitute sales transactions in substance; (f) a sale, lease, exclusive license, transfer or other disposition (including by way of abandonment, cancellation or trade-in) of any Property that is surplus, obsolete, worn out out, surplus or no longer used or useful in connection with the Businessbusiness of the Obligors and its Material Subsidiaries or with respect to which a newer and improved version is available, and with respect to Intellectual Property, the conveyance, sale, lease, license, abandonment, lapse or other disposition in the Ordinary Course of Business that is immaterial to the business of such Obligor, no longer economically practicable or commercially desirable to maintain or used or useful in the business of such Obligor, or the expiration of such Intellectual Property is in accordance with its statutory term; (fg) dispositions resulting from Casualty Events; (h) any transaction permitted under Section 9.02, 9.03 or and 9.05; (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) so long as no Default or Event of Default shall have occurred and be is continuing immediately prior toat the time of such Asset Sale, or immediately after giving effect tothereto, such transaction, and (ii) the applicable licensee or grantee shall Asset Sales of other property not commercialize any product for sale to exceed $1,000,000 in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTxaggregate per fiscal year; and (j) Asset Sales not otherwise described a sale, transfer or other disposition (including by way of abandonment, cancellation or trade-in) of any Property of an Immaterial Subsidiary in this Section 9.09connection with the liquidation, wind up or dissolution of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereof.such Immaterial Subsidiary. #98195096v26

Sales of Assets, Etc. Such Obligor will The Obligors shall not, and will shall not permit any of its their Subsidiaries to, to sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property their assets or properties (including accounts receivable and receivable, Intellectual Property or Equity Interests of such Subsidiaries), grant or enter into any Exclusive License, forgive, release or compromise any amount owed to such any Obligor or any such Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except:except for the following (provided that, in the case of any Asset Sale of the type described in clauses (c) or (i) below, the Obligors shall not, and shall not permit any of their Subsidiaries to, allow any such Asset Sale to occur if any Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof): (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (cb) the forgiveness, release or compromise of any amount owed to any an Obligor or Subsidiary any of its Subsidiaries in the ordinary course of business; (dc) transfers of Property assets or properties by (i) any Obligor or any of its Subsidiaries to another Obligor or (ii) by any Guarantor Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor; (ed) dispositions of any Property assets or properties (including leaseholds, but other than any Intellectual Property) that is surplus, obsolete, obsolete or worn out or no longer used or useful in the BusinessBusiness and any surplus assets or properties; (e) the lapse, abandonment, cancellation or other disposition of Intellectual Property (other than any Material Intellectual Property in any Specified Jurisdiction) that is, in the good faith judgment of the Obligors, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of the Obligors; (f) any transaction permitted under Section 9.03 leases and subleases of real property and other property (other than Intellectual Property) and licenses or 9.05sublicenses of personal property (other than Intellectual Property) to third parties in the ordinary course of business, in each case, not interfering with the material business of the Obligors; (g) the sale, transfer, disposition or other disposition of the Equity Interests of any exclusive license (whether or not exclusive as non-U.S. Subsidiary to qualified directors to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the extent required by applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise)Laws; (h) any license for one or more indications with respect dispositions to a product, if the relevant Obligor or Subsidiary is permitted landlords of improvements made to market for sale and sell such product for one or more indications leased real property pursuant to customary terms of leases entered into in the United States, whether pursuant to a co-promotion arrangement or otherwiseordinary course of business; (i) the unwinding of any Hedging Agreement permitted under Section 9.05(e) or (f); (j) the exercise by the Borrower or any Subsidiary of termination rights under any lease, sublease, license, sublicense, concession or other agreements in the ordinary course of business and to the extent permitted by Section 9.12; (k) dispositions of Investments in joint ventures and minority equity Investments pursuant to customary drag-along and other similar stockholder rights; (l) Asset Sales in connection with any transaction permitted under Sections 9.02, 9.03, 9.05 and 9.06; (m) the Equity Interests use of cash and Permitted Cash Equivalent Investments in MeiraGTxthe ordinary course of business or in connection with other business activities not prohibited or otherwise restricted hereby or by any other Loan Document; (n) dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof; (o) dispositions of any asset or property to the extent that such asset or property is exchanged for credit against the purchase price of similar replacement property; (p) Casualty Events; (q) any license of Intellectual Property to the extent not prohibited by Section 9.18; (r) any Asset Sales described on Schedule 9.09; and (js) any other Asset Sales not otherwise described in this Section 9.09, of property with an aggregate a fair market value not to exceed at any time $7,500,000 since the date hereof1,000,000 per fiscal year.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, leaselease or sublease (as lessor or sub-lessor), sale and leaseback, assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of cash receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business for equivalent valueOrdinary Course; (b) sales of inventory inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s-Length Transaction; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of businessOrdinary Course; (d) transfers of Property by any Guarantor to any ObligorPermitted Licenses; (e) transfers of assets, rights or property by any Subsidiary Guarantor to any other Obligor or any Subsidiary that is not an Obligor to an Obligor; (f) dispositions (including by way of abandonment or cancellation) of any Property equipment and other tangible property that is surplusobsolete or worn out, obsolete, worn out surplus or no longer used or useful in the Businessbusiness disposed of in the Ordinary Course (each as determined by such Obligor in its reasonable judgment); (fg) Asset Sales resulting from Casualty Events; (h) the unwinding of any Hedging Agreements permitted by Section 9.05 pursuant to its terms; (i) in connection with any transaction permitted under Section 9.03 or 9.05; (gj) dispositions identified in Schedule 9.09; (k) so long as no Event of Default has occurred and is continuing, other Asset Sales with a fair market value not in excess of $5,000,000 (or the Equivalent Amount in other currencies) in the aggregate in any exclusive license fiscal year; (whether or l) other Asset Sales not exclusive as to the granting party) in excess of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, $5,000,000 (or immediately after giving effect to, such transaction, the Equivalent Amount in other currencies) in the aggregate in any fiscal year and (ii) the applicable licensee or grantee shall not commercialize any product for sale $15,000,000 in the United States pharmaceutical, over -127- 4882-5123-7900 v.12 aggregate during the counter drug term of this Agreement in which any Obligor or prescription drug markets unless any Subsidiary will -128- 4882-5123-7900 v.12 receive cash proceeds in an amount equal to no less than seventy-five percent (75%) of the total consideration (fixed or contingent) paid or payable to such Obligor or Subsidiary thereof is permitted Subsidiary, but only so long as, unless otherwise waived by Administrative Agent in its sole discretion, the Net Cash Proceeds from such Asset Sale are utilized to market for sale repay or prepay, in whole or in part, Indebtedness under and sell such product in accordance with this Agreement and the United States (whether pursuant to a co-promotion arrangement or otherwise)other Loan Documents; (hm) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications dispositions in the United StatesOrdinary Course consisting of the abandonment of Intellectual Property (other than Material Intellectual Property) which, whether pursuant in the reasonable good faith determination of Borrower, are not material to a co-promotion arrangement or otherwisethe conduct of the business of the Obligors and their Subsidiaries; (in) dispositions [Reserved]; (o) the sale, transfer, issuance or other disposition of a de minimis number of shares of the Equity Interests of a CFC in MeiraGTxorder to qualify members of the governing body of such CFC if required by applicable Law; (p) [Reserved]; and (jq) Asset Sales not otherwise described in this Section 9.09, of property with an aggregate fair market value not the sale or transfer pursuant to exceed at any time $7,500,000 since the date hereofa Royalty Interest Financing.

Sales of Assets, Etc. Such Obligor It will not, and will not permit any of its Subsidiaries to, sell, lease, lease or exclusively license (in terms of geography or field of use), transferas a licensor, transfer or otherwise dispose of any of its Property (including accounts receivable and Equity Interests capital stock of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course Ordinary Course of its business Business for equivalent value; (b) sales or leases of inventory in the ordinary course Ordinary Course of its business on ordinary business termsBusiness; (c) sales, transfers and other dispositions of receivables in connection with the compromise, settlement or collection thereof in the Ordinary Course of Business; (d) the forgiveness, release or compromise of any amount owed to Borrower or any Obligor or Subsidiary of its Subsidiaries in the ordinary course Ordinary Course of business; (d) transfers of Property by any Guarantor to any ObligorBusiness; (e) dispositions entering into, or becoming bound, by a Permitted License to the extent not otherwise prohibited by this Agreement; (f) [reserved]; (g) transfers of Property between Obligors (other than Parent) and from a non-Obligor to an Obligor; (h) a sale, lease, exclusive license, transfer or other disposition (including by way of abandonment or cancellation) of any Property that is surplus, obsolete, obsolete or worn out or no longer used or useful in connection with the Businessbusiness of the Obligors; (fi) dispositions resulting from Casualty Events; (j) any transaction permitted under Section 9.02, 9.03 or and 9.05; (gk) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product unwinding of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is Hedging Agreement permitted to market for sale and sell such product in the United States (whether by Section 9.05 pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTxits terms; and (jl) so long as no Event of Default has occurred and is continuing, other Asset Sales not otherwise described in this Section 9.09, of property with an aggregate a fair market value not in excess of $500,000 in the aggregate in any Fiscal Year. The Lenders acknowledge and agree that this Section 9.09 permits the Obligors to exceed at make decisions in the Ordinary Course of Business regarding the registration of any time $7,500,000 since of its Intellectual Property, including without limitation, any decisions regarding application, prosecution, abandonment, or cancellation of any such Intellectual Property, without the date hereofconsent of any Lender.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, directly or indirectly, sell, leaselease or sublease (as lessor or sub-lessor), sale and leaseback, assign, convey, exclusively license (including in terms of geography or field of use), transfer, or otherwise dispose of any of its Property businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of cash receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business for equivalent valueOrdinary Course; (b) sales of inventory inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s Length Transaction; (c) so long as no Event of Default has occurred and is continuing, or could not reasonably be expected to result therefrom, the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of businessOrdinary Course; (d) transfers Permitted Licenses and the transfer of Property by any Guarantor to any Obligornon-U.S. Product Authorization in connection therewith; (e) so long as no Event of Default has occurred and is continuing, or could not reasonably be expected to result therefrom, transfers of assets, rights or property (i) among Obligors or (ii) from any Subsidiary that is not an Obligor to an Obligor or another Subsidiary that is not an Obligor; (f) dispositions (including by way of abandonment or cancellation) of any Property equipment and other tangible property that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (f) any transaction permitted under Section 9.03 or 9.05business disposed of in the Ordinary Course in an Arm’s Length Transaction; (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product unwinding of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is Hedging Agreement permitted to market for sale and sell such product in the United States (whether by Section 9.05 pursuant to a co-promotion arrangement or otherwise)its terms; (h) the unwinding or settlement of any license for one Permitted Bond Hedge Transaction or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwisePermitted Warrant Transaction; (i) Asset Sales identified in Schedule 9.09; (j) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, other Asset Sales (other than with respect to Material Intellectual Property) with a fair market value not in excess of $5,000,000 in the aggregate in any fiscal year; (k) so long as no Event of Default has occurred and is continuing, or could not reasonably be expected to result therefrom, other Asset Sales (other than with respect to Material Intellectual Property) not in excess of $10,000,000 in the aggregate in which any Obligor or any Subsidiary will receive cash proceeds in an amount equal to no less than seventy-five percent (75%) of the total consideration (fixed or contingent) paid or payable to such Obligor or such Subsidiary, but only so long as, unless otherwise waived by Administrative Agent in its sole discretion, the Net Cash Proceeds of such Asset Sale are utilized to repay or prepay, in whole or in part, Indebtedness under and in accordance with Section 3.03(b); (l) dispositions in the Ordinary Course consisting of the abandonment of Intellectual Property (other than Material Intellectual Property) which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of Borrower or any of its Subsidiaries as currently conducted or anticipated to be conducted; (m) dispositions of cash and Permitted Cash Equivalents Investment in the Equity Interests Ordinary Course or otherwise in MeiraGTxtransactions permitted hereunder; and (jn) Asset Sales not otherwise described in this Section 9.09, of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereoftransactions contemplated by the Revenue Interest Purchase Agreement.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, leaselease or sublease (as lessor or sub-lessor), sale and leaseback, assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of cash receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business for equivalent valueOrdinary Course; (b) sales of inventory inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s-Length Transaction; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of businessOrdinary Course; (d) transfers of Property by any Guarantor to any ObligorPermitted Licenses; (e) transfers of assets, rights or property by any Subsidiary Guarantor to any other Obligor or any Subsidiary that is not an Obligor to an Obligor; (f) dispositions (including by way of abandonment or cancellation) of any Property equipment and other tangible property that is surplusobsolete or worn out, obsolete, worn out surplus or no longer used or useful in the Business; business disposed of in the Ordinary Course (f) any transaction permitted under Section 9.03 or 9.05each as determined by such Obligor in its reasonable judgment); (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise)Asset Sales resulting from Casualty Events; (h) the unwinding of any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is Hedging Agreements permitted to market for sale and sell such product for one or more indications in the United States, whether by Section 9.05 pursuant to a co-promotion arrangement or otherwiseits terms; (i) [Reserved]; (j) [Reserved]; (k) [Reserved]; (l) [Reserved]; (m) dispositions in the Ordinary Course consisting of the abandonment of Intellectual Property (other than Material Intellectual Property) which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Obligors and their Subsidiaries; (n) [Reserved]; or (o) the sale, transfer, issuance or other disposition of a de minimis number of shares of the Equity Interests of a CFC in MeiraGTx; and (j) Asset Sales not otherwise described in this Section 9.09, order to qualify members of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereofgoverning body of such CFC if required by applicable Law.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, leaselease or sublease (as lessor or sub-lessor), sale and leaseback, assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers sales of cash inventory in the ordinary course of its business for equivalent valueOrdinary Course in an Arm’s-Length Transaction; (b) sales transfers of inventory assets, rights or property (i) by any Obligor to (x) any other Obligor or (y) to any Subsidiary that is not an Obligor to the extent constituting an Investment permitted by Section 9.05 and (ii) by a non-Obligor to (x) any Obligor in the ordinary course of its business a transaction on ordinary business termsan Arm’s Length basis or (y) any other Subsidiary; (c) Asset Sales resulting from Casualty Events; (d) dispositions (including by way of abandonment or cancellation) of any equipment and other tangible property that is obsolete or worn out or no longer used or useful in the business of the Borrower and its Subsidiaries, disposed of in the Ordinary Course in an Arm’s Length Transaction; provided that the total aggregate consideration for all transactions made pursuant to this clause (d) shall not exceed $10,000,000; (e) dispositions in the Ordinary Course consisting of the abandonment, cancellation, lapse or expiration of Intellectual Property (other than Material Intellectual Property) which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Obligors and their Subsidiaries, taken as a whole; (f) the sale, license, lease or other disposition (including Permitted Licenses) of assets by the Borrower or its Subsidiaries; provided that the total aggregate consideration for any individual transaction or series of related transactions made pursuant to this clause (f) shall not exceed $37,500,000; (g) the sale, transfer, issuance or other disposition of a de minimis number of shares of the Equity Interests of a Foreign Subsidiary in order to qualify members of the governing body of such Foreign Subsidiary if required by applicable Law; (h) [reserved]; (i) the Asset Sales described in Schedule 9.09; (j) sales, transfers and other dispositions of receivables (and not Intellectual Property or other assets) in connection with the compromise, settlement or collection thereof in the Ordinary Course consistent with past practice for fair market value and cash, and non-recourse factoring arrangements in the Ordinary Course consistent with past practice for fair market value and cash; (k) the forgiveness, release or compromise of any amount owed to any an Obligor or Subsidiary in the ordinary course of businessOrdinary Course; (dl) transfers the unwinding of Property any Hedging Agreement permitted by any Guarantor Section 9.05 pursuant to any Obligorits terms; (em) dispositions of any Property that is surplus, obsolete, worn out or no longer used or useful in the Business; (f) any transaction permitted under Section 9.03 or 9.05; (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to makeextent constituting an Asset Sale, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications obligations with respect to a product, if cost-plus and transfer pricing among the relevant Obligor or Subsidiary is permitted to market for sale Borrower and sell such product for one or more indications its Subsidiaries in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTxOrdinary Course; and (jn) other Asset Sales not otherwise described in permitted by this Section 9.09, of property 9.09 with an aggregate fair market value not to exceed at $1,000,000, provided that no Asset Sale shall be permitted to be made pursuant to clause (f) unless such Asset Sale shall be made for fair market value and the relevant Obligor or its Subsidiary shall receive cash proceeds in an amount equal to no less than ninety percent (90%) of the total consideration (fixed or contingent) paid or payable to such Obligor or Subsidiary in connection with such transaction, and such proceeds shall be applied in accordance with Section 3.03(b)(i); provided, further, that none of the Borrower or any time $7,500,000 since of its Subsidiaries shall directly or indirectly sell, transfer, issue or otherwise dispose of Equity Interests of any direct or indirect Subsidiary of the date hereofBorrower unless such sale, transfer, issuance or other disposition is made to the Borrower or another Obligor.

Sales of Assets, Etc. Such Obligor will The Obligors shall not, and will shall not permit any of its their Subsidiaries to, to sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property their assets or properties, whether now owned or hereafter acquired (including accounts receivable and receivable, Intellectual Property or Equity Interests of such Subsidiaries), grant or enter into any outbound license (or equivalent) of Intellectual Property, forgive, release or compromise any amount owed to such any Obligor or any such Subsidiary, or irretrievably abandon or dispose of any Patents, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except:except for the following (provided that, in the case of any Asset Sale of the type described in clauses (c) or (i) below, the Obligors shall not, and shall not permit any of their Subsidiaries to, allow any such Asset Sale to occur if any Event of Default has occurred and is continuing or could reasonably be expected to occur as a result of such Asset Sale): (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (cb) the forgiveness, release or compromise of any amount owed to any an Obligor or Subsidiary any of its Subsidiaries in the ordinary course of business; (dc) transfers of Property assets or properties (other than any Intellectual Property) by any by any Obligor or any of its Subsidiaries to another Obligor (other than any Person that is required to become a Subsidiary Guarantor to any Obligorbut has not yet done so within the time periods set forth in Section 8.12(a)); (ed) dispositions of any Property asset or property (including leasehold interests, but other than any Material Intellectual Property) that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Businessbusiness of the Parent and its Subsidiaries; provided that no disposition of Intellectual Property that does not constitute Material Intellectual Property shall be permitted under this Section 9.09(d) unless the applicable Obligor or Subsidiary has first offered the Agent a right of first negotiation for the right to purchase or license such Intellectual Property; (fe) any transaction as expressly permitted under Section Sections 9.03 or 9.05; (f) the use of cash and Permitted Cash Equivalent Investments in the ordinary course of business or in connection with other business activities not prohibited or otherwise restricted hereby or by any other Loan Document; (g) any exclusive license (whether dispositions consisting of the sale, transfer, assignment or not exclusive as to other disposition of unpaid and overdue accounts receivable in connection with the granting party) of intellectual property collection, compromise or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise)settlement thereof; (h) dispositions of any license asset or property (other than Intellectual Property) to the extent that such asset or property is exchanged for one or more indications with respect to a product, if credit against the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwisepurchase price of similar replacement property; (i) dispositions any license of Intellectual Property to the extent permitted by Section 9.18; (j) any Casualty Event that would constitute an Asset Sale; (k) the sale of Qualified Equity Interests of Parent (to the extent not resulting in a Change of Control or other Event of Default); (l) the lapse or abandonment of any registrations or applications for registration of any Intellectual Property (other than Material Intellectual Property) no longer used or useful in the conduct in the business of the Equity Interests Parent or its Subsidiaries to the extent no longer economically desirable in MeiraGTxthe conduct of their business (in the reasonable, good faith judgment of the Obligors); provided that no such lapse or abandonment of Intellectual Property that does not constitute Material Intellectual Property shall be permitted under this Section 9.09(l) unless the applicable Obligor or Subsidiary has first offered the Agent a right of first negotiation for the right to purchase or license such Intellectual Property; (m) customary transfer pricing and cost-sharing arrangements (i.e., “cost-plus” arrangements) among the Parent and its Subsidiaries that are in the ordinary course of business; and (jn) other Asset Sales (other than any abandonment or disposal of Patents) not otherwise described in this Section 9.09, of property with an aggregate fair market value permitted hereunder not to exceed at any time $7,500,000 since 500,000 in the date hereofaggregate.

Sales of Assets, Etc. Such Each Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transferas a licensor, transfer (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws) or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such any Obligor or Subsidiaryany of its Subsidiaries, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course Ordinary Course of its business Business for equivalent value; (b) sales or leases of inventory in the ordinary course Ordinary Course of its business on ordinary business termsBusiness; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary any of its Subsidiaries in the ordinary course Ordinary Course of businessBusiness; (d) transfers of Property entering into, or becoming bound, by any Guarantor a Permitted License to any Obligorthe extent not otherwise prohibited by this Agreement; (e) dispositions development and other collaborative arrangements where such arrangements provide for the license or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights of any Obligor or any of its Subsidiaries in the Ordinary Course of Business and consistent with general market practices; provided that (i) such licenses must be true licenses that do not result in a legal transfer of title of the licensed Property or otherwise constitute sales transactions in substance and (ii) the aggregate amount of such periodic payments to the Obligors and its Subsidiaries in any fiscal year shall not exceed $500,000; (f) a sale, lease, exclusive license, transfer or other disposition (including by way of abandonment, cancellation or trade-in) of any Property that is surplus, obsolete, worn out out, surplus or no longer used or useful in connection with the Businessbusiness of the Obligors and its Subsidiaries or with respect to which a newer and improved version is available; (fg) dispositions resulting from Casualty Events; (h) any transaction permitted under Section 9.03 or 9.02, 9.03, 9.05; (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred . 9.10 and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise9.20; (i) dispositions a sale, transfer or other disposition (including by way of abandonment, cancellation or trade-in) of any Property of an Immaterial Foreign Subsidiary in connection with the Equity Interests in MeiraGTxliquidation, wind up or dissolution of such Immaterial Foreign Subsidiary; and (j) so long as no Default or Event of Default shall have occurred and is continuing at the time of such Asset Sale, or after giving effect thereto, Asset Sales not otherwise described in this Section 9.09, of other property with an aggregate fair market value not to exceed at any time $7,500,000 since 3,000,000 in the date hereofaggregate per fiscal year.

Sales of Assets, Etc. Such Obligor will The Borrower shall not, and will shall not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property assets or property (including accounts receivable and receivable, Intellectual Property or Equity Interests of such Subsidiariesany Obligor), grant or enter into any Exclusive License, forgive, release or compromise any amount owed to such Obligor the Borrower or Subsidiary, in each case, any of its Subsidiaries in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales or leases of inventory in the ordinary course of its business on ordinary business terms; (cb) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of business; (dc) transfers of Property assets or property by (i) any Guarantor Obligor to any other Obligor or (ii) any Excluded Subsidiary to any other Excluded Subsidiary or to any Obligor; (ed) dispositions of any (i) Intellectual Property that does not constitute Material Intellectual Property or (ii) any other assets, rights or property, in each case, that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Businessbusiness of the Borrower or its Subsidiaries; (fe) in connection with any transaction permitted under Section Sections 9.02, 9.03 or 9.05; (f) transfers of cash in the ordinary course of business for equivalent value; (g) the abandonment or other disposition of a lease or sublease of real property that is, in the commercially reasonable judgment of the Borrower or applicable Subsidiary, not used or useful in the conduct of the business of the Borrower and its Subsidiaries; (h) the use of cash and Permitted Cash Equivalent Investments in the ordinary course of business or in connection with other business activities not prohibited or otherwise restricted hereby or by any exclusive license other Loan Documents; (whether i) the sale, assignment, transfer, disposition or discount, in each case, without recourse, of accounts receivable in connection with the compromise, settlement, or collection thereof in the ordinary course of business; (j) any dispositions as a result of any involuntary loss, damage or destruction of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property or as a result of a Casualty Event or transfers of property to insurance companies in exchange for casualty insurance proceeds; (i) the sale or issuance of Qualified Equity Interests of the Borrower and (ii) the issuance by any of the Borrower’s Subsidiaries of Qualified Equity Interests to the Borrower or any Obligor; (l) Permitted Licenses; (m) the lapse, abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property that is not Material Intellectual Property and in each case is not in the good faith judgment of the Borrower or applicable Subsidiary useful to, or required in, the conduct of the business of the Borrower or its Subsidiaries; (n) disposition of assets acquired following a Permitted Acquisition which the Obligor in question deems in its commercially reasonable judgment to be duplicative of other assets of such Obligor or not exclusive as used or useful in the conduct of business of the Borrower and its Subsidiaries; and (o) dispositions of assets (other than accounts receivable or Intellectual Property) not otherwise permitted pursuant to the granting partyclauses (a) of intellectual property or exclusive grant through (whether or not exclusive as to the granting partyn) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactionsabove; provided that (i) no Default shall have occurred such dispositions are made at fair market value and be continuing immediately prior to, or immediately after giving effect to, the aggregate fair market value of all assets disposed of in all such transaction, dispositions (including the proposed disposition) would not exceed $5,000,000 in the aggregate in a consecutive twelve (12) month period and (ii) at least seventy-five percent (75%) of the applicable licensee or grantee shall not commercialize any product for sale consideration from all such dispositions is in the United States pharmaceutical, over the counter drug form of cash or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTx; and (j) Asset Sales not otherwise described in this Section 9.09, of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereofPermitted Cash Equivalent Investments.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoing, an “Asset Sale”), except: (ai) transfers of cash in the ordinary course of its business for equivalent value; (bii) sales of inventory in the ordinary course of its business on ordinary business terms; (ciii) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of business; (div) transfers of Property by any Guarantor to any Obligor; (ev) dispositions of any Property that is surplus, obsolete, worn out or no longer used or useful in the Business; (fvi) any transaction permitted under Section 9.03 9(c) or 9.059(e); (gvii) any exclusive license (whether or not exclusive as to the granting party) of intellectual property Intellectual Property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (hviii) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (iix) dispositions of the Equity Interests in MeiraGTx; and; (jx) Asset Sales not otherwise described in this Section 9.099(i), of property with an aggregate fair market value not to exceed at any time $7,500,000 8,625,000 since the date hereof; and (xi) Assets Sales not otherwise described in this Section 9(i), to the extent that the Net Proceeds from such Asset Sales are used to permanently reduce the obligations under the Senior Credit Facilities Agreements.

Sales of Assets, Etc. Such Obligor will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, sell, leaselease or sublease (as lessor or sub-lessor), sale and leaseback, assign, convey, exclusively license (including in terms of geography or field of use), transfer, or otherwise dispose of any of its Property businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of cash receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business for equivalent valueOrdinary Course; (b) sales of inventory inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s Length Transaction; (c) so long as no Event of Default has occurred and is continuing, the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of businessOrdinary Course; (d) transfers of Property by assets, rights or property (i) among Obligors or (ii) from any Guarantor Subsidiary that is not an Obligor to any an Obligor or another Subsidiary that is not an Obligor; (e) dispositions (including by way of abandonment or cancellation) of any Property equipment and other tangible property that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Businessbusiness disposed of in the Ordinary Course in an Arm’s Length Transaction; (f) any transaction permitted under Section 9.03 or 9.05dispositions resulting from Casualty Events (without giving effect to the Dollar exception set forth in the definition thereof); (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product unwinding of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is Hedging Agreement permitted to market for sale and sell such product in the United States (whether by Section 9.05 pursuant to a co-promotion arrangement or otherwise)its terms; (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications Asset Sales identified in the United States, whether pursuant to a co-promotion arrangement or otherwiseSchedule 9.09; (i) other Asset Sales (other than with respect to Material Intellectual Property) not in excess of $250,000 in the aggregate in any fiscal year, in which any Obligor or any Subsidiary will receive cash proceeds in an amount equal to no less than seventy-five percent (75%) of the total consideration (fixed or contingent) paid or payable to such Obligor or such Subsidiary, but only so long as, unless otherwise waived by Administrative Agent in its sole discretion, the Net Cash Proceeds of such Asset Sale are utilized to repay or prepay, in whole or in part, the Obligations under and in accordance with Section 3.03(b)(i); (j) dispositions in the Ordinary Course consisting of the abandonment of Intellectual Property which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of Borrower or any of its Subsidiaries as currently conducted or anticipated to be conducted; (k) Permitted Licenses; (l) dispositions of cash and Permitted Cash Equivalents Investment in the Equity Interests Ordinary Course or otherwise in MeiraGTxtransactions permitted hereunder; and (jm) to the extent constituting an Asset Sales not otherwise described in this Section 9.09Sale, of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereofPermitted Liens.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, leaselease or sublease (as lessor or sub-lessor), sale and leaseback, assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of related transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of cash receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business for equivalent valueOrdinary Course; (b) sales of inventory inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s Length Transaction; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of businessOrdinary Course; (d) transfers of Property by any Guarantor to any ObligorPermitted Licenses; (e) transfers of assets, rights or property (i) among Obligors or (ii) any Subsidiary that is not an Obligor to an Obligor or another Subsidiary that is not an Obligor; (f) dispositions (including by way of abandonment or cancellation) of any Property equipment and other tangible property that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Businessbusiness disposed of in the Ordinary Course in an Arm’s-Length Transaction; (fg) dispositions resulting from casualty events; (h) the unwinding of any Hedging Agreement permitted by Section 9.05 pursuant to its terms; (i) in connection with any transaction permitted under Section 9.03 9.03, 9.05, 9.06 or 9.059.14; (gj) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, Asset Sales identified in Schedule 9.09 and (ii) Asset Sales of the applicable licensee Permitted Minority Investments; (k) so long as no Default or grantee shall Event of Default has occurred and is continuing (or could reasonably be expected to occur after giving effect to such Asset Sale), Asset Sales (other than with respect to Material Intellectual Property) with a fair market value not commercialize any product for sale in excess of $10,000,000 in aggregate; (l) Asset Sales (other than with respect to Material Intellectual Property) not in excess of $3,000,000 in the United States pharmaceutical, over aggregate in any fiscal year in which any Obligor or any Subsidiary will receive cash proceeds in an amount equal to no less than seventy-five percent (75%) of the counter drug total consideration (fixed or prescription drug markets unless contingent) paid or payable to such Obligor or Subsidiary thereof is permitted such Subsidiary, but only so long as, unless otherwise waived by Administrative Agent in its sole discretion, the net cash proceeds of such Asset Sale are utilized to market for sale repay or prepay, in whole or in part, Indebtedness under and sell such product in accordance with Section 3.03(b) to the United States (whether pursuant to a co-promotion arrangement or otherwise)extent required thereby; (hm) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications dispositions in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions Ordinary Course consisting of the Equity Interests abandonment, lapse or cancellation of Intellectual Property (other than Material Intellectual Property) which, in MeiraGTxthe reasonable good faith determination of Borrower, are not material to the conduct of the business of Borrower or any of its Subsidiaries; and (jn) Asset Sales not dispositions of cash and Permitted Cash Equivalents Investment in the Ordinary Course or otherwise described in this Section 9.09, of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereoftransactions permitted hereunder.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries (other than the Klisyri SPV) to, sell, leaselease or sublease (as lessor or sub-lessor), sale and leaseback, assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of cash receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business for equivalent valueOrdinary Course; (b) sales of inventory in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s-Length Transaction; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of businessOrdinary Course; (d) transfers of Property by any Guarantor to any ObligorPermitted Licenses; (e) transfers of assets, rights or property by any Subsidiary Guarantor to any other Obligor; (f) dispositions (including by way of abandonment or cancellation) of any Property equipment and other tangible property that is surplus, obsolete, obsolete or worn out or no longer used or useful in the BusinessBusiness disposed of in the Ordinary Course; (fg) dispositions resulting from Casualty Events; (h) the unwinding of any Hedging Agreements permitted by Section ‎9.05 pursuant to its terms; (i) in connection with any transaction permitted under Section 9.03 ‎9.03 or 9.05‎9.05; (gj) dispositions identified in Schedule ‎9.09; (k) so long as no Event of Default has occurred and is continuing, other Asset Sales with a fair market value not in excess of $5,000,000 (or the Equivalent Amount in other currencies) in the aggregate in any exclusive license fiscal year; (whether l) other Asset Sales not in excess of $15,000,000 (or not exclusive as the Equivalent Amount in other currencies) in the aggregate in any fiscal year in which any Obligor or any Subsidiary will receive cash proceeds in an amount equal to no less than seventy-five percent (75%) of the granting partytotal consideration (fixed or contingent) paid or payable to such Obligor or Subsidiary, but only so long as, unless otherwise waived by Administrative Agent in its sole discretion, the net cash proceeds of such Asset Sale are utilized to repay or prepay, in whole or in part, Indebtedness under and in accordance with this Agreement and the other Loan Documents; (m) dispositions in the ordinary course of business consisting of the abandonment of intellectual property or exclusive grant rights (whether or other than Material Intellectual Property) which, in the reasonable good faith determination of Borrower, are not exclusive as material to the granting partyconduct of the business of the Obligors and the Subsidiaries; (n) any sublease or manufacturing agreement with respect to the manufacturing facility of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product the Borrower located in Dunkirk that is an Arm’s-Length Transaction and does not exceed 50% of any Person, in one transaction or a series the capacity of transactionsthe facility; provided that and (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (iio) the applicable licensee or grantee shall not commercialize any product for sale Dunkirk Transaction (as defined in Amendment No. 3) solely in accordance with the United States pharmaceuticalterms and conditions set forth in Amendment No. 3 (the parties acknowledge that the Dunkirk Transaction was consummated on February 14, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise2022); (hp) the sale and contribution of the Product Assets and Purchased Product Assets (each as defined in the Klisyri Revenue Interest Purchase Agreement) pursuant to the Klisyri Transaction Documents; and (q) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions disposition of the Equity Interests in MeiraGTx; and (j) Asset Sales not otherwise described in this Section 9.09, of property with an aggregate fair market value not the Klisyri SPV pursuant to exceed at any time $7,500,000 since the date hereofKlisyri Transaction Documents.

Sales of Assets, Etc. Such Obligor It will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transferas a licensor, transfer (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws) or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such any Obligor or Subsidiaryany of its Subsidiaries, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course Ordinary Course of its business Business for equivalent value; (b) sales or leases of inventory products and services in the ordinary course Ordinary Course of its business Business on ordinary business terms; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course Ordinary Course of businessBusiness; (d) transfers of Property entering into, or becoming bound, by any Guarantor a Permitted License to any Obligorthe extent not otherwise prohibited by this Agreement; (e) dispositions development and other collaborative arrangements where such arrangements provide for the license or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights of any Obligor in the Ordinary Course of Business and consistent with general market practices where such license requires periodic payments based on per unit sales of a product over a period of time; provided that such licenses must be true licenses that do not result in a legal transfer of title of the licensed Property or otherwise constitute sales transactions in substance,; (f) a sale, lease, exclusive license, transfer or other disposition (including by way of abandonment, cancellation or trade-in) of any Property that is surplus, obsolete, worn out out, surplus or no longer used or useful in connection with the Businessbusiness of the Obligors or with respect to which a newer and improved version is available; (fg) dispositions resulting from Casualty Events; (h) any transaction permitted under Section 9.03 or 9.05;9.02, 9.03, 9.05 and 9.20; and (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) so long as no Default shall have occurred and be is continuing immediately prior toat the time of such Asset Sale, or immediately after giving effect tothereto, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTx; and (j) Asset Sales not otherwise described in this Section 9.09, of other property with an aggregate fair market value not to exceed at any time $7,500,000 since 250,000 in the date hereofaggregate per fiscal year.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, directly or indirectly, sell, leaselease or sublease (as lessor or sub-lessor), sale and leaseback, assign, convey, exclusively license (including in terms of geography or field of use), transfer, or otherwise dispose of any of its Property businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of cash receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business for equivalent valueOrdinary Course; (b) sales of inventory inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s Length Transaction; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of businessOrdinary Course; (d) transfers Permitted Licenses and the transfer of Property by any Guarantor to any Obligornon-U.S. Product Authorization in connection therewith; (e) transfers of assets, rights or property (i) among Obligors or (ii) from any Subsidiary that is not an Obligor to an Obligor or another Subsidiary that is not an Obligor; (f) dispositions (including by way of abandonment or cancellation) of any Property equipment and other tangible property that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (f) any transaction permitted under Section 9.03 or 9.05business disposed of in the Ordinary Course in an Arm’s Length Transaction; (g) any exclusive license dispositions resulting from Casualty Events (whether or not exclusive as without giving effect to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale Dollar exception set forth in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwisedefinition thereof); (h) the unwinding of any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is Hedging Agreement permitted to market for sale and sell such product for one or more indications in the United States, whether by Section 9.05 pursuant to a co-promotion arrangement or otherwiseits terms; (i) dispositions the unwinding or settlement of the Equity Interests in MeiraGTx; andany Permitted Bond Hedge Transaction or Permitted Warrant Transaction; (j) Asset Sales not otherwise described identified in this Section Schedule 9.09; (k) so long as no Default or Event of Default has occurred and is continuing, of property or would result therefrom, other Asset Sales (other than with an aggregate respect to Material Intellectual Property) with a fair market value not in excess of $5,000,000 in the aggregate; (l) other Asset Sales (other than with respect to exceed at Material Intellectual Property) not in excess of $10,000,000 in the aggregate in which any time $7,500,000 since Obligor or any Subsidiary will receive cash proceeds in an amount equal to no less than seventy-five percent (75%) of the date hereoftotal consideration (fixed or contingent) paid or payable to such Obligor or such Subsidiary, but only so long as, unless otherwise waived by Administrative Agent in its sole discretion, the Net Cash Proceeds of such Asset Sale are utilized to repay or prepay, in whole or in part, Indebtedness under and in accordance with Section 3.03(b); (m) dispositions in the Ordinary Course consisting of the abandonment of Intellectual Property (other than Material Intellectual Property) which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of Borrower or any of its Subsidiaries as currently conducted or anticipated to be conducted; (n) dispositions of cash and Permitted Cash Equivalents Investment in the Ordinary Course or otherwise in transactions permitted hereunder; (o) to the extent constituting an Asset Sale, any Permitted Liens; and (p) issuance of stock or other shares by the Borrower in the Ordinary Course.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, leaselease or sublease (as lessor or sub-lessor), sale and leaseback, -95- 4882-5123-79004861-6868-3896 v.123 assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of cash receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business for equivalent valueOrdinary Course; (b) sales of inventory inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s-Length Transaction; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of businessOrdinary Course; (d) transfers of Property by any Guarantor to any ObligorPermitted Licenses; (e) transfers of assets, rights or property by any Subsidiary Guarantor to any other Obligor or any Subsidiary that is not an Obligor to an Obligor; (f) dispositions (including by way of abandonment or cancellation) of any Property equipment and other tangible property that is surplusobsolete or worn out, obsolete, worn out surplus or no longer used or useful in the Businessbusiness disposed of in the Ordinary Course (each as determined by such Obligor in its reasonable judgment); (fg) Asset Sales resulting from Casualty Events; (h) the unwinding of any Hedging Agreements permitted by Section 9.05 pursuant to its terms; (i) in connection with any transaction permitted under Section 9.03 or 9.059.05[Reserved]; (g) any exclusive license (whether or not exclusive as to the granting party) of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTx; and (j) Asset Sales not otherwise described dispositions identified in this Section 9.09, of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereof.Schedule 9.09[Reserved]; (k) [Reserved]; (l) [Reserved];

Sales of Assets, Etc. Such Obligor will The Obligors shall not, and will shall not permit any of its their Subsidiaries to, to sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property their assets or properties (including accounts receivable and receivable, Intellectual Property or Equity Interests of such Subsidiaries), grant or enter into any outbound license (or equivalent) of Intellectual Property, forgive, release or compromise any amount owed to such any Obligor or any such Subsidiary, or irretrievably abandon or dispose of any Patents, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except:except for the following (provided that, in the case of any Asset Sale of the type described in clauses (c) or (i) below, the Obligors shall not, and shall not permit any of their Subsidiaries to, allow any such Asset Sale to occur if any Event of Default has occurred and is continuing or could reasonably be expected to occur as a result of such Asset Sale): (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (cb) the forgiveness, release or compromise of any amount owed to any an Obligor or Subsidiary any of its Subsidiaries in the ordinary course of business; (dc) transfers of Property assets or properties (other than any Intellectual Property) by any by any Obligor or any of its Subsidiaries to another Obligor (other than any Person that is required to become a Subsidiary Guarantor to any Obligorbut has not yet done so within the time periods set forth in Section 8.12(a)); (ed) dispositions of any Property asset or property (including leasehold interests, but other than any Material Intellectual Property) that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Businessbusiness of the Parent and its Subsidiaries; provided that no disposition of Intellectual Property that does not constitute Material Intellectual Property shall be permitted under this Section 9.09(d) unless the applicable Obligor or Subsidiary has first offered the Agent a right of first negotiation for the right to purchase or license such Intellectual Property; (fe) any transaction as expressly permitted under Section Sections 9.03 or 9.05; (f) the use of cash and Permitted Cash Equivalent Investments in the ordinary course of business or in connection with other business activities not prohibited or otherwise restricted hereby or by any other Loan Document; (g) any exclusive license (whether dispositions consisting of the sale, transfer, assignment or not exclusive as to other disposition of unpaid and overdue accounts receivable in connection with the granting party) of intellectual property collection, compromise or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise)settlement thereof; (h) dispositions of any license asset or property (other than Intellectual Property) to the extent that such asset or property is exchanged for one or more indications with respect to a product, if credit against the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwisepurchase price of similar replacement property; (i) dispositions any license of Intellectual Property to the extent permitted by Section 9.18; (j) any Casualty Event that would constitute an Asset Sale; (k) the sale of Qualified Equity Interests of Parent (to the extent not resulting in a Change of Control or other Event of Default); (l) the lapse or abandonment of any registrations or applications for registration of any Intellectual Property (other than Material Intellectual Property) no longer used or useful in the conduct in the business of the Equity Interests Parent or its Subsidiaries to the extent no longer economically desirable in MeiraGTxthe conduct of their business (in the reasonable, good faith judgment of the Obligors); provided that no such lapse or abandonment of Intellectual Property that does not constitute Material Intellectual Property shall be permitted under this Section 9.09(l) unless the applicable Obligor or Subsidiary has first offered the Agent a right of first negotiation for the right to purchase or license such Intellectual Property; (m) customary transfer pricing and cost-sharing arrangements (i.e., “cost-plus” arrangements) among the Parent and its Subsidiaries that are in the ordinary course of business; and (jn) other Asset Sales (other than any abandonment or disposal of Patents) not otherwise described in this Section 9.09, of property with an aggregate fair market value permitted hereunder not to exceed at any time $7,500,000 since 500,000 in the date hereofaggregate.

Sales of Assets, Etc. Such Obligor It will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transferas a licensor, transfer (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws) or otherwise dispose of any of its Property (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor the Borrower or Subsidiaryany of its Subsidiaries, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course Ordinary Course of its business Business for equivalent value; (b) sales or leases of inventory in the ordinary course Ordinary Course of its business Business on ordinary business terms; (c) the forgiveness, release or compromise of any amount owed to the Borrower or any Obligor or Subsidiary of its Subsidiaries in the ordinary course Ordinary Course of businessBusiness; (d) transfers of Property entering into, or becoming bound, by any Guarantor a Permitted License to any Obligorthe extent not otherwise prohibited by this Agreement; (e) dispositions development and other collaborative arrangements where such arrangements provide for the license or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights of any Obligor in the Ordinary Course of Business and consistent with general market practices; provided that such licenses must be true licenses that do not result in a legal transfer of title of the licensed Property or otherwise constitute sales transactions in substance; (f) a sale, lease, exclusive license, transfer or other disposition (including by way of abandonment or cancellation) of any Property that is surplus, obsolete, obsolete or worn out or no longer used or useful in connection with the Businessbusiness of the Obligors; (fg) dispositions resulting from Casualty Events; (i) any transaction permitted under Section 9.03 or 9.059.02, 9.03, 9.05 and 9.20; (gj) any exclusive license sales of Intellectual Property as a work made for hire in the ordinary course of business; and (whether k) so long as no Default or not exclusive as to the granting party) Event of intellectual property or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be is continuing immediately prior toat the time of such Asset Sale, or immediately after giving effect tothereto, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions of the Equity Interests in MeiraGTx; and (j) Asset Sales not otherwise described in this Section 9.09, of other property with an aggregate fair market value not to exceed at any time $7,500,000 since 100,000 in the date hereofaggregate per fiscal year.

Sales of Assets, Etc. Such Obligor will The Borrower shall not, and will shall not permit any of its Subsidiaries to, to sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property assets or property (including accounts receivable and receivable, Intellectual Property or Equity Interests of such Subsidiaries), grant or enter into any Exclusive License, forgive, release or compromise any amount owed to the Borrower or such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except:except for the following (provided that, in the case of any Asset Sale of the type described in clauses (c), (i) or (j) below, the Borrower shall not, and shall not permit any of its Subsidiaries to, allow any such Asset Sale to occur if any Event of Default has occurred and is continuing or could reasonably be expected to occur as a result of such Asset Sale): (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (cb) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of business; (dc) transfers of Property assets or property (other than any Material Intellectual Property) by any Guarantor Obligor to any other Obligor; (ed) dispositions of any Property assets or property (including leaseholds, but other than any Material Intellectual Property) that is surplus, obsolete, obsolete or worn out or no longer used or useful in the Business; (fe) in connection with any transaction permitted under Section Sections 9.03 or 9.05; (f) the use of cash and Permitted Cash Equivalent Investments in the ordinary course of business or in connection with other business activities not prohibited or otherwise restricted hereby or by any other Loan Document; (g) any exclusive license (whether dispositions consisting of the sale, transfer, assignment or not exclusive as to other disposition of unpaid and overdue accounts receivable in connection with the granting party) of intellectual property collection, compromise or exclusive grant (whether or not exclusive as to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise)settlement thereof; (h) any license dispositions of property to the extent that such property is exchanged for one or more indications with respect to a product, if credit against the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwisepurchase price of similar replacement property; (i) dispositions in the form of the Equity Interests in MeiraGTxany Exclusive License of Specified Intellectual Property permitted hereunder; and (j) Asset Sales not otherwise described in this Section 9.09, other dispositions of property with an aggregate fair market value not to exceed at $1,500,000 in the aggregate in any time $7,500,000 since the date hereoffiscal year.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, leaselease or sublease (as lessor or sub-lessor), sale and leaseback, assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of such Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any of the foregoingthereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of cash receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business for equivalent valueOrdinary Course; (b) sales of inventory in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s-Length Transaction; (c) the forgiveness, release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of businessOrdinary Course; (d) transfers of Property by any Guarantor to any ObligorPermitted Licenses; (e) transfers of assets, rights or property by any Subsidiary Guarantor to any other Obligor; (f) dispositions (including by way of abandonment or cancellation) of any Property equipment and other tangible property that is surplus, obsolete, obsolete or worn out or no longer used or useful in the BusinessBusiness disposed of in the Ordinary Course; (fg) dispositions resulting from Casualty Events; (h) the unwinding of any Hedging Agreements permitted by Section 9.05 pursuant to its terms; (i) in connection with any transaction permitted under Section 9.03 or 9.05; (gj) dispositions identified in Schedule 9.09; (k) so long as no Event of Default has occurred and is continuing, other Asset Sales with a fair market value not in excess of $5,000,000 (or the Equivalent Amount in other currencies) in the aggregate in any exclusive license fiscal year; (whether l) other Asset Sales not in excess of $15,000,000 (or not exclusive as the Equivalent Amount in other currencies) in the aggregate in any fiscal year in which any Obligor or any Subsidiary will receive cash proceeds in an amount equal to no less than seventy-five percent (75%) of the granting partytotal consideration (fixed or contingent) paid or payable to such Obligor or Subsidiary, but only so long as, unless otherwise waived by Administrative Agent in its sole discretion, the net cash proceeds of such Asset Sale are utilized to repay or prepay, in whole or in part, Indebtedness under and in accordance with this Agreement and the other Loan Documents; (m) dispositions in the ordinary course of business consisting of the abandonment of intellectual property or exclusive grant rights (whether or other than Material Intellectual Property) which, in the reasonable good faith determination of Borrower, are not exclusive as material to the granting party) of rights to make, market, sell, make, have made, import or export any pharmaceutical composition or product of any Person, in one transaction or a series of transactions; provided that (i) no Default shall have occurred and be continuing immediately prior to, or immediately after giving effect to, such transaction, and (ii) the applicable licensee or grantee shall not commercialize any product for sale in the United States pharmaceutical, over the counter drug or prescription drug markets unless such Obligor or Subsidiary thereof is permitted to market for sale and sell such product in the United States (whether pursuant to a co-promotion arrangement or otherwise); (h) any license for one or more indications with respect to a product, if the relevant Obligor or Subsidiary is permitted to market for sale and sell such product for one or more indications in the United States, whether pursuant to a co-promotion arrangement or otherwise; (i) dispositions conduct of the Equity Interests in MeiraGTxbusiness of the Obligors and the Subsidiaries; and (jn) Asset Sales any sublease or manufacturing agreement with respect to the manufacturing facility of the Borrower located in Dunkirk that is an Arm’s-Length Transaction and does not otherwise described in this Section 9.09, exceed 50% of property with an aggregate fair market value not to exceed at any time $7,500,000 since the date hereofcapacity of the facility.