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, license, transfer or otherwise dispose of any of its property (including accounts receivable and Equity Interests of 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 thereof, an “Asset Sale”), except: (a) sales of inventory in the ordinary course of its business on ordinary business terms; (b) the forgiveness, release or compromise of any amount owed to any other Obligor in the ordinary course of business; (c) Asset Sales that constitute outbound licenses permitted pursuant to Section 9.13(b); (d) transfers of property by any Subsidiary to any other Obligor; (e) dispositions of any property that is obsolete or worn out or no longer used or useful in the Business; (f) in connection with any transaction permitted under Section 9.03 or 9.05; (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipment; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise 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 aggregate sales price from such disposition shall be paid in cash 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) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefrom.

Sales of Assets, Etc. Such Each Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, licenseexclusively license (in terms of geography or field of use), as 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 Property (including accounts receivable and Equity Interests of 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 thereof, an “Asset Sale”), except: (a) transfers of cash in the Ordinary Course of Business for equivalent value; (b) sales or leases of inventory in the ordinary course Ordinary Course of its business on ordinary business termsBusiness; (bc) the forgiveness, release or compromise of any amount owed to any other Obligor or any of its Subsidiaries in the ordinary course Ordinary Course of business; (c) Asset Sales that constitute outbound licenses permitted pursuant to Section 9.13(b)Business; (d) transfers of property entering into, or becoming bound, by any Subsidiary a Permitted License to any other 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 property 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 obsolete or obsolete, worn out out, surplus or no longer used or useful in the Business; (f) in connection with any transaction permitted under Section 9.03 the business of the Obligors and its Subsidiaries or 9.05with respect to which a newer and improved version is available; (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipmentresulting from Casualty Events; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) ortransaction permitted under Section 9.02, in the case of accounts receivable in default9.03, in connection with the collection or compromise thereof9.05. 9.10 and 9.20; (i) dispositions a sale, transfer or other disposition (including by way of nonabandonment, cancellation or trade-core assets acquired pursuant to a Permitted Acquisitionin) of any Property of an Immaterial Foreign Subsidiary in connection with the liquidation, wind up or dissolution of such Immaterial Foreign Subsidiary; (j) dispositions 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 of other property not otherwise permitted hereunder which are made for fair market value; provided that (i) not less than seventy five percent (75%) of to exceed $3,000,000 in the aggregate sales price from such disposition shall be paid in cash 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 per fiscal year $300,000 in the aggregateyear; 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) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromthe Convertible Notes Funding Actions.

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, license, transfer transfer, or otherwise dispose of any of its property Property (including accounts receivable and Equity Interests of 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 thereof, an “Asset Sale”), exceptexcept for any of the following: (a) transfers of cash for equivalent value and inventory in the ordinary course of its business; (b) sales or leases of inventory in the ordinary course of its business on ordinary business terms; (bc) 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 other Obligor Intellectual Property rights in the ordinary course of business; (c) Asset Sales 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 as opposed to licenses that constitute outbound are sales transactions in substance and that such licenses permitted pursuant to Section 9.13(b)do not interfere in any respect with the ordinary conduct of, or materially detract from the value of, the business or assets of the Obligors and their Subsidiaries; (d) transfers of property Property by any Subsidiary Obligor to any other Obligor; (e) dispositions a sale, lease, exclusive license, transfer or other disposition of any property Property that is obsolete or worn out or no longer used or useful in connection with the Businessbusiness of Borrower or its Subsidiaries and is not material to the value of the business or assets of Borrower and its Subsidiaries; (f) placements of specialized equipment for manufacturing components of the Product where Borrower retains title to such equipment, provided, that, to the extent such placements of equipment exceed $1,000,000 in connection aggregate fair market value, equipment with any transaction permitted a fair market value exceeding such amount shall be (i) located at venues over which Borrower has delivered to Administrative Agent a Landlord Consent or similar landlord access agreement and Administrative Agent, on behalf of Secured Parties, has a perfected priority lien on such equipment (subject only to Liens described in Section 9.02(e)) and (ii) for venues outside the United States, only where the foreign jurisdiction provides lenders with rights to collateral not materially different from the rights provided to lenders under Section 9.03 or 9.05the Uniform Commercial Code and relevant real estate law in the United States; (g) dispositions consisting of equipment 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 (i) such equipment property is simultaneously exchanged for credit against the purchase price of similar replacement equipment; property or (hii) dispositions for cash the proceeds (determined on an after-tax basis) of past due accounts receivable in such disposition are applied to the ordinary course purchase price of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereofsuch replacement property within 180 days; (i) dispositions of non-core assets acquired pursuant to a Permitted Acquisitionresulting from casualty events; (j) dispositions 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; (k) licenses for the use of the Intellectual Property of Borrower or its Subsidiaries (but not otherwise permitted hereunder to any of Borrower’s Affiliates except for a Permitted Commercialization Arrangement Vehicle) that are approved by Borrower’s Board and which are made for fair market value; provided that 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 epilepsy outside the United States to distributors only (which may be non-exclusive licenses, or licenses that are exclusive in scope or geography only); provided, that, in each case such licenses do not less interfere in any respect with the ordinary conduct of, or materially detract from the value of, the business or assets of Borrower and its Subsidiaries; (l) nonexclusive licenses of Intellectual Property granted in the ordinary course of business; provided, that, such licenses do not interfere in any respect with the ordinary conduct of, or materially detract from the value of, the business or assets of Borrower and its Subsidiaries; (m) any transaction permitted under Section 9.03 or 9.05 (in each case, other than by reference to this Section 9.09); and (n) the disposition of other Property (other than Intellectual Property); provided, that, (i) at least seventy five percent (75%) of the aggregate sales price from consideration paid in connection with each such disposition of other Property shall be cash proceeds paid in cash contemporaneously with the consummation of such disposition and (ii) the aggregate fair market net book value of all assets so sold by of the Borrower and its Domestic SubsidiariesProperty disposed of in reliance on this clause (m) in any fiscal year, taken 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) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefrom100,000.

Sales of Assets, Etc. Such Obligor It will not, and will not permit any of its Subsidiaries to, sell, lease, licenseexclusively license (in terms of geography or field of use), as 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 Property (including accounts receivable and Equity Interests of 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 thereof, an “Asset Sale”), except: (a) transfers of cash in the Ordinary Course of Business for equivalent value; (b) sales or leases of inventory in the ordinary course Ordinary Course of its business Business on ordinary business terms; (bc) the forgiveness, release or compromise of any amount owed to any other Obligor in the ordinary course Ordinary Course of business; (c) Asset Sales that constitute outbound licenses permitted pursuant to Section 9.13(b)Business; (d) transfers of property entering into, or becoming bound, by any Subsidiary a Permitted License to any other 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 property Obligor in the Ordinary Course of Business; (f) transfers of Property (i) among Obligors, (ii) among Subsidiaries that are not Obligors and (iii) by an Obligor to a Subsidiary that is obsolete not an Obligor, in an aggregate amount not to exceed for this clause (iii), (x) with respect to transfers to Foreign Subsidiaries, together with Indebtedness of Foreign Subsidiaries pursuant to Section 9.01(c) and investments in Foreign Subsidiaries made pursuant to Section 9.05(m), $250,000 in any fiscal year and (y) with respect to transfers to Subsidiaries which are not Obligors, together with Indebtedness of Subsidiaries which are not Obligors pursuant to Section 9.01(c) and investments in Subsidiaries which are not Obligors made pursuant to Section 9.05(m), $100,000 in any fiscal year; provided that the amount of any intercompany Indebtedness owed by the payor to the payee and the corresponding amount of intercompany Investment made by the payee in such payor arising out of such intercompany Indebtedness shall only be counted once for purpose of determining the cap set forth above; (g) a sale, lease, exclusive license, transfer or other disposition (including by way of abandonment, cancellation or trade-in) of any Property that is obsolete, worn out out, surplus or no longer used or useful in the Business; (f) in connection with any transaction permitted under Section 9.03 the business of the Obligors or 9.05; (g) dispositions of equipment with respect to the extent that such equipment which a newer and improved version is simultaneously exchanged for credit against the purchase price of replacement equipmentavailable; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereofresulting from Casualty Events; (i) dispositions of non-core assets acquired pursuant to a Permitted Acquisitionany transaction permitted under Section 9.02, 9.03, 9.05 and 9.20; (j) dispositions so long as no Default shall have occurred and is continuing at the time of such Asset Sale or after giving effect thereto, Asset Sales of other property not otherwise permitted hereunder which are made for fair market value; provided that (i) not less than seventy five percent (75%) of to exceed $500,000 in the aggregate sales price from such disposition shall be paid in cash 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 per fiscal year $300,000 in the aggregateyear; and (k) disposition cross-licenses (including by way of accounts receivable exclusive licenses) of Intellectual Property subject to cross-license with Medtronic, Inc. and Stryker in existence of the Closing Date (including pursuant to a financing transaction permitted pursuant litigation settlements) so long as any license so granted to Section 9.01(h); provided thatthird parties is of equivalent value to the license so received by the Administrative Borrower or any Subsidiary, no Asset Sale otherwise permitted as determined by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromthe Administrative Borrower in good faith.

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, licensetransfer, transfer or otherwise dispose of any of its property their assets or properties (including accounts receivable and receivable, Intellectual Property or Equity Interests of 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 thereof, 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) sales of inventory in the ordinary course of its business on ordinary business terms; (b) the forgiveness, release or compromise of any amount owed to an Obligor or any other Obligor of its Subsidiaries in the ordinary course of business; (c) Asset Sales transfers of assets or properties by (i) any Obligor or any of its Subsidiaries to another Obligor or (ii) by any Subsidiary that constitute outbound licenses permitted pursuant is not an Obligor to Section 9.13(b)any other Subsidiary that is not an Obligor; (d) transfers of property by any Subsidiary to any other Obligor; (e) dispositions of any property assets or properties (including leaseholds, but other than any Intellectual Property) that is 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) leases and subleases of real property and other property (other than Intellectual Property) and licenses or sublicenses 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 non-U.S. Subsidiary to qualified directors to the extent required by applicable Laws; (h) dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases entered into in the ordinary 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 Section 9.03 or 9.05Sections 9.02, 9.03, 9.05 and 9.06; (gm) 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; (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 equipment any asset or property to the extent that such equipment asset or property is simultaneously exchanged for credit against the purchase price of similar replacement equipmentproperty; (hp) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereofCasualty Events; (iq) dispositions any license of non-core assets acquired pursuant Intellectual Property to a Permitted Acquisitionthe extent not prohibited by Section 9.18; (jr) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) not less than seventy five percent (75%) of the aggregate sales price from such disposition shall be paid in cash 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 aggregateAsset Sales described on Schedule 9.09; and (ks) disposition of accounts receivable pursuant any other Asset Sales with a fair market value not to a financing transaction permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromexceed $1,000,000 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), licensesale and leaseback, transfer -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 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 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 thereof, an “Asset Sale”), except: (a) sales sales, transfers and other dispositions of inventory receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business on ordinary business termsOrdinary Course; (b) sales of inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the Ordinary Course in an Arm’s-Length Transaction; (c) 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)Ordinary Course; (d) transfers of property by any Subsidiary to any other 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 equipment and other tangible property that is obsolete or worn out 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; (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipment; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereof; (i) dispositions of non-core assets acquired pursuant to a Permitted Acquisition9.05[Reserved]; (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 aggregate sales price from such disposition shall be paid identified in cash 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; andSchedule 9.09[Reserved]; (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 [Reserved]; (il) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefrom.[Reserved];

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer transfer, or otherwise dispose of any of its property Property (including accounts receivable and Equity Interests capital stock of 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 thereof, an “Asset Sale”), except: (a) sales transfers of inventory cash in the ordinary course of its business on ordinary business termsfor equivalent value; (b) the forgivenesssale, release lease, assignment or compromise other transfer of any amount owed to any other Obligor inventory or Product in the ordinary course of its business; (c) Asset Sales development, co-promotion, distribution 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; provided that constitute outbound licenses permitted pursuant each such license does not effect a legal transfer of title to Section 9.13(b)such Intellectual Property rights and that each such license must be a true license as opposed to a license that is a sales transaction in substance; (d) transfers of property Property by (i) any Obligor or Subsidiary to any Obligor or (i) by any Subsidiary that is not an Obligor to any other another Subsidiary that is not an Obligor; (e) dispositions of any property equipment that is surplus, obsolete or worn out or no longer used or useful in the BusinessObligors’ and their Subsidiaries’ business; (f) leases or subleases of real property or non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) to third parties, in connection each case not interfering with the business of the Obligors; (g) any transaction permitted under Section 9.03 9.03, 9.05 or 9.059.06; (gh) Permitted Licenses and Permitted Liens; (i) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Obligors; (j) a cancellation of any intercompany Indebtedness among the Obligors and their Subsidiaries permitted to be incurred by Section 9.01(g)(ii) or (r); (k) the termination of any swap contract in connection with Hedging Agreements permitted hereunder; (l) 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 (m) the sale, transfer, issuance or other disposition of a de minimis number of shares of the Equity Interests of a Foreign Subsidiary of an Obligor in order to qualify members of the governing body of such Foreign Subsidiary if required by applicable law; (n) any Involuntary Disposition; (o) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged; (p) dispositions of equipment to the extent that (A) such equipment is simultaneously exchanged for credit against the purchase price of similar replacement equipment; equipment or (hB) dispositions for cash of past due accounts receivable in the ordinary course of business proceeds (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereof; (i) dispositions of nondetermined on an after-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%tax basis) of the aggregate sales price from such disposition shall be paid in cash and (ii) are applied to the aggregate fair market value purchase price of all assets so sold by the Borrower and its Domestic Subsidiaries, together, shall not exceed in any fiscal year $300,000 in the aggregatesuch replacement; and (kq) disposition any other Asset Sale the Asset Sale Net Proceeds of accounts receivable pursuant to a financing transaction permitted pursuant to which are applied as required under Section 9.01(h3.03(b)(i); provided that, no that at least 75% of the consideration received in such Asset Sale otherwise permitted by clauses (i) such Obligor or (j) such Subsidiary is in the form of this Section 9.09 shall be made cash or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromPermitted Cash Equivalent Investments.

Sales of Assets, Etc. Such Each Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, licenseexclusively license (in terms of geography or field of use), as 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 Property (including accounts receivable and Equity Interests of 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 thereof, an “Asset Sale”), except: (a) transfers of cash in the Ordinary Course of Business for equivalent value; (b) sales or leases of inventory in the ordinary course Ordinary Course of its business on ordinary business termsBusiness; (bc) the forgiveness, release or compromise of any amount owed to any other Obligor or any of its Subsidiaries in the ordinary course Ordinary Course of business; (c) Asset Sales that constitute outbound licenses permitted pursuant to Section 9.13(b)Business; (d) transfers of property entering into, or becoming bound, by any Subsidiary a Permitted License to any other 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 property 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 obsolete or obsolete, worn out out, surplus or no longer used or useful in the Business; (f) in connection with any transaction permitted under Section 9.03 the business of the Obligors and its Subsidiaries or 9.05with respect to which a newer and improved version is available; (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipmentresulting from Casualty Events; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) ortransaction permitted under Section 9.02, in the case of accounts receivable in default9.03, in connection with the collection or compromise thereof9.05. 9.10 and 9.20; (i) dispositions a sale, transfer or other disposition (including by way of nonabandonment, cancellation or trade-core assets acquired pursuant to a Permitted Acquisitionin) of any Property of an Immaterial Foreign Subsidiary in connection with the liquidation, wind up or dissolution of such Immaterial Foreign Subsidiary; (j) dispositions 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 of other property not otherwise permitted hereunder which are made for fair market value; provided that (i) not less than seventy five percent (75%) of to exceed $3,000,000 in the aggregate sales price from such disposition shall be paid in cash and per fiscal year; (iik) the aggregate fair market value Xxxxxxxxxx and Xxxxx Xxxx; (l) so long as no Default or Event of all assets so sold by Default shall have occurred and is continuing at the Borrower time of such Asset Sale, licenses and its Domestic Subsidiaries, together, shall not exceed other Asset Sales made in any fiscal year $300,000 in the aggregateconnection with Partner Agreements; and (km) disposition the sale of accounts receivable WaveForm Slovenia to WaveForm in the event of an FDI Rejection (as defined in the WaveForm Slovenia Side Agreement) pursuant to a financing transaction permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted by clauses (i) or (j) the terms of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromthe WaveForm Slovenia Side Agreement.

Sales of Assets, Etc. Such Obligor will shall not, and will shall not permit any of its Subsidiaries to, sell, lease, license, transfer transfer, or otherwise dispose of any of its property Property (including accounts receivable and Equity Interests of 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 thereof, 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; (bc) 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 other Obligor Intellectual Property rights in the ordinary course of business; (c) Asset Sales business 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 constitute outbound licenses permitted pursuant each such license must be a true license as opposed to Section 9.13(b)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 Property by (i) any 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 or worn out or no longer used or useful in the Businessbusiness of Borrower and its Subsidiaries; (f) in connection with any transaction permitted under Section 9.03 licenses, sublicenses, leases or 9.05; (g) dispositions of equipment subleases granted to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipment; (h) dispositions for cash of past due accounts receivable third parties in the ordinary course of business (including any discount and/or forgiveness thereof) orbut 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 9.02, 9.03, 9.05 or 9.06 (in each case, other than by reference to this Section 9.09 (or any subclause hereof)); (h) dispositions resulting from Involuntary Dispositions that do not constitute an Event of Default; (i) the sale or discount, in each case without recourse, of accounts receivable arising in default, the ordinary course of business in connection with the collection or compromise thereof; (i) dispositions of non-core assets acquired pursuant to a Permitted Acquisition; (j) dispositions the lapse, abandonment, of other disposition of Obligor Intellectual Property that in the commercially reasonable business judgment of the Obligors is not otherwise permitted hereunder which are made for fair market value; provided that (i) not less than seventy 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 (k) any other Asset Sale; provided, that, (i) at least seventy-five percent (7575.00%) of the aggregate sales price from consideration paid in connection with each such disposition Asset Sale shall be cash proceeds paid in cash contemporaneously with the consummation of such Asset Sale and (ii) the aggregate fair market net book value of all assets so 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 the Borrower and its Domestic Subsidiaries, togetherSubsidiaries in all Asset Sales permitted under this clause (k), shall not exceed in any fiscal year ten million Dollars ($300,000 in 10,000,000) during the aggregateterm of this Agreement; and 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) 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) 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 (j2) otherwise cancelled or terminated in connection with such Asset Sale and (B) in each case, are expressly non-recourse to Borrower and each of this Section 9.09 shall 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 such Asset Sale that are readily marketable and could be made converted by Borrower or assumed if a Default has occurred and is then continuing such Subsidiary into cash or could reasonably be expected to result therefromPermitted Cash Equivalent Investments at the time of the closing of such Asset Sale.

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), licensesale and leaseback, transfer assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its 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 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 thereof, an “Asset Sale”), except: (a) sales sales, transfers and other dispositions of inventory receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business on ordinary business termsOrdinary Course; (b) sales of inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the Ordinary Course in an Arm’s-Length Transaction; (c) 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)Ordinary Course; (d) transfers of property by any Subsidiary to any other 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 equipment and other tangible property that is obsolete or worn out 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 of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipmentidentified in Schedule 9.09; (hk) dispositions for cash so long as no Event of past due accounts receivable 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 ordinary course of business (including aggregate in any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereoffiscal year; (il) dispositions other Asset Sales not in excess 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 $5,000,000 (or the Equivalent Amount in other currencies) in the aggregate in any fiscal year and (ii) $15,000,000 in the -127- 4882-5123-7900 v.12 aggregate during the term of this Agreement in which any Obligor or any Subsidiary will -128- 4882-5123-7900 v.12 receive cash proceeds in an amount equal to no less than seventy seventy-five percent (75%) of the aggregate sales price total 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 from such disposition shall be paid Asset Sale are utilized to repay or prepay, in cash whole or in part, Indebtedness under and in accordance with this Agreement and the other Loan Documents; (iim) 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]; (o) the aggregate fair market value sale, transfer, issuance or other disposition of all assets so sold a de minimis number of shares of the Equity Interests of a CFC in order to qualify members of the governing body of such CFC if required by the Borrower and its Domestic Subsidiaries, together, shall not exceed in any fiscal year $300,000 in the aggregateapplicable Law; (p) [Reserved]; and (kq) disposition of accounts receivable the sale or transfer pursuant to a financing transaction permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromRoyalty Interest Financing.

Sales of Assets, Etc. Such Obligor will The Borrower shall not, and will shall not permit any of its Subsidiaries to, sell, lease, licensetransfer, transfer or otherwise dispose of any of its assets or property (including accounts receivable and receivable, Intellectual Property or Equity Interests of 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 thereof, an “Asset Sale”), except: (a) sales or leases of inventory in the ordinary course of its business on ordinary business terms; (b) 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 transfers of assets or property by (i) any Obligor to Section 9.13(b)any other Obligor or (ii) any Excluded Subsidiary to any other Excluded Subsidiary or to any Obligor; (d) transfers of property by any Subsidiary to any other Obligor; (e) dispositions of any property (i) Intellectual Property that does not constitute Material Intellectual Property or (ii) any other assets, rights or property, in each case, that is 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 other Loan Documents; (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 equipment any involuntary loss, damage or destruction of property to the extent that such equipment property is simultaneously exchanged for credit against the purchase price of similar replacement equipment; (h) dispositions property or as a result of a Casualty Event or transfers of property to insurance companies in exchange for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereofcasualty insurance proceeds; (i) dispositions the sale or issuance of non-core assets acquired pursuant Qualified Equity Interests of the Borrower and (ii) the issuance by any of the Borrower’s Subsidiaries of Qualified Equity Interests to a Permitted Acquisitionthe Borrower or any Obligor; (jl) 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 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 hereunder which are made for fair market valuepursuant to clauses (a) through (n) above; provided that (i) such dispositions are made at fair market value and the aggregate fair market value of all assets disposed of in all such dispositions (including the proposed disposition) would not less than seventy exceed $5,000,000 in the aggregate in a consecutive twelve (12) month period and (ii) at least seventy-five percent (75%) of the aggregate sales price consideration from all such disposition shall be paid in cash 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 dispositions is in the aggregate; and (k) disposition form 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) cash or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromPermitted Cash Equivalent Investments.

Sales of Assets, Etc. Such Obligor will The Borrower shall not, and will shall not permit any of its Subsidiaries to, sell, lease, license, transfer or otherwise dispose of any of its property assets or properties (including accounts receivable receivable, Intellectual Property and Equity Interests of Subsidiaries), whether now owned or existing or hereafter acquired or arising, grant or enter into any Exclusive License, or 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 thereof, an “Asset Sale”); provided that, exceptnotwithstanding the forgoing, (i) Asset Sales of the type described in clauses (b) and (d) set forth below shall be permitted hereunder so long as no Event of Default has occurred and is continuing or could reasonably be expected to result therefrom and (ii) all other Asset Sales of the types described in the other clauses set forth below shall be permitted hereunder: (a) sales of inventory in the ordinary course of its business on ordinary business terms; (b) the forgiveness, release or compromise of any amount owed to the Borrower or to any other Obligor of its Subsidiaries in the ordinary course of business;; provided that, in any period of twelve (12) consecutive months, the aggregate amount forgiven, released or compromised shall not exceed $150,000. (c) Asset Sales that constitute outbound licenses permitted pursuant to Section 9.13(b); (d) transfers of property (other than Material Intellectual Property) by any Subsidiary to any other Obligor; (e) dispositions of any property that is obsolete or worn out or no longer used or useful in the Businesssuch Person’s business; (f) in connection with any transaction permitted under Section 9.03 or 9.05;; and (g) dispositions other transfers of equipment property or Asset Sales (other than Material Intellectual Property) not to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipment; exceed One Hundred Fifty Thousand Dollars (h$150,000) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in aggregate since the case of accounts receivable in default, in connection with the collection or compromise 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 aggregate sales price from such disposition shall be paid in cash 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) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromClosing Date.

Sales of Assets, Etc. Such Obligor will notSell, and will not permit any of its Subsidiaries toassign, sell, lease, license, transfer lease or otherwise dispose of any of its property (including accounts receivable and Equity Interests of 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 thereof, an “Asset Sale”), except: (a) sales of inventory in the ordinary course of its business on ordinary business terms; assets (bwhether now owned or hereafter acquired) the forgiveness, release or compromise of any amount owed to any other Obligor person or entity, or permit any Subsidiary to do so, except (i)sales of assets in the ordinary course of business; , (c) Asset Sales that constitute outbound licenses permitted pursuant to Section 9.13(b); (d) transfers ii)sales of property by any Subsidiary to any inventory previously categorized as obsolete, slow moving or surplusage and sales of machinery, equipment or other Obligor; (e) dispositions of any property that is similar operating assets previously categorized as obsolete or worn out or no longer used or useful in surplusage and not utilized at the Business; (f) in connection with any transaction permitted under Section 9.03 or 9.05; (g) dispositions time of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipment; (h) dispositions for cash of past due accounts receivable sale in the ordinary course of business of the selling entity, (including any discount and/or forgiveness thereofiii)sales of artwork, (iv)sales of the stock of Subsidiaries permitted to be created under Section 5.02(e)(iii) orhereof, in (v)after notice to the case Agent and the Banks, sales of accounts receivable in default, in connection with the collection or compromise thereof; (i) dispositions properties and assets following an approval by Borrower's board of non-core assets acquired pursuant to a Permitted Acquisition; (j) dispositions not otherwise permitted hereunder which directors that such sales are made for fair market value; provided that (i) not less than seventy five percent (75%) of the aggregate sales price from such disposition shall be paid in cash and (ii) the aggregate on commercially reasonable terms at fair market value and do not exceed 5% of all assets so sold 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 its Domestic Subsidiariesas permitted by, 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 (j5.02(f)(5) of this Section 9.09 Agreement, in tangible assets having comparable value shall be made deducted as of the date of such permitted reinvestment in calculating compliance with the 15% limitation in this clause (v)), (vi)a lease or assumed if sublease of new machining equipment valued at approximately $1,500,000 to Rail Products & Fabrications, Inc., based in Seattle, Washington ("RPF"), (viii)after notice to the Agent and the Banks, and with the approval of 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 June30, 1999, and (ix) sales of Borrower's investment in Dakota, Minnesota & Eastern Railroad Corp. for a Default has occurred price at least equal to the value of that investment as shown in the then most recent financial statements of the Borrower provided to the Agent. By the Agent and is then continuing the Banks agreeing to permit a sale, assignment, lease or could reasonably other disposition of assets by the Borrower pursuant to this Section 5.02(e), the Banks shall automatically, and without the need for further action on the part of the Agent or the Banks, be expected deemed to result therefromhave (1)consented to the release by the Agent, immediately prior to the disposition of such assets, of 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 take all appropriate and customary action required to assure and to effect the full and complete release of all of such liens and security interests in such assets.

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), licensesale and leaseback, transfer assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its 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 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 thereof, an “Asset Sale”), except: (a) sales of inventory in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s-Length Transaction; (b) the forgivenesstransfers of assets, release rights or compromise of property (i) by any amount owed 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 businessa transaction on an Arm’s Length basis or (y) any other Subsidiary; (c) Asset Sales that constitute outbound licenses permitted pursuant to Section 9.13(b)resulting from Casualty Events; (d) transfers dispositions (including by way of property by any Subsidiary to any other Obligor; (eabandonment or cancellation) dispositions of any equipment and other tangible property that is obsolete or worn out or no longer used or useful in the Businessbusiness 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) in connection with 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 permitted under Section 9.03 or 9.05series of related transactions made pursuant to this clause (f) shall not exceed $37,500,000; (g) dispositions the sale, transfer, issuance or other disposition of equipment a de minimis number of shares of the Equity Interests of a Foreign Subsidiary in order to qualify members of the extent that governing body of such equipment is simultaneously exchanged for credit against the purchase price of replacement equipmentForeign Subsidiary if required by applicable Law; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereof[reserved]; (i) dispositions of non-core assets acquired pursuant to a Permitted Acquisitionthe 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 an Obligor or Subsidiary in the Ordinary Course; (l) the unwinding of any Hedging Agreement permitted by Section 9.05 pursuant to its terms; (m) to the extent constituting an Asset Sale, obligations with respect to cost-plus and transfer pricing among the Borrower and its Subsidiaries in the Ordinary Course; and (n) other Asset Sales not otherwise permitted hereunder which are by this Section 9.09 with aggregate fair market value not to exceed $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; provided that (i) not value and the relevant Obligor or its Subsidiary shall receive cash proceeds in an amount equal to no less than seventy five ninety percent (7590%) of the aggregate sales price from total consideration (fixed or contingent) paid or payable to such disposition Obligor or Subsidiary in connection with such transaction, and such proceeds shall be paid applied in cash and (ii) the aggregate fair market value accordance with Section 3.03(b)(i); provided, further, that none of all assets so sold by the Borrower and or any of its Domestic SubsidiariesSubsidiaries shall directly or indirectly sell, togethertransfer, shall not exceed in issue or otherwise dispose of Equity Interests of any fiscal year $300,000 in direct or indirect Subsidiary of the aggregate; and (k) Borrower unless such sale, transfer, issuance or other disposition of accounts receivable pursuant is made to a financing transaction permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted by clauses (i) the Borrower or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromanother Obligor.

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), licensesale and leaseback, transfer assign, convey, exclusively license (including in terms of geography or field of use), transfer, or otherwise dispose of any of its 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 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 thereof, an “Asset Sale”), except: (a) sales sales, transfers and other dispositions of inventory receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business on ordinary business termsOrdinary Course; (b) sales of inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the Ordinary Course in an Arm’s Length Transaction; (c) 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)Ordinary Course; (d) transfers Permitted Licenses and the transfer of property by any Subsidiary to any other 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 equipment and other tangible property that is obsolete or worn out or no longer used or useful in the Business; (f) business disposed of in connection with any transaction permitted under Section 9.03 or 9.05the Ordinary Course in an Arm’s Length Transaction; (g) dispositions of equipment resulting from Casualty Events (without giving effect to the extent that such equipment is simultaneously exchanged for credit against Dollar exception set forth in the purchase price of replacement equipmentdefinition thereof); (h) dispositions for cash the unwinding of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereofHedging Agreement permitted by Section 9.05 pursuant to its terms; (i) dispositions the unwinding or settlement of non-core assets acquired pursuant to a any Permitted AcquisitionBond Hedge Transaction or Permitted Warrant Transaction; (j) dispositions not otherwise permitted hereunder which are made for Asset Sales identified in Schedule 9.09; (k) 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; provided that value not in excess of $5,000,000 in the aggregate in any fiscal year; (il) 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 seventy-five percent (75%) of the aggregate sales price from total consideration (fixed or contingent) paid or payable to such disposition shall 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 paid in conducted; (n) dispositions of cash 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 Permitted Cash Equivalents Investment in the aggregateOrdinary Course or otherwise in transactions permitted hereunder; and (ko) disposition of accounts receivable pursuant to a financing transaction permitted pursuant to Section 9.01(h); provided thatthe extent constituting an Asset Sale, no Asset Sale otherwise permitted by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromany Permitted Liens.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, licenseexclusively license (in terms of geography or field of use), transfer transfer, or otherwise dispose of any of its property Property (including accounts receivable and Equity Interests capital stock of 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 thereof, an “Asset Sale”), except: (a) sales transfers of cash for equivalent value and inventory in the ordinary course of its business, including the transfer of nCounter systems to collaborators as compensation for services rendered in the ordinary course of business; (b) sales, loans or leases of inventory in the ordinary course of its business on ordinary business terms; terms (b) the forgiveness, release or compromise of any amount owed to any other Obligor in the ordinary course of businessincluding reagent rental agreements); (c) Asset Sales that constitute outbound licenses permitted pursuant tangible property transfers to a Permitted Commercialization Arrangement Vehicle but subject to the monetary limit on Investments as described under Section 9.13(b9.05(k); (d) transfers of property Property by any Subsidiary Obligor to any other Obligor;; [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (e) dispositions of any property Property that is obsolete or worn out or no longer used or useful in the Business; (f) placements of specialized equipment for manufacturing, with a fair market value not to exceed the sum of $3,000,000 in connection the aggregate, with any transaction permitted under Section 9.03 foreign or 9.05;domestic contract manufacturers where Borrower retains title to such equipment and maintains the Lenders’ Lien on such equipment (such Lien being acknowledged by such manufacturer) with a right to recover the equipment; provided that notwithstanding Sections 8.12(c) and 8.16(b), Borrower shall be solely responsible for paying (or reimbursing Lenders) for all legal and filing costs relating to the creation and maintenance of Lenders’ Lien on such Property in foreign jurisdictions. (g) dispositions consisting of equipment 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 (i) such equipment property is simultaneously exchanged for credit against the purchase price of similar replacement equipment; property or (hii) dispositions for cash the proceeds of past due accounts receivable in such disposition are applied to the ordinary course purchase price of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereofsuch replacement property within 180 days; (i) dispositions of non-core assets acquired pursuant to a Permitted Acquisitionresulting from casualty events; (j) dispositions non-exclusive licenses of Borrower’s and its Subsidiaries’ Intellectual Property; (k) licenses for the use of the Intellectual Property of Borrower or its Subsidiaries (but not otherwise permitted hereunder to any of Borrower’s other Affiliates, except for a Permitted Commercialization Arrangement Vehicle) that are approved by Borrower’s Board of Directors and which are made for fair market value; provided would not result in a legal transfer of title of the licensed property but that may be exclusive (i) not less in respects other than seventy five percent territory (75%such as field of use or scope) of the aggregate sales price from such disposition shall be paid in cash and (ii) as to territory, only as to discrete areas outside of the aggregate fair market value United States; provided that any such license of all assets so sold by such Intellectual Property covering the Borrower Product may be exclusive only as to territory and its Domestic Subsidiaries, together, shall not exceed in any fiscal year $300,000 in only as to discrete areas outside of the aggregate; andUnited States; (kl) disposition of accounts receivable pursuant to a financing exclusive and non-exclusive licenses covering nCounter Elements or diagnostic gene content other than for nCounter-based Prosigna™ Breast Cancer Prognostic Gene Signature Assay; (m) any transaction permitted pursuant to under Section 9.01(h); provided that9.02, no Asset Sale otherwise permitted by clauses (i) 9.03, 9.05 or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefrom.9.06;

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, licensetransfer, transfer or otherwise dispose of any of its property their assets or properties (including accounts receivable and receivable, Intellectual Property or Equity Interests of Subsidiaries), or forgive, release or compromise any amount owed to such any Obligor or any such Subsidiary, in each case, in 90 ny-2687469 one transaction or series of transactions (any thereof, 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 would reasonably be expected to occur as a result of such Asset Sale): (a) sales of inventory in the ordinary course of its business on ordinary business terms; ; (b) the forgiveness, release or compromise of any amount owed to an Obligor or any other Obligor of its Subsidiaries in the ordinary course of business; ; (c) Asset Sales transfers of 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 constitute outbound licenses permitted pursuant is required to become a Subsidiary Guarantor but has not yet done so within the time periods set forth in Section 9.13(b8.12(a); ); (d) transfers of property by any Subsidiary to any other Obligor; (e) dispositions of any property asset or properties (including leaseholders, but other than any Material Intellectual Property) that is obsolete or worn out or no longer used or useful in the Business; ; (e) as expressly permitted under 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 transaction permitted under Section 9.03 or 9.05; other Loan Document; (g) dispositions consisting of equipment the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof; (h) dispositions of any asset or property (other than Material Intellectual Property) to the extent that such equipment asset or property is simultaneously exchanged for credit against the purchase price of similar replacement equipment; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereof; property; (i) dispositions any license of non-core assets acquired pursuant Intellectual Property to a Permitted Acquisition; the extent permitted by Section 9.18; (j) dispositions not otherwise permitted hereunder which are made for fair market valueany Casualty Event that would constitute an Asset Sale; provided that (i) not less than seventy five percent (75%) of the aggregate sales price from such disposition shall be paid in cash 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 the lapse or abandonment of accounts receivable pursuant 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 a financing transaction permitted pursuant to Section 9.01(hChange of Control or other Event of Default); provided that, no Asset Sale otherwise permitted by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefrom.and

Sales of Assets, Etc. Such Each Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, licenseexclusively license (in terms of geography or field of use), as 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 Property (including accounts receivable and Equity Interests of 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 thereof, an “Asset Sale”), except: (a) transfers of cash in the Ordinary Course of Business for equivalent value; (b) sales or leases of inventory in the ordinary course Ordinary Course of its business on ordinary business terms; Business; (bc) the forgiveness, release or compromise of any amount owed to any other Obligor or any of its Subsidiaries in the ordinary course Ordinary Course of business; (c) Asset Sales that constitute outbound licenses permitted pursuant to Section 9.13(b)Business; (d) transfers of property entering into, or becoming bound, by any Subsidiary a Permitted License to any other 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 property 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 obsolete or obsolete, worn out out, surplus or no longer used or useful in the Business; (f) in connection with any transaction permitted under Section 9.03 the business of the Obligors and its Subsidiaries or 9.05with respect to which a newer and improved version is available; (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipment; resulting from Casualty Events; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) ortransaction permitted under Section 9.02, in the case of accounts receivable in default9.03, in connection with the collection or compromise thereof9.05. 9.10 and 9.20; (i) dispositions a sale, transfer or other disposition (including by way of nonabandonment, cancellation or trade-core assets acquired pursuant to a Permitted Acquisition; in) of any Property of an Immaterial Foreign Subsidiary in connection with the liquidation, wind up or dissolution of such Immaterial Foreign Subsidiary; (j) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) not less than seventy five percent (75%) so long as no Default or Event of the aggregate sales price from such disposition Default shall be paid in cash 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) of this Section 9.09 shall be made or assumed if a Default has have occurred and is then continuing at the time of such Asset Sale, or could reasonably be expected after giving effect thereto, Asset Sales of other property not to result therefrom.exceed $3,000,000 in the aggregate per fiscal year; and

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, licenseexclusively license (in terms of geography or field of use), transfer transfer, or otherwise dispose of any of its assets or property (including accounts receivable and receivable, Intellectual Property or Equity Interests of Subsidiaries), or forgive, release or compromise any amount owed to such any Obligor or Subsidiaryany of their Subsidiaries, in each case, in one transaction or series of transactions (any thereof, an “Asset Sale”), except: (a) sales of inventory in the ordinary course of its business on ordinary business terms; (b) 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)9.13; (d) transfers of assets or property (other than Material Intellectual Property) by any Subsidiary of any Obligor to any other Obligor; (e) dispositions (including by way of abandonment) of any assets or property (other than any Material Intellectual Property) that is obsolete or worn out or no longer used or useful in the Businessfor Product Commercialization or Development Activities; (f) in connection with any transaction permitted under Section Sections 9.03 or 9.059.06; (g) 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; (h) 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; (i) dispositions of equipment property to the extent that such equipment property is simultaneously exchanged for credit against the purchase price of similar replacement equipment; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereof; (i) dispositions of non-core assets acquired pursuant to a Permitted Acquisitionproperty; (j) dispositions not otherwise permitted hereunder which are made for fair market value; provided any Casualty Event that would constitute an Asset Sale; (k) (i) not less than seventy five percent (75%) dispositions consisting of the aggregate sales price from such sale, transfer, assignment, licensing (including exclusive licenses) or other disposition shall be paid in cash of any Obligor Intellectual Property that does not qualify as Material Intellectual Property, and (ii) dispositions consisting of the aggregate fair market value licensing (including exclusive licenses) of all assets so sold by Material Intellectual Property exclusively outside of the Borrower United States; (l) (i) dispositions and its Domestic Subsidiarieslicenses of Finacea IP entered into on an arm’s–length basis on commercially reasonable terms, togetherand (ii) any forgiveness, shall not exceed release or compromise of any amount owed solely in respect of the Finacea IP that is made in connection with any fiscal year $300,000 in settlement of ANDA litigation related solely to the aggregateFinacea IP; and (km) disposition of accounts receivable pursuant other Asset Sales outside the ordinary course not to a financing transaction permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromexceed $1,000,000 in the aggregate since the Closing Date.

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), licensesale and leaseback, transfer assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its 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 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 thereof, an “Asset Sale”), except: (a) sales sales, transfers and other dispositions of inventory receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business on ordinary business termsOrdinary Course; (b) sales of inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the Ordinary Course in an Arm’s Length Transaction; (c) 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)Ordinary Course; (d) transfers of property by any Subsidiary to any other 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 equipment and other tangible property that is 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 9.05; (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipment; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereof; (i) dispositions of non-core assets acquired pursuant to a Permitted Acquisition9.14; (j) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) Asset Sales identified in Schedule 9.09 and (ii) Asset Sales of the Permitted Minority Investments; (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), Asset Sales (other than with respect to Material Intellectual Property) with a fair market value not 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 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 seventy-five percent (75%) of the aggregate sales price from total consideration (fixed or contingent) paid or payable to such disposition shall be paid 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) to the extent required thereby; (iim) 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 dispositions in the aggregateOrdinary 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; and (kn) disposition dispositions of accounts receivable pursuant to a financing transaction cash and Permitted Cash Equivalents Investment in the Ordinary Course or otherwise in transactions permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromhereunder.

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, licensetransfer, transfer or otherwise dispose of any of its property their assets or properties (including accounts receivable and receivable, Intellectual Property or Equity Interests of 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 thereof, 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) sales of inventory in the ordinary course of its business on ordinary business terms; (b) the forgiveness, release or compromise of any amount owed to an Obligor or any other Obligor of its Subsidiaries in the ordinary course of business; (c) Asset Sales transfers of 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 constitute outbound licenses permitted pursuant is required to become a Subsidiary Guarantor but has not yet done so within the time periods set forth in Section 9.13(b8.12(a)); (d) transfers of property by any Subsidiary to any other Obligor; (e) dispositions of any property asset or properties (including leaseholders, but other than any Material Intellectual Property) that is obsolete or worn out or no longer used or useful in the Business; (fe) in connection with 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) dispositions consisting of equipment the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof; (h) dispositions of any asset or property (other than Material Intellectual Property) to the extent that such equipment asset or property is simultaneously exchanged for credit against the purchase price of similar replacement equipment; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereofproperty; (i) dispositions any license of non-core assets acquired pursuant Intellectual Property to a Permitted Acquisitionthe extent permitted by Section 9.18; (j) dispositions 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 a Change of Control or other Event of Default); and (m) other Asset Sales not otherwise permitted hereunder which are made for fair market value; provided that (i) not less than seventy five percent (75%) of the aggregate sales price from such disposition shall be paid in cash and (ii) the aggregate fair market value of all assets so sold by the Borrower and its Domestic Subsidiaries, together, shall not to exceed in any fiscal year $300,000 250,000 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) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefrom.

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), licensesale and leaseback, transfer assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its 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 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 thereof, an “Asset Sale”), except: (a) sales sales, transfers and other dispositions of inventory receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business on ordinary business termsOrdinary Course; (b) sales of inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the Ordinary Course in an Arm’s-Length Transaction; (c) 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)Ordinary Course; (d) transfers of property by any Subsidiary to any other 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 equipment and other tangible property that is obsolete or worn out out, surplus or no longer used or useful in the Business; business disposed of in the Ordinary Course (f) each as determined by such Obligor in connection with any transaction permitted under Section 9.03 or 9.05its reasonable judgment); (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipmentAsset Sales resulting from Casualty Events; (h) dispositions for cash the unwinding of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereofHedging Agreements permitted by Section 9.05 pursuant to its terms; (i) dispositions of non-core assets acquired pursuant to a Permitted Acquisition[Reserved]; (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 aggregate sales price from such disposition shall be paid in cash 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[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 accounts receivable pursuant a de minimis number of shares of the Equity Interests of a CFC in order to a financing transaction permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted qualify members of the governing body of such CFC if required by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromapplicable Law.

Sales of Assets, Etc. Such Each Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, licenseexclusively license (in terms of geography or field of use), as 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 Property (including accounts receivable and Equity Interests of 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 thereof, an “Asset Sale”), except: (a) transfers of cash in the Ordinary Course of Business for equivalent value; (b) sales or leases of inventory in the ordinary course Ordinary Course of its business on ordinary business termsBusiness; (bc) the forgiveness, release or compromise of any amount owed to any other Obligor or any of its Subsidiaries in the ordinary course Ordinary Course of business; (c) Asset Sales that constitute outbound licenses permitted pursuant to Section 9.13(b)Business; (d) transfers of property entering into, or becoming bound, by any Subsidiary a Permitted License to any other 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 property 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 obsolete or obsolete, worn out out, surplus or no longer used or useful in the Business; (f) in connection with any transaction permitted under Section 9.03 the business of the Obligors and its Subsidiaries or 9.05with respect to which a newer and improved version is available; (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipmentresulting from Casualty Events; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) ortransaction permitted under Section 9.02, in the case of accounts receivable in default9.03, in connection with the collection or compromise thereof9.05. 9.10 and 9.20; (i) dispositions a sale, transfer or other disposition (including by way of nonabandonment, cancellation or trade-core assets acquired pursuant to a Permitted Acquisition;in) of any Property of an Immaterial Foreign Subsidiary in connection with the liquidation, wind up or dissolution of such Immaterial Foreign Subsidiary; and (j) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) not less than seventy five percent (75%) so long as no Default or Event of the aggregate sales price from such disposition Default shall be paid in cash 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) of this Section 9.09 shall be made or assumed if a Default has have occurred and is then continuing at the time of such Asset Sale, or could reasonably be expected after giving effect thereto, Asset Sales of other property not to result therefromexceed $3,000,000 in the aggregate 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), licensesale and leaseback, transfer assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its 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 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 thereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of receivables in connection with the compromise, settlement or collection thereof in the Ordinary Course; (b) sales of inventory in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s-Length Transaction; (bc) 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)Ordinary Course; (d) Permitted Licenses; (e) transfers of assets, rights or property by any Subsidiary Guarantor to any other Obligor; (ef) 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 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 of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipmentidentified in Schedule 9.09; (hk) dispositions for cash so long as no Event of past due accounts receivable 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 ordinary course of business (including aggregate in any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereoffiscal year; (il) dispositions other Asset Sales not in excess of non-core assets acquired pursuant $15,000,000 (or 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 a Permitted Acquisition; (j) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) not no less than seventy seventy-five percent (75%) of the aggregate sales price from total consideration (fixed or contingent) paid or payable to such disposition shall be paid 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; (iim) 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 dispositions in the aggregateordinary course of business consisting of the abandonment of intellectual property rights (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 the Subsidiaries; and (kn) disposition any sublease or manufacturing agreement with respect to the manufacturing facility 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) the Borrower located in Dunkirk that is an Arm’s-Length Transaction and does not exceed 50% of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromthe capacity of the facility.

Sales of Assets, Etc. Such Obligor will shall not, and will shall not permit any of its Subsidiaries to, sell, lease, license, transfer transfer, or otherwise dispose of any of its property Property (including accounts receivable and Equity Interests of 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 thereof, 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; (bc) 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 other Obligor Intellectual Property rights in the ordinary course of business; (c) Asset Sales business 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 constitute outbound licenses permitted pursuant each such license does not effect a legal transfer of title to Section 9.13(b)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 Property by (i) Borrower or any Subsidiary Guarantor 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 that is surplus, obsolete or worn out or no longer used or useful in the Businessbusiness of the Borrower and its Subsidiaries; (f) leases or subleases of real property or non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) to third parties, in connection each case not interfering with the business of Borrower and its Subsidiaries; (g) any transaction permitted under Section 9.03 or 9.05; 9.05 (g) dispositions of equipment in each case, other than by reference to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipment;this Section 9.09 (or any subclause hereof)); and (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) orother Asset Sale; provided, in the case of accounts receivable in default, in connection with the collection or compromise 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 at least seventy-five percent (7575.00%) of the aggregate sales price from consideration paid in connection with each such disposition Asset Sale shall be cash proceeds paid in cash contemporaneously with the consummation of such Asset Sale and (ii) the aggregate fair market net book value of all assets so 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 the Borrower and its Domestic Subsidiaries, togetherSubsidiaries in all Asset Sales permitted under this clause (h), shall not exceed in any fiscal year $300,000 in 500,000 during 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) term of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromAgreement.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, licenseexclusively license (in terms of geography or field of use), transfer transfer, or otherwise dispose of any of its property Property (including accounts receivable and Equity Interests capital stock of 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 thereof, 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; (bc) 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 other Obligor Intellectual Property rights in the ordinary course of business; (c) Asset Sales 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 constitute outbound licenses permitted pursuant each such license does not effect a legal transfer of title to Section 9.13(b)such Intellectual Property rights and that each such license must be a true license as opposed to a license that is a sales transaction in substance; (d) (i) transfers of property Property by any Subsidiary to any 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, the aggregate fair market value of which does not cause the Intercompany Basket to be exceeded, 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 Property that is surplus, obsolete or worn out or no longer used or useful in the Business; (f) in connection with any transaction or disposition permitted under Section 9.03 9.02, 9.03, 9.05 or 9.05;9.06; and (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipment; (hi) dispositions for cash of past due accounts receivable licenses entered into in the ordinary course of business of Intellectual Property or other property owned by Borrower or any Subsidiary which may only be exclusive with respective to geographical location outside the United States and (including ii) licenses entered into in the ordinary course of business of Intellectual Property or other property (excluding Intellectual Property or other property relating to the Product) owned by Borrower or any discount and/or forgiveness thereof) orSubsidiary; provided that, in each case, such licenses must be true licenses as opposed to licenses that are sales transactions in substance; (h) non-exclusive licenses of Intellectual Property entered into in the case ordinary course of accounts receivable in default, in connection with the collection or compromise thereofbusiness; (i) dispositions any other Asset Sale, the Asset Sale Proceeds of non-core assets acquired pursuant to a Permitted Acquisitionwhich are applied as required under Section 3.03(b)(i); (j) dispositions 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 otherwise permitted hereunder which are made for fair market value; provided to exceed one hundred eighty (180) days) applied to replace such assets; (k) the abandonment or other disposition of Obligor Intellectual Property that (i) not less than seventy five percent (75%) is no longer useful or material to the conduct of the aggregate sales price from such disposition shall be paid in cash and (ii) the aggregate fair market value business of all assets so sold by the Borrower and its Domestic SubsidiariesSubsidiaries as determined by Borrower in its reasonable business judgment; (l) dispositions consisting of the sale, togethertransfer, shall not exceed assignment or other disposition of unpaid and overdue accounts receivable in any fiscal year $300,000 connection with the collection, compromise or settlement thereof in the aggregateordinary course of business and not as part of a financing transaction; and (km) the disposition of accounts receivable pursuant other property in an aggregate amount not to a financing transaction permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromexceed $1,000,000.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer or otherwise dispose of any of its property (including income, revenue accounts receivable (or in each case rights in respect thereof) and Equity Interests of 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 thereof, an “Asset Sale”), except:except for the following (provided that, in the case of any Asset Sale of the type described in clauses (d) and (h) 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) sales and leases of inventory in the ordinary course of its business on ordinary business terms; (b) the forgiveness, release or compromise of any amount owed to any other Obligor in the ordinary course of business; (c) Asset Sales that constitute outbound licenses permitted pursuant to Section 9.13(b); (d) (i) transfers of property by any Obligor to any other Obligor, (ii) transfers of property by any Subsidiary that is not a Subsidiary Guarantor to any Obligor or to any other ObligorSubsidiary that is not a Subsidiary Guarantor and (iii) transfers of property by Obligors to Subsidiaries that are not Subsidiary Guarantors in an aggregate amount not to exceed $500,000 for all such transfers in any fiscal year of the Borrower; (e) dispositions of any property that is surplus, obsolete or worn out or no longer used or useful in the Businessbusiness of the Obligors; (f) in connection with any transaction permitted under Section 9.02, 9.03 or 9.05; (g) dispositions transfers or the use of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipmentcash or cash equivalents in a manner not prohibited by this Agreement; (h) dispositions other Asset Sales not exceeding $250,000 in the aggregate for cash all Obligors and their Subsidiaries in any fiscal year of past due accounts receivable the Borrower; and (i) Asset Sales in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection to contract manufacturers or compromise thereof; (i) dispositions of non-core assets acquired pursuant logistics providers 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 aggregate sales price from such disposition shall be paid in cash facilitate Product manufacturing 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) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromlogistics services.

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), licensesale and leaseback, transfer assign, convey, exclusively license (including in terms of geography or field of use), transfer, or otherwise dispose of any of its 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 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 thereof, an “Asset Sale”), except: (a) sales sales, transfers and other dispositions of inventory receivables in connection with the compromise, settlement or collection thereof in the ordinary course of its business on ordinary business termsOrdinary Course; (b) sales of inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the Ordinary Course in an Arm’s Length Transaction; (c) 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)Ordinary Course; (d) transfers Permitted Licenses and the transfer of property by any Subsidiary to any other 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 equipment and other tangible property that is obsolete or worn out or no longer used or useful in the Business; (f) business disposed of in connection with any transaction permitted under Section 9.03 or 9.05the Ordinary Course in an Arm’s Length Transaction; (g) dispositions of equipment resulting from Casualty Events (without giving effect to the extent that such equipment is simultaneously exchanged for credit against Dollar exception set forth in the purchase price of replacement equipmentdefinition thereof); (h) dispositions for cash the unwinding of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereofHedging Agreement permitted by Section 9.05 pursuant to its terms; (i) dispositions the unwinding or settlement of non-core assets acquired pursuant to a any Permitted AcquisitionBond Hedge Transaction or Permitted Warrant Transaction; (j) dispositions not otherwise permitted hereunder which are made for Asset Sales identified in Schedule 9.09; (k) 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; provided that value not in excess of $5,000,000 in the aggregate; (il) 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 seventy-five percent (75%) of the aggregate sales price from total consideration (fixed or contingent) paid or payable to such disposition shall 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 paid in conducted; (n) dispositions of cash 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 Permitted Cash Equivalents Investment in the aggregateOrdinary Course or otherwise in transactions permitted hereunder; (o) to the extent constituting an Asset Sale, any Permitted Liens; and (kp) disposition issuance of accounts receivable pursuant to a financing transaction permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted stock or other shares by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromthe Borrower in the Ordinary Course.

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, licenseexclusively license (in terms of geography or field of use), transfer transfer, or otherwise dispose of any of its property Property (including accounts receivable and Equity Interests capital stock of 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 thereof, an “Asset Sale”), exceptexcept for any of the following: (a) sales transfers of cash for equivalent value and inventory in the ordinary course of its business, including the transfer of nCounter systems to collaborators as compensation for services rendered in the ordinary course of business; (b) sales, loans or leases of inventory in the ordinary course of its business on ordinary business terms; terms (b) the forgiveness, release or compromise of any amount owed to any other Obligor in the ordinary course of businessincluding reagent rental agreements); (c) Asset Sales that constitute outbound licenses permitted pursuant tangible property transfers to a Permitted Commercialization Arrangement Vehicle but subject to the monetary limit on Investments as described under Section 9.13(b9.05(k); (d) transfers of property Property by any Subsidiary Obligor to any other Obligor; (e) dispositions of any property Property that is obsolete or worn out or no longer used or useful in the Business; (f) placements of specialized equipment for manufacturing, with a fair market value not to exceed the sum of $3,000,000 in the aggregate, with foreign or domestic contract manufacturers where Borrower retains title to such equipment and maintains the Lenders’ Lien on such equipment (such Lien being acknowledged by such manufacturer) with a right to recover the equipment; provided that notwithstanding Section 8.12(c) and 8.16(b), Borrower shall be solely responsible for paying (or reimbursing Lenders) for all legal and filing costs relating to the creation and maintenance of Lenders’ Lien on such Property in foreign jurisdictions. (g) 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 (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are applied to the purchase price of such replacement property within 180 days; (i) dispositions resulting from casualty events; (j) non-exclusive licenses of Borrower’s and its Subsidiaries’ Intellectual Property; (k) licenses for the use of the Intellectual Property of Borrower or its Subsidiaries (but not to any of Borrower’s other 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 but that may be exclusive (i) in respects other than territory (such as field of use or scope) and (ii) as to territory, only as to discrete areas outside of the United States; provided that any such license of such Intellectual Property covering the Product may be exclusive only as to territory and only as to discrete areas outside of the United States; (l) exclusive and non-exclusive licenses covering nCounter Elements or diagnostic gene content other than for nCounter-based Prosigna™ Breast Cancer Prognostic Gene Signature Assay; (m) any transaction permitted under Section 9.03 or 9.05; (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipment; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise 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 aggregate sales price from such disposition shall be paid in cash 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 (kn) the disposition of accounts receivable pursuant other property in aggregate amount not to a financing transaction permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromexceed $250,000 in any single year.

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, licensetransfer, transfer or otherwise dispose of any of its property their assets or properties (including accounts receivable and receivable, Intellectual Property or Equity Interests of 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 thereof, 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) sales of inventory in the ordinary course of its business on ordinary business terms; (b) the forgiveness, release or compromise of any amount owed to an Obligor or any other Obligor of its Subsidiaries in the ordinary course of business; (c) Asset Sales transfers of assets or properties by (i) any Obligor or any of its Subsidiaries to another Obligor or (ii) by any Subsidiary that constitute outbound licenses permitted pursuant is not an Obligor to Section 9.13(b)any other Subsidiary that is not an Obligor; (d) transfers of property by any Subsidiary to any other Obligor; (e) dispositions of any property assets or properties (including leaseholds, but other than any Intellectual Property) that is 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) leases and subleases of real property and other property (other than Intellectual Property) and licenses or sublicenses 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 non-U.S. Subsidiary to qualified directors to the extent required by applicable Laws; (h) dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases entered into in the ordinary 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 Section 9.03 or 9.05Sections 9.02, 9.03, 9.05 and 9.06; (gm) 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; (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 equipment any asset or property to the extent that such equipment asset or property is simultaneously exchanged for credit against the purchase price of similar replacement equipmentproperty; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise 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 aggregate sales price from such disposition shall be paid in cash 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) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefrom.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, licenseexclusively license (in terms of geography or field of use), transfer transfer, or otherwise dispose of any of its property Property (including accounts receivable and Equity Interests capital stock of 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 thereof, 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; (bc) development and other collaborative arrangements where such arrangements provide for the forgivenesslicenses or disclosure of Patents, release Trademarks, Copyrights or compromise 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; provided that each such license does not effect a legal transfer of title to such Intellectual Property rights and that each such license must be a true license as opposed to a license that is a sales transaction in substance; (d) (i) transfers of Property by any amount owed Subsidiary to any Obligor, (ii) transfers of Property by any Obligor to any other Obligor, (iii) transfers of Property, by any Obligor to a Subsidiary that is not a Subsidiary Guarantor, the aggregate fair market value of which does not cause the Intercompany Basket to be exceeded, and (iv) transfers of Property by any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor; (e) any transaction or disposition permitted under Section 9.02, 9.03, 9.05 or 9.06; and (f) (i) licenses entered into in the ordinary course of business of Intellectual Property or other property owned by Borrower or any Subsidiary which may only be exclusive with respective to geographical location outside the United States, (ii) licenses entered into in the ordinary course of business of Intellectual Property or other property (excluding Intellectual Property or other property relating to the Product) owned by Borrower or any Subsidiary, and (iii) any license (whether or not exclusive) of all or any portion of the oncology business of Borrower and its Subsidiaries, including any assets reasonably related thereto; provided that, in the case of each of the foregoing clauses (i) through (iii), such license does not effect a legal transfer of title to such Intellectual Property rights and that each such license must be a true license as opposed to a license that is a sales transaction in substance; 164703839 v7 (g) non-exclusive licenses of Intellectual Property entered into in the ordinary course of business; (ch) any other Asset Sales that constitute outbound licenses permitted pursuant to Sale, the Asset Sale Proceeds of which are applied as required under Section 9.13(b3.03(b)(ii); (d) transfers of property by any Subsidiary to any other Obligor; (ei) dispositions of any property Property that is surplus, obsolete or worn out or no longer used or useful in the Business; (fj) 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 one hundred eighty (180) days) applied to replace such assets; (k) the abandonment or other disposition of Obligor Intellectual Property that is no longer useful or material to the conduct of the business of Borrower and its Subsidiaries as determined by Borrower in its reasonable business judgment; (l) dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with any transaction permitted under Section 9.03 the collection, compromise or 9.05; (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipment; (h) dispositions for cash of past due accounts receivable settlement thereof in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case and not as part of accounts receivable in default, in connection with the collection or compromise 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 aggregate sales price from such disposition shall be paid in cash 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 aggregatefinancing transaction; and (km) the disposition of accounts receivable pursuant other property in an aggregate amount not to a financing transaction permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromexceed $1,000,000.

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), licensesale and leaseback, transfer assign, convey, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its 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 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 thereof, an “Asset Sale”), except: (a) sales, transfers and other dispositions of receivables in connection with the compromise, settlement or collection thereof in the Ordinary Course; (b) sales of inventory in the ordinary course of its business on ordinary business termsOrdinary Course in an Arm’s-Length Transaction; (bc) 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)Ordinary Course; (d) Permitted Licenses; (e) transfers of assets, rights or property by any Subsidiary Guarantor to any other Obligor; (ef) 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 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 9.05; (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipment; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereof; (i) dispositions of non-core assets acquired pursuant to a Permitted Acquisition‎9.05; (j) dispositions not otherwise permitted hereunder which are made for 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; provided that value not in excess of $5,000,000 (ior the Equivalent Amount in other currencies) in the aggregate in any fiscal year; (l) other Asset Sales not in excess of $15,000,000 (or 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 seventy-five percent (75%) of the aggregate sales price from total consideration (fixed or contingent) paid or payable to such disposition shall be paid 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; (iim) dispositions in the aggregate fair market value ordinary course of all assets so sold by business consisting of the abandonment of intellectual property rights (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 the Subsidiaries; (n) 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 its Domestic Subsidiaries, together, shall does not exceed in any fiscal year $300,000 in 50% of the aggregatecapacity of the facility; and (ko) the Dunkirk Transaction (as defined in Amendment No. 3) solely in accordance with the terms and conditions set forth in Amendment No. 3 (the parties acknowledge that the Dunkirk Transaction was consummated on February 14, 2022); (p) 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 disposition of accounts receivable the Equity Interests in the Klisyri SPV pursuant to a financing transaction permitted pursuant to Section 9.01(h); provided that, no Asset Sale otherwise permitted by clauses (i) or (j) of this Section 9.09 shall be made or assumed if a Default has occurred and is then continuing or could reasonably be expected to result therefromthe Klisyri Transaction Documents.

Sales of Assets, Etc. Such Obligor It will not, and will not permit any of its Subsidiaries to, sell, lease, licenseexclusively license (in terms of geography or field of use), as 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 Property (including accounts receivable and Equity Interests of 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 thereof, an “Asset Sale”), except: (a) sales transfers of inventory cash in the ordinary course Ordinary Course of its business Business for equivalent value; (b) sales or leases of products and services in the Ordinary Course of Business on ordinary business terms; (bc) the forgiveness, release or compromise of any amount owed to any other Obligor in the ordinary course Ordinary Course of business; (c) Asset Sales that constitute outbound licenses permitted pursuant to Section 9.13(b)Business; (d) transfers of property entering into, or becoming bound, by any Subsidiary a Permitted License to any other 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 property 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 obsolete or obsolete, worn out out, surplus or no longer used or useful in the Business; (f) in connection with any transaction permitted under Section 9.03 the business of the Obligors or 9.05with respect to which a newer and improved version is available; (g) dispositions of equipment to the extent that such equipment is simultaneously exchanged for credit against the purchase price of replacement equipmentresulting from Casualty Events; (h) dispositions for cash of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) ortransaction permitted under Section 9.02, in the case of accounts receivable in default9.03, in connection with the collection or compromise thereof;9.05 and 9.20; and (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 aggregate sales price from such disposition so long as no Default shall be paid in cash 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) of this Section 9.09 shall be made or assumed if a Default has have occurred and is then continuing at the time of such Asset Sale, or could reasonably be expected after giving effect thereto, Asset Sales of other property not to result therefromexceed $250,000 in the aggregate per fiscal year.