Contract

Exhibit 10.2

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CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

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REVENUE INTEREST PURCHASE AGREEMENT

dated as of March 30, 2022

by and between

XXXXXXX, INC.,

as Seller,

and

Xxxxxxx SPV2 LLC,

as Company

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REVENUE INTEREST PURCHASE AGREEMENT

This REVENUE INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2022, is entered into between XXXXXXX, INC., a Delaware corporation (together with its permitted successors and assigns, “Seller”), and Xxxxxxx SPV2 LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Company”).

RECITALS

WHEREAS, Seller owns 100% of the equity interests of Company;

WHEREAS, Seller desires to sell, contribute, assign, transfer, convey and grant to Company all its right, title and interest in, to and under the Purchased Revenue Interest and the Purchased Additional Revenue Interest;

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WHEREAS, in consideration for such sale, contribution, assignment, transfer, conveyance and grant to Company, Company shall pay to Seller the Purchase Price on the Initial Funding Date;

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WHEREAS, Company desires to purchase, acquire, receive and accept from Seller all of Seller’s right, title and interest in, to and under the Purchased Revenue Interest and the Purchased Additional Revenue Interest pursuant to this Agreement and in consideration, commits to pay the Purchase Price on the Initial Funding Date to Seller and reflect the excess value of the aggregate amount of the Purchased Revenue Interest and the Purchased Additional Revenue Interest over the Purchase Price as a capital contribution to Company from Seller, under and subject to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

Article I​
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DEFINITIONS
Section 1.01Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Loan Agreement.

As used herein, the following terms have the following respective meanings:

“Additional Applicable Rate” means initially zero percent (0.0%); provided that if this Agreement is terminated with respect to the Purchased Revenue Interest, as set forth in Section 5.01 of this Agreement, such rate shall be increased to four percent (4.0%), such that the sum of the Additional Applicable Rate and the Applicable Rate shall never be less than four percent (4%).

“Agreement” has the meaning set forth in the Preamble.

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“Applicable Rate” means four percent (4.0%); provided that if the first Chinese Regulatory Approval has not occurred on or prior to [***], such rate shall be increased to seven percent (7.0%) for the period beginning on [***] and ending on the date (if any) on which the Applicable Rate Step-Up Termination Trigger occurs.

“Applicable Rate Step-Up Termination Trigger” means such time as the Lender has received payments under the Loan Agreement pursuant to Section 4.04 thereof equal to, in the aggregate, the product of (a) [***] multiplied by (b) the sum of the First Tranche Loan Commitment, the Second Tranche Loan Commitment (if the Second Tranche Loan has been extended under the Loan Agreement) and the Third Tranche Loan Commitment (if the Third Tranche Loan has been extended under the Loan Agreement) (collectively, the “Facility Amount”); provided that if the first Chinese Regulatory Approval occurs on or prior to [***], such product shall be decreased as of the date of the first Chinese Regulatory Approval to the product of (a) [***] multiplied by (b) the Facility Amount.

“Chinese Regulatory Approval” means any and all approvals, licenses, registrations or authorizations of any Regulatory Agency (including NMPA) necessary for commercially distributing, selling, promoting, marketing or otherwise Commercializing the Licensed Product in the People’s Republic of China, including pricing and reimbursement approvals where reasonably necessary for the sale of the Licensed Product.

“Combination Product” means a product that includes Compound and at least one additional active ingredient and is either co-formulated, co-administered or sold at a single price point or otherwise sold to be administered together, sequentially or as part of a course of treatment. Drug delivery vehicles, adjuvants, solubilizers and excipients shall not be deemed to be “active ingredients”, except in the case where such delivery vehicle, adjuvant, solubilizers, or excipient is recognized as an active ingredient in accordance with applicable FDA regulations.

“Commercialization” means any and all activities directed to the distribution, marketing, detailing, promotion, selling and securing of reimbursement of the Revenue Interest Product (including the selling and offering for sale of the Revenue Interest Product), and shall include post-approval studies to the extent required by a Regulatory Agency, promoting, detailing, distributing, selling the Revenue Interest Product, importing, exporting or transporting the Revenue Interest Product for sale, and regulatory compliance with respect to the foregoing.

“Company” has the meaning set forth in the Preamble.

“Compound” means (i) oliceridine having the chemical structure set forth on Schedule 1.01(a) hereto, (ii) a prodrug or metabolite of the compound specified in (i), and (iii) any salt, polymorph, solvate, hydrate, anhydride, stereoisomer, racemate, acid, base or ester forms of the compound specified in (i).

“Default” means any condition or event which constitutes a Seller Event of Default or which, with the giving of notice or the lapse of time or both (in each case to the extent described in the relevant subclauses of the definition of “Seller Event of Default”) would, unless cured or waived, become a Seller Event of Default.

“Effective Date” means the date hereof.

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“GAAP” means the generally accepted accounting principles in the United States of America in effect from time to time.

“Indemnified Party” has the meaning set forth in Section 6.01(a).

“Initial Funding Date” means the date the First Tranche Loan is made by Lender to Borrower pursuant to Section 2.01(a) of the Loan Agreement.

“Lender” means R-Bridge Investment Four Pte. Ltd., a Singapore private company limited.

“Licensed Product” has the meaning assigned to such term in Section 1.49 of the License Agreement.

“Loan Agreement” means that certain Loan Agreement dated as of March 30, 2022 by and between Lender and Company.

“Net Sales” means [***].

“NMPA” means National Medicine Products Administration of China (formerly known as the China Food and Drug Administration), or its successor.

“Out-License” means any license or other agreement between Seller (or any of its Affiliates) and any Third Party (including any Permitted License with a Third Party) pursuant to which Seller (or any of its Affiliates) grants to such Third Party a license or sublicense under, or other rights to, any portion of the Intellectual Property to promote, market, sell, offer for sale or import the Revenue Interest Product in the United States; provided, however, that “Out-License” shall not include agreements granting non-exclusive rights under the Intellectual Property entered into in the ordinary course of business, including distribution agreements, manufacturing agreements, material transfer agreements and consulting agreements, that, in all cases, do not grant any rights to promote, market, sell, offer for sale or otherwise Commercialize any Revenue Interest Product.

“Permitted License” is defined in Section 4.01(q)(ii)(A).

“Permitted Licensee” is defined in Section 4.01(q)(ii)(A).

“Purchase Price” [***].

“Purchased Additional Revenue Interest” means, with respect to any Calendar Quarter commencing on or after the Closing Date and ending on the earlier to occur of (i) the occurrence of an Event of Default pursuant to the Loan Agreement and (ii) the written termination of this Agreement by Seller and Company, an undivided ownership interest of Net Sales, in an amount equal to the product of (a) the aggregate Net Sales in such Calendar Quarter of the Revenue Interest Product and (b) the Additional Applicable Rate for such Calendar Quarter.

“Purchased Revenue Interest” means, with respect to any Calendar Quarter commencing on or after the Closing Date and ending on the Termination Date, an undivided

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ownership interest of Net Sales, in an amount equal to the product of (a) the aggregate Net Sales in such Calendar Quarter of the Revenue Interest Product and (b) the Applicable Rate for such Calendar Quarter.

“Purchased Revenue Interest Cap” means Ten Million Dollars ($10,000,000) minus any amounts paid to Lender from the Interest Reserve Account pursuant to Section 4.04 of the Loan Agreement in respect of Fixed Interest Payments payable to Lender.

“Quarterly Report” means, with respect to each Calendar Quarter, a written report setting forth in reasonable detail (i) the calculation of the Purchased Revenue Interest and the Purchased Additional Revenue Interest for such Calendar Quarter, identifying the number of units of the Revenue Interest Product sold by Seller and its Affiliates and Permitted Licensees during such Calendar Quarter and setting forth a detailed break-down of all permitted deductions from gross sales used to determine Net Sales, (ii) Net Sales for such Calendar Quarter, and (iii) the cumulative year-to-date aggregate Net Sales of the Revenue Interest Product through the end of such Calendar Quarter.

“Recharacterization” has the meaning set forth in Section 2.04(b).

“Revenue Interest Product” means, collectively (a) the product known as OLINVYK® (oliceridine) and (b) any other product that contains the Compound as an active ingredient, alone or in combination with another active component, in each case of (a) and (b), in any strengths, forms, formulations, administrations or delivery routes.

“Seller” has the meaning set forth in the Preamble.

“Seller Event of Default” means the occurrence of one or more of the following:

(a)Any representation or warranty of Seller in any Loan Document to which it is party or in any certificate or other document delivered by Seller in connection with the Loan Documents proves to have not been true and correct in all material respects at the time it was made or deemed made (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) and, solely if the consequences of the failure of such representation or warranty to be true and correct can be cured, such failure continues for a period of thirty (30) days without such cure after the earlier of (x) the date Seller becomes aware of such failure and (y) the date Company, or Lender on behalf of Company, provides Notice of such failure to Seller.
(b)Seller fails to perform or observe any covenant or agreement contained in Sections 4.01(e), (f), (g)(i), or (h)(i).
(c)Seller fails to perform or observe (i) any covenant or agreement contained in the Loan Documents to which it is a party (other than those referred to in preceding subclause (b)) and, solely if the consequences of the failure to perform or observe such covenant or agreement can be cured, such failure continues for a period of thirty (30) days without such cure after the earlier of (x) the date Seller becomes aware of such failure and (y) the date Company, or Lender on behalf of Company, provides Notice of such failure to Seller or (ii) any covenant or agreement contained in Section 4.01(m) and, in the case of this clause (ii), solely if the

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consequences of the failure to perform or observe such covenant or agreement can be cured, such failure continues for a period of ten (10) days without such cure after the earlier of (x) the date Seller becomes aware of such failure and (y) the date Company, or Lender on behalf of Company, provides Notice of such failure to Seller.
(d)(i) Any of the Loan Documents to which Seller is a party shall cease to be in full force and effect, (ii) the validity or enforceability of any of the Loan Documents to which Seller is a party is disaffirmed or challenged in writing by Seller or any of its Affiliates or any Person (other than Lender) asserting an interest in any of the Collateral and such written disaffirmation or challenge is not withdrawn or disavowed by such Person within thirty (30) days after its communication or Seller has not brought appropriate proceedings for declaratory or other relief negating such disaffirmation or challenge within thirty (30) days after such communication and has not obtained an order granting such relief within ninety (90) days after commencement of such proceedings, or (iii) this Agreement, the Contribution Agreement, the Intercompany License Agreement, the Security Agreement or the Stock Pledge Agreement shall cease to be in full force and effect or shall cease to give Lender (directly or as assignee of Company) the rights purported to be created hereby or thereby (including a first priority perfected Lien on all of the Collateral in the event of a Recharacterization or on the Capital Stock of Company) other than as a result of any action by Lender or failure of Lender to perform an obligation of Lender under the Loan Agreement.
(e)Any security interest purported to be created by this Agreement, the Contribution Agreement, the Intercompany License Agreement, the Security Agreement or the Stock Pledge Agreement shall cease to be in full force and effect, or shall cease to give the rights, powers and privileges purported to be created and granted hereunder or thereunder (including a perfected first priority security interest in and Lien on the substantially all of the Collateral in the event of a Recharacterization (except as otherwise expressly provided herein and therein)) in favor of Company or Lender pursuant hereto or thereto, or shall be asserted by Seller not to be a valid, perfected, first priority (except as otherwise expressly provided in this Agreement, the Contribution Agreement, the Intercompany License Agreement, the Security Agreement or the Stock Pledge Agreement) security interest in the Collateral, and/or Seller takes any action which could reasonably be expected to impair Lender’s security interest in any of the Capital Stock of Company or any of the Collateral.
(f)Prior to the earlier of the Chinese Regulatory Approval and the Change-Over Date, (i) the Parent Guarantee shall cease to be in full force and effect or shall cease to give the rights, powers and privileges purported to be created and granted thereunder in favor of Lender or (ii) Seller asserts that the Parent Guarantee is not in full force and effect (except as otherwise expressly provided in the Parent Guarantee) or takes any action which could reasonably be expected to impair the guarantee provided to Lender under the Parent Guarantee except as otherwise permitted in the Loan Documents.
(g)An Insolvency Event with respect to Seller shall occur.

“Termination Date” means the earlier of (a) the date that payments received by Company in respect of the Purchased Revenue Interest (excluding payments received by Company in accordance with Section 4.01(n)) equal the Purchased Revenue Interest Cap and (b)

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the date on which the Company has paid to Lender, in accordance with Section 3.03 of the Loan Agreement, an Applicable Change of Control Payment calculated in accordance with Section 3.03(b) of the Loan Agreement.

Section 1.02Rules of Construction. For purposes of this Agreement except as otherwise expressly provided or unless the context otherwise requires:
(a)the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(b)accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;
(c)references herein to “Articles”, “Sections”, “Subsections”, “paragraphs”, and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, paragraphs and other subdivisions of this Agreement;
(d)a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to paragraphs and other subdivisions;
(e)unless otherwise specified, references to an agreement or other document include references to such agreement or document as from time to time amended, restated, amended and restated, extended, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein or in any of the other Loan Documents) and include any annexes, exhibits and schedules attached thereto;
(f)the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision;
(g)the words “include”, “including” and other words of similar import shall mean without limitation by reason of enumeration;
(h)the word “will” shall be construed to have the same meaning and effect as the word “shall”;
(i)the word “or” shall be interpreted in the inclusive sense commonly associated with the term “and/or”;
(j)references to any Applicable Law shall include such Applicable Law as from time to time in effect, including any amendment, modification, codification, replacement or reenactment thereof or any substitution therefor;
(k)references to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer or delegation set forth herein or in any of the other Loan Documents), and any reference to a Person

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in a particular capacity excludes such Person in other capacities; and
(l)in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and each of the words “to” and “until” means “to but excluding”.
Article II​
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PURCHASE AND SALE OF THE PURCHASED REVENUE INTEREST
Section 2.01Purchase and Sale.
(a)On the Closing Date, and subject to Section 2.01(b), Seller shall sell, assign, transfer, convey and grant to Company, and Company shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Purchased Revenue Interest and the Purchased Additional Revenue Interest, free and clear of any and all Liens, other than Liens in favor of Lender. Seller and Company intend and agree that the sale, assignment, transfer, conveyance and grant of the Purchased Revenue Interest and the Purchased Additional Revenue Interest under this Agreement shall be, and is, a true, complete, absolute and irrevocable sale, assignment, transfer, conveyance and grant of the Purchased Revenue Interest and the Purchased Additional Revenue Interest by Seller to Company, and that such sale, assignment, transfer, conveyance and grant shall provide Company with all of Seller’s rights, title and interest in and to the Purchased Revenue Interest and the Purchased Additional Revenue Interest.
(b)In full consideration of the sale, assignment, transfer, conveyance and grant to Company of the Purchased Revenue Interest and the Purchased Additional Revenue Interest as of the Effective Date, Company shall pay (or cause to be paid) the Purchase Price to Seller on the Initial Funding Date, by transferring (or causing to be transferred) the cash portion of the Purchase Price to Seller to the account of Seller specified by it in writing and accepting and reflecting in its financial accounts a capital contribution from Seller of the additional value of the Purchased Revenue Interest and the Purchased Additional Revenue Interest in excess of the cash portion of the Purchase Price. Seller, concurrently with execution and delivery of this Agreement, hereby sells, contributes, assigns, transfers, conveys and grants to Company all of the value of the Purchased Revenue Interest and the Purchased Additional Revenue Interest in excess of the cash portion of the Purchase Price, as a contribution to the capital of Company. Company acknowledges receipt of such capital contribution and its entry in the financial records of Company as a capital contribution.
Section 2.02Required Financing Statements; Marking of Records.
(a)Seller shall treat the sale, transfer, assignment and conveyance of the Purchased Revenue Interest and the Purchased Additional Revenue Interest as a sale of “accounts” or “payment intangibles” (as appropriate) in accordance with the UCC. In connection with the transfers made by Seller to Company under this Article II on the Closing Date, Seller will file (or cause to be filed), at its own expense, all UCC financing statements in appropriate form for filing under the UCC, and all other certificates, agreements, instruments, filings, recordings and other actions that are necessary or reasonably requested by or on behalf of Company in order to establish, protect, preserve and perfect the transfer of the Purchased

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Revenue Interest and the Purchased Additional Revenue Interest to Company.
(b)All financing statements (or documents of similar import) shall meet the requirements of Applicable Law. Seller irrevocably authorizes Company and its assigns at any time and from time to time in the sole discretion of Company or its assigns, and appoints Company and its assigns as its attorney-in-fact, to act on behalf of Seller (i) to execute on behalf of Seller as debtor and to file financing statements necessary or appropriate in Company or its assign’s sole discretion to perfect and to maintain the perfection and priority of the interest of Company in the Purchased Revenue Interest and the Purchased Additional Revenue Interest and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Purchased Revenue Interest and the Purchased Additional Revenue Interest as a financing statement in such offices as Company or its assigns in their sole discretion deem necessary or appropriate to perfect and to maintain the perfection and priority of Company’s interests in such Purchased Revenue Interest and the Purchased Additional Revenue Interest. Company shall provide Seller with copies of any such filings. This appointment is coupled with an interest and is irrevocable.
(c)In view of the intention of the parties hereto that the assignment and transfer of the Purchased Revenue Interest and the Purchased Additional Revenue Interest made hereunder shall constitute an outright sale of the Purchased Revenue Interest and the Purchased Additional Revenue Interest rather than a loan secured thereby, in connection with the transfer and conveyance of the Purchased Revenue Interest and the Purchased Additional Revenue Interest Seller has, at its own expense caused its records to be marked on the Closing Date to show that the Purchased Revenue Interest and the Purchased Additional Revenue Interest has been transferred to Company in accordance with this Agreement.
Section 2.03[Reserved].
Section 2.04Intent.
(a)Seller and Company intend that the transfer by Seller to Company of the Purchased Revenue Interest and the Purchased Additional Revenue Interest pursuant to Section 2.01 hereof shall be true, absolute and irrevocable, shall constitute a valid transfer and conveyance by Seller of the Purchased Revenue Interest and the Purchased Additional Revenue Interest and shall provide Company with the full benefits of ownership of the Purchased Revenue Interest and the Purchased Additional Revenue Interest, and that the Purchased Revenue Interest and the Purchased Additional Revenue Interest shall not be part of Seller’s estate in the event of the insolvency or bankruptcy of Seller.
(b)Without limiting the provisions of Section 2.04(a), as a precaution to address the possibility that, notwithstanding that Seller and Company expressly intend and expect that the sale, assignment, transfer, conveyance and grant of the Purchased Revenue Interest and the Purchased Additional Revenue Interest hereunder shall be a true, absolute and irrevocable sale and assignment and a true, absolute and irrevocable contribution for all purposes, to protect the interest of Company in the event that such sale and assignment is recharacterized as other than a true sale or such contribution is recharacterized as other than a true contribution, or such sale and assignment or contribution, as applicable, will for any reason

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be ineffective or unenforceable as such, as determined in a judicial, administrative or other proceeding (any of the foregoing being a “Recharacterization”), Seller does hereby grant to Company a continuing security interest (which shall be of first priority) in all of Seller’s right, title and interest in, to and under the Purchased Revenue Interest and the Purchased Additional Revenue Interest, whether now or hereafter existing, and any and all “proceeds” thereof (as such term is defined in the UCC), in each case, for the benefit of Company as security for the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price (plus a market rate of return thereon) together with the performance when due of all of Company’s obligations now or hereafter existing under this Agreement and the other Loan Documents, which security interest will, upon the filing of a duly prepared financing statement in the appropriate filing office, be perfected and prior to all other Liens on the rights of Seller to the Purchased Revenue Interest and the Purchased Additional Revenue Interest. In the event of a Recharacterization, Company will have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other Applicable Law, which rights and remedies will be cumulative. This Agreement shall constitute a security agreement in respect of such security interest.
(c)Seller and Company intend that their operations and business would not be substantively consolidated in the event of an Insolvency Event with respect to Seller and that the separate existence of Seller and Company would not be disregarded in the event of an Insolvency Event with respect to Seller. Company and Seller acknowledge that the Organizational Documents of Company contain provisions intended to maintain the separate existence and identity of Company, and the parties agree that they will duly observe such provisions and Applicable Law in support of such separate existence and identity.
Article III​
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REPRESENTATIONS AND WARRANTIES
Section 3.01Representations and Warranties of Seller. Seller represents and warrants that the representations and warranties set forth under Sections 7.01(m), 7.01(n), 7.01(p), 7.01(q), 7.01(r) and 7.02 of the Loan Agreement are true and correct, and such representations and warranties are hereby made herein by Seller as though set forth in full herein. Company has relied upon such representations and warranties in purchasing and accepting the conveyance of the Purchased Revenue Interest and the other parties to the transactions contemplated hereby have relied upon such representations and warranties in executing each of the Loan Documents to which it is a party. Such representations and warranties shall survive until the Termination Date.
Section 3.02Survival of Representations and Warranties. All representations and warranties by Seller contained in this Agreement shall survive the execution, delivery and acceptance thereof by the Parties and the closing of the transactions contemplated in this Agreement.

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Article IV​
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COVENANTS OF SELLER AND COMPANY; SELLER EVENT OF DEFAULT
Section 4.01Seller Covenants. Seller hereby covenants and agrees with Company, in connection with the sale and assignment of the Purchased Revenue Interest and the Purchased Additional Revenue Interest, as applicable, as follows:
(a)Financial Statements and Information. Seller will comply with and facilitate Company undertakings regarding financial statements and other information relating to Seller set forth in Section 8.03 and 8.11 of the Loan Agreement.
(b)All written information supplied by or on behalf of Seller to Company pursuant to this Section 4.01 (other than pursuant to Sections 8.03(a) and 8.03(b) of the Loan Agreement) shall be accurate and complete in all material respects as of its date or the date so supplied and the financial statements provided pursuant to Sections 8.03(a) and 8.03(b) of the Loan Agreement fairly present in all material respects the financial positions and results of operations as of the dates indicated therein. For the avoidance of doubt, Seller makes no representations or warranties regarding the accuracy or completeness of any information it receives from a Third Party that it is required to furnish to Company pursuant to this Section 4.01, unless to the actual Knowledge of Seller such information is inaccurate or incomplete, in which case Seller shall specify such inaccuracy or incompleteness.
(c)Books and Records. Seller shall keep proper books, records and accounts in which entries in conformity with sound business practices and all requirements of Law applicable to it shall be made of all dealings and transactions in relation to its business, assets and activities and as shall permit the preparation of the consolidated financial statements of Seller in accordance with GAAP.
(d)Maintenance of Insurance. Seller shall maintain coverage under its general liability and property damage insurance policies naming Company and its assigns (including Lender) as additional insured (in the case of liability insurance) and loss payee (in the case of property insurance). Seller shall furnish to Company from time to time upon written request full information as to the insurance carried.
(e)Governmental Authorizations. Seller shall obtain, make and keep in full force and effect all authorizations from and registrations with Governmental Authorities that may be required for the validity or enforceability against Seller of this Agreement and the other Loan Documents to which it is a party.
(f)Compliance with Laws and Contracts.
(i)Seller shall comply, and cause its Affiliates to comply, with all Applicable Laws applicable to the Purchased Revenue Interest and the research, development, manufacture and Commercialization of the Revenue Interest Product, and perform its obligations under all Material Contracts, if any, entered into after the Closing Date relative to the conduct of its business, except where the failure to comply could not reasonably be expected to result in a Material Adverse Effect.

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(ii)Seller will comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any Governmental Authority applicable to the Purchased Revenue Interest and the research, development, manufacture and Commercialization of the Revenue Interest Product.
(g)Conveyance of Purchased Revenue Interest; Security Interests. Except for the transfers and conveyances hereunder and any Permitted Lien and the Liens in favor of Lender, (i) Seller will not (and will not purport to) pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on the Purchased Revenue Interest or the Revenue Interest Product or any interest therein and (ii) Seller shall defend the right, title, and interest of Company and its successors and assigns in, to, and under the Purchased Revenue Interest, against all claims of third parties claiming through or under Seller.
(h)Notices.
(i)Seller shall promptly (and in any event within four (4) Business Days) after obtaining Knowledge of the same give written Notice to Company and its assigns (including Lender) of each Default or Event of Default and each other event that has or could reasonably be expected to have a Material Adverse Effect; provided that in any of the foregoing situations where Seller knows a press release or other public disclosure is to be made by Seller or any of its Affiliates, Seller shall use all commercially reasonable efforts to provide such information to Company and its assigns (including Lender) as early as possible but in no event later than simultaneously with such release or other public disclosure.
(ii)Seller shall, promptly (and in any event within four (4) Business Days) after obtaining Knowledge thereof, give written Notice to Company and its assigns (including Lender) of any litigation or proceedings (i) related to any Permitted License, the Loan Documents or any of the transactions contemplated therein, (ii) which could reasonably be expected to have a Material Adverse Effect or (iii) challenging the validity of the Intellectual Property.
(iii)Seller shall, promptly (and in any event within four (4) Business Days) after receipt of any material notice or correspondence relating to the Revenue Interest Product, the development, manufacture or Commercialization thereof, or any event which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, provide a copy of such notice to Company together with a summary of Seller’s intended response thereto.
(iv)Seller shall, promptly after obtaining Knowledge thereof (and in any event within four (4) Business Days), give written Notice to Company and its assigns (including Lender) of any representation or warranty made or deemed made by Seller in any of the Loan Documents or in any certificate delivered pursuant thereto shall prove to be untrue, inaccurate or incomplete in any material respect on the date as of which made or deemed made.

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(v)Seller shall, promptly after obtaining Knowledge thereof, give written Notice to Company and its assigns (including Lender) of the occurrence of any Material Adverse Effect.
(i)Taxes. Seller shall file all tax returns required to be filed by it and pay, discharge or otherwise satisfy all material taxes of any kind imposed on or in respect of its income or assets as the same shall become due and payable and in any event before any Lien on any of the Purchased Revenue Interest exists as a result of nonpayment except for Permitted Liens.
(j)Intellectual Property. Seller (A) shall prosecute and maintain the material Intellectual Property (including Patents included therein); (B) shall not, without the prior consent of Company, grant or withhold any consent, exercise or waive any right or option or fail to exercise any right or option in respect of, affecting or relating to the Revenue Interest Product or the Intellectual Property in any manner that would reasonably be expected to have a Material Adverse Effect; (D) shall defend or assert such material Intellectual Property against commercially significant infringement or interference by any other Persons, and against any claims of invalidity or unenforceability, in the United States (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a Third Party for declaratory judgment of non-infringement or non-interference).
(k)Security Documents; Further Assurances. Seller shall promptly, upon the reasonable request of Company or its assigns (including Lender), at Seller’s sole cost and expense, (a) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Loan Documents or otherwise deemed by Company or its assigns (including Lender) reasonably necessary or desirable for the continued validity, perfection and priority of the assignment of the Purchased Revenue Interest or the Liens thereon secured pursuant to Section 2.04 subject to no other Liens except as permitted by the applicable Loan Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith; (b) deliver or cause to be delivered to Company and its assigns (including Lender) from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to Company and such assigns as Company or such assigns shall reasonably deem necessary to perfect or maintain the assignment of the Purchased Revenue Interest or the Liens thereon secured pursuant to Section 2.04; and (c) upon the exercise by Company or any of its assigns (including Lender) of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that Company or such assigns may require. In addition, Seller shall promptly, at its sole cost and expense, execute and deliver to Company and its assigns (including Lender) such further instruments and documents, and take such further action, as Company or such assigns may, at any time and from time to time, reasonably request in order to carry out the intent and purpose of this Agreement and the other Loan Documents to which it is a party and to establish and protect the rights, interests and remedies created, or intended to be created, in favor of Company and its assigns (including Lender) hereby and thereby.

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(l)Certain Information Regarding Seller, Etc. Seller shall provide information that Company or its assigns (including Lender) requires or may reasonably request from Seller with respect to the Purchased Revenue Interest relating to any period prior to the Effective Date, including information that may be reasonably requested under the Loan Agreement. Seller agrees to maintain all books and records relevant to the calculation of Net Sales of the Revenue Interest Product and the Purchased Revenue Interest.
(m)Quarterly Meetings. Company and Lender shall have the right, from time to time, not more than once per Calendar Quarter, during normal business hours and upon at least five (5) Business Days’ prior written notice to Seller (provided that, after the occurrence and during the continuance of a Seller Event of Default, Company and Lender shall have the right, as often, at such times and with such prior notice, as Lender determines in its reasonable discretion), to visit the offices and properties of Seller where books and records relating or pertaining to the Revenue Interest Product, any Permitted Licenses, and Net Sales of the Revenue Interest Product are kept and maintained (or, at Lender’s option, to conduct a meeting by telecommunications), to discuss, with officers of Seller, the business, operations, properties and financial and other condition of Seller, the Revenue Interest Product, any Permitted Licenses, and Net Sales of the Revenue Interest Product and any topics related thereto, to verify compliance with this Agreement and the calculation of Net Sales of the Revenue Interest Product and the Purchased Revenue Interest, and, upon physical visits, to inspect and make extracts from and copies of the books and records of Company and Seller relating or pertaining to the Revenue Interest Product, any Permitted Licenses, and Net Sales of the Revenue Interest Product.
(n)Quarterly Reports; Payment of Purchased Revenue Interest to Company. Prior to each Quarterly Payment Date, Seller shall (i) deliver to Company the Quarterly Report for the Calendar Quarter most recently ended prior to the applicable Cut-Off, (ii) pay, by wire transfer in immediately available funds in U.S. dollars to the Collection Account, the Purchased Revenue Interest in respect of such Calendar Quarter, which payments shall be made free and clear of and without withholding or deduction for, or on account of, any Taxes, and (iii) pay, by wire transfer in immediately available funds in U.S. dollars to the Borrower Account, the Purchased Additional Revenue Interest in respect of such Calendar Quarter, which payments shall be made free and clear of and without withholding or deduction for, or on account of, any Taxes. Seller shall prepare and maintain and cause its Affiliates and use commercially reasonable efforts to cause Permitted Licensees to prepare and maintain reasonably complete and accurate records of the information to be disclosed in each Quarterly Report. If Seller is unable to obtain any of the foregoing information from any Permitted Licensee (provided that Seller notifies Company promptly (and in any event prior to the applicable Quarterly Payment Date) of such inability to obtain such information), then Seller will not be obligated to provide such information unless and until Seller is in possession and control of such information and any payment in respect of Net Sales for such Permitted Licensee for the applicable Quarterly Period shall be based on Sellers’ good faith estimate of such Net Sales (which estimate shall be made in consultation with the Lender) with any underpayment or overpayment to be credited or debited to the Purchased Revenue Interest for the subsequent Calendar Quarter.
(o)Certain Company Covenants and Organizational Documents. Seller shall cause Company to be managed and operated in a manner consistent with the covenants contained in Article VIII and Article IX of the Loan Agreement and the Organizational Documents of

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Company.
(p)Audit Rights.
(i)Subject to reasonable advance written notice from Company, Seller shall permit an independent public accounting firm chosen by Lender to have access during normal business hours to the books and records of Seller as may be reasonably necessary to audit the calculation of Net Sales of the Revenue Interest Product and the Purchased Revenue Interest (or reasons for the lack of any calculation therefor). In the event that any such audit reveals an underpayment of the Purchased Revenue Interest to Company, then the underpayment amount shall be paid within five (5) Business Days by Seller, plus interest thereon, calculated from the date such amount was due until the date such amount is actually paid, at the rate of [***] over the prime rate of interest as published in The Wall Street Journal, Eastern Edition (or, if such publication is no longer available or relevant, a publication reasonably selected in good faith by Company), in effect on the date such amount was due. In the event that any such audit reveals an overpayment of the Purchased Revenue Interest to Company, then the overpayment amount shall be deducted from the Purchased Revenue Interest on the next Quarterly Payment Date, but solely to the extent such Purchased Revenue Interest is greater than zero.
(ii)In the event any audit of the books and records of Seller relating to the Revenue Interest Product reveals that the amounts paid to the Company hereunder for the period of such audit have been underpaid by more than five percent (5%) of the amounts determined to be due for the period subject to such audit (excluding any underpayment as a result of Seller’s good faith estimate of Net Sales by a Permitted Licensee, solely to the extent permitted under Section 4.01(q), and solely to the extent such underpaid amount is credited to the payments due for the subsequent Calendar Quarter and such credited payment is not yet due), then the reasonable out-of-pocket costs and expenses in respect of such audit shall be borne by Seller, which shall reimburse Lender for any reasonable out-of-pocket costs and expenses incurred by Lender in connection with such audit; and in all other cases, such costs and expenses shall be borne by Lender.
(q)Dispositions; Permitted Licenses.
(i)Except as set forth in clause (ii) below, Seller shall not contribute, license, sell, assign, transfer, convey or otherwise dispose of any portion of its right, title or interest in, to and under, any assets related to the Revenue Interest Product, including the Intellectual Property, whether now owned or hereafter acquired; provided that, without limiting any obligations of the Seller pursuant to the Parent Guarantee, Seller may, on commercially reasonable terms, contribute, license, sell, assign, transfer, convey or otherwise dispose of any portion of its right, title or interest in, to and under, any assets related to the Revenue Interest Product, including the Intellectual Property, whether now owned or hereafter acquired, so as to grant a Third Party the right to promote, market, sell, offer for sale or import the Revenue Interest Product outside the United States and the Territory.

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(ii)​​
(A)Seller may not enter into any Out-License with a Third Party without receiving Company’s prior written consent (any Out-License entered into in compliance with the foregoing, a “Permitted License”, and any counterparty to a Permitted License, a “Permitted Licensee”).
(B)Seller shall as soon as reasonably practicable provide Company with a draft of any Permitted License and, in any event, shall provide Company with the final draft of any Permitted License at least two (2) Business Days prior to its execution.  Seller shall promptly (and in any event within five (5) Business Days) provide Company with (1) copies of each executed Permitted License, (2) copies of each executed amendment, supplement, modification or written waiver of any provision of a Permitted License and (3) copies of all material reports and communications provided by Seller or any of its Affiliates to the counterparty to each Permitted License or provided in by the counterparty to any Permitted License to Seller or any of its Affiliates.
(C)Seller shall provide Company with written notice promptly (and in any event within five (5) Business Days) following the termination of any Permitted License.
(D)Upon Company’s request, Seller shall exercise any rights it may have under any Permitted License to cause an inspection and/or audit by an independent public accounting firm to be made of the books and records of any Permitted Licensee for the purpose of determining the correctness of the calculation of Net Sales and the Purchased Revenue Interest hereunder and shall promptly provide to the Company a true, correct and complete copy of the report(s) of such independent public accounting firm related to such inspection and/or audit.
(r)Compliance with Law. Seller shall comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any Governmental Authority applicable to (i) the Purchased Revenue Interest or any part thereof of (ii) the development, manufacture, and Commercialization of the Revenue Interest Product; provided, however, that Seller may contest any act, regulation, order, decree or direction of any Governmental Authority in any reasonable manner which shall not have a Material Adverse Effect.
Section 4.02Consequences of Seller Event of Default. If a Seller Event of Default has occurred and is continuing, in addition to any other action that Lender may be entitled to take in connection with a Seller Event of Default, the parties acknowledge that damages may be difficult to establish and accordingly Lender, at any time prior to the Termination Date, shall be entitled to take such legal action and exercise such legal or equitable remedies, including seeking injunctive or other equitable relief without being required to prove actual damages or post any bond, as Lender may determine in its sole discretion in order to correct or prevent the continuation of such Seller Event of Default.

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Article V​
TERMINATION; SURVIVAL
Section 5.01Termination. The respective obligations and responsibilities of Seller and Company with respect to the Purchased Revenue Interest created by this Agreement shall terminate upon, but not prior to, the occurrence of the Termination Date. The respective obligations and responsibilities of Seller and Company with respect to the Purchased Additional Revenue Interest created by this Agreement shall terminate upon the earlier to occur of (i) the occurrence of an Event of Default pursuant to the Loan Agreement and (ii) the written termination of this Agreement by Seller and Company.
Section 5.02Effect of Termination. No termination or rejection or failure to assume the executory obligations of this Agreement in the bankruptcy of Seller or Company shall be deemed to impair or affect the obligations pertaining to any executed conveyance or executed obligations, including without limitation breaches of representations and warranties by Seller or Company occurring prior to the date of such termination.
Section 5.03Survival. Notwithstanding Section 5.01 hereof, the obligations of Seller contained in Sections 4.01(f) and 4.01(i), Article VI, Section 7.13, Section 7.14 and this Section 5.03 shall survive the termination of this Agreement and the occurrence of the Termination Date.
Article VI​
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INDEMNIFICATION PAYMENTS
Section 6.01Indemnification.
(a)Seller agrees to indemnify and hold harmless Company, Lender and their respective officers, directors, members, partners, employees and agents (each, an “Indemnified Party”) against any and all liabilities, obligations, losses, damages, penalties, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person whether or not any such Indemnified Party shall be designated as a party or a potential party thereto, and whether or not such Indemnified Party is required by Applicable Law to be involved therein, and any fees or expenses actually incurred by Indemnified Parties in enforcing the indemnity provided herein), whether direct, indirect or consequential, whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations), on common law or equitable cause or on contract or otherwise, which may be incurred or suffered by such Indemnified Party (except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party) awarded against, or incurred or suffered by, such Indemnified Party, whether or not involving a third party claim, demand, action, suit or proceeding, arising out of (i) the failure of any representation, warranty or certification of Seller in the Loan Documents or any certificate given by Seller pursuant to any of the Loan Documents, to be true when made; (ii) a breach of any covenant by Seller set forth in, or failure by Seller to perform its duties under or otherwise comply with, the Loan Documents (whether or not a Seller Event of Default or Servicer Termination Event, as defined in the

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Contribution Agreement), or Seller’s engaging in intentional misconduct, bad faith or negligence in the performance of such duties; or (iii) other than as permitted under Section 4.01(g), the transfer by Seller of any interest in the Purchased Revenue Interest to any Person other than Company, or any attempt by any Person to void the transfer of the Purchased Revenue Interest to Company. It is the intention of the parties hereto that the above indemnities shall not be interpreted to provide indemnification for any damages, losses or costs that have the effect of recourse for non-payment or insufficient payment under the Purchased Revenue Interest and factors affecting the performance of the Purchased Revenue Interest and payments generated thereby that are not specifically represented, warranted or agreed to in the Loan Documents which may include but are not limited to product obsolescence, competition, changes in government healthcare policies or other healthcare provider reimbursement, patent invalidity (other than to the extent that Seller had Knowledge of such patent invalidity as of the date of any related representation or warranty), and withholding taxes related to the Purchased Revenue Interest. This Section 6.01(a) shall not apply to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The provisions of this indemnity shall run directly to, and be enforceable by, an injured party and shall survive the termination of this Agreement. Without limiting the foregoing or Section 7.14 hereof, Company’s rights under this Section 6.01 shall be assignable by Company to Lender pursuant to the terms of the Loan Agreement and the Security Agreement.
(b)If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an Indemnified Party in respect of which indemnity is to be sought pursuant to this Section 6.01, the Indemnified Party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify Seller in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided that the omission to so notify Seller will not relieve Seller from any liability that it may have to any Indemnified Party under this Section unless, and only to the extent that, Seller is actually materially prejudiced by such omission. In case any such action is brought against an Indemnified Party and it notifies Seller of the commencement thereof, Seller will be entitled, at Seller’s sole cost and expense, to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to Seller), and, after notice from Seller to such Indemnified Party of its election so to assume the defense thereof, Seller will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) Seller and the Indemnified Party shall have mutually agreed to the retention of such counsel, (b) Seller has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both Seller and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them. It is agreed that Seller shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such Indemnified Parties. Seller shall not be liable for any settlement of any proceeding

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effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, Seller agrees to indemnify the Indemnified Party from and against any Indemnified Liabilities by reason of such settlement or judgment. Seller shall not, without the prior written consent of the Indemnified Party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such Indemnified Party from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party and (iii) does not impose any continuing material obligation or restrictions on any Indemnified Party. Notwithstanding anything to the contrary herein, Indemnified Liabilities shall not include any consequential, punitive, special or incidental damages.
Article VII​
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MISCELLANEOUS PROVISIONS
Section 7.01Amendment. This Agreement may be amended, supplemented or otherwise modified from time to time only by the written agreement of Seller, Company and, prior to the Termination Date, Lender.
Section 7.02Governing Law; Waiver of Trial by Jury; Jurisdiction.
(a)THIS AGREEMENT AND ANY AMENDMENTS HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 BUT OTHERWISE WITHOUT GIVING EFFECT TO LAWS CONCERNING CONFLICT OF LAWS OR CHOICE OF FORUM THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
(b)EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED UNDER ANY LOAN DOCUMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY LOAN DOCUMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.02(b).

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(c)Each of Company and Seller irrevocably submits to the jurisdiction of the courts of the State of New York and of the United States sitting in the State of New York, and of the courts of its own corporate domicile with respect to any and all Proceedings. Each of Company and Seller irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Proceeding and any claim that any Proceeding has been brought in an inconvenient forum. Any process or summons for purposes of any Proceeding may be served on Company or Seller by mailing a copy thereof by registered mail, or a form of mail substantially equivalent thereto, addressed to it at its address as provided for Notices hereunder.
Section 7.03Notices. All demands, notices, and communications under this Agreement shall be in writing personally delivered, or sent by facsimile (with subsequent telephone confirmation of receipt thereof) or sent by internationally recognized overnight courier service, at the following address:

Seller:

Xxxxxxx, Inc.
000 Xxxxxxxxxxxx Xxxx

Xxxxx 000

Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxx; Xxxx Xxxxxxx
Email: xxxxx@xxxxxxx.xxx; xxxxxxxx@xxxxxxx.xxx

With a copy (which shall not constitute notice) to:

Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP

Two Xxxxx Square,

Eighteenth and​ Arch Streets,

Philadelphia, PA 19103​​
Attention: Xxxxx Xxxx; Xxxxxxx Xxxxxxxxxxx; Xxxxxxx Xxxxxx
Email: Xxxxx.Xxxx@xxxxxxxx.xxx; Xxxxxxx.Xxxxxxxxxxx@xxxxxxxx.xxx; Xxxxxxx.Xxxxxx@Xxxxxxxx.xxx

​

Company:

Trevena SPV2 LLC
000 Xxxxxxxxxxxx Xxxx

Xxxxx 000

Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxx; Xxxx Xxxxxxx
Email: xxxxx@xxxxxxx.xxx; xxxxxxxx@xxxxxxx.xxx

With a copy (which shall not constitute notice) to:

Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP

Two Xxxxx Square,

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Eighteenth and​ Arch Streets,

Philadelphia, PA 19103​​
Attention: Xxxxx Xxxx; Xxxxxxx Xxxxxxxxxxx; Xxxxxxx Xxxxxx
Email: Xxxxx.Xxxx@xxxxxxxx.xxx; Xxxxxxx.Xxxxxxxxxxx@xxxxxxxx.xxx; Xxxxxxx.Xxxxxx@Xxxxxxxx.xxx

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Lender:

R-Bridge Investment Four Pte. Ltd.

[***]Attention: Peng Fu; Oak Ma

Email: [***]

​

With a copy (which shall not constitute notice) to:

Xxxxxxx Procter LLP
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx XxXxxxxx; Xxxxx Xxx; Xxxxxxxxxxx X. Xxxxxxxxxxx
E-mail: xxxxxxxxx@xxxxxxxxxx.xxx; xxxx@xxxxxxxxxx.xxx; XXxxxxxxxxxx@xxxxxxxxxx.xxx

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or at other such address as shall be designated by such party in a written notice to the other parties. Notice shall be effective and deemed received (a) two (2) days after being delivered to the courier service, if sent by courier, (b) upon receipt of confirmation of transmission, if sent by telecopy, or (c) when delivered, if delivered by hand.

Wherever notice or a report is required to be given or delivered to Company, a copy of such notice or report shall also be given or delivered concurrently to Lender.

Section 7.04Severability of Provisions. If any one or more of the covenants, agreements, provisions, or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.
Section 7.05Assignment. Notwithstanding anything to the contrary contained in this Agreement, (a) except in connection with a Change of Control, this Agreement may not be assigned by Seller without the prior written consent of Company and, prior to the Termination Date, Lender (provided that, following Licensed Product FCS, Seller may assign this Agreement without the prior written consent of Lender to any third party that acquires all or substantially all of Seller’s business, whether by merger, sale of assets or otherwise, as long as such assignee agrees in a writing satisfactory to Lender in its sole discretion to be bound by all the provisions of this Agreement as if such assignee were the “Seller” under this Agreement and such assignee is liable for the Seller’s obligations hereunder), and (b) this Agreement may not be assigned by Company without the prior written consent of (i) prior to the Termination Date so long as no Seller Event of Default has occurred and is continuing, Seller, and (ii) prior to the Termination

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Date, Lender (provided that, deemed assignments resulting from a change in the beneficial ownership of Seller shall not require consent of Lender).

Section 7.06Further Assurances. Each of Seller and Company agrees to do such further acts and things and to execute and deliver such additional assignments, agreements, powers and instruments as are reasonably required to carry into effect the purposes of this Agreement.
Section 7.07Waiver; Cumulative Remedies; Waiver of Immunities. No failure to exercise and no delay in exercising, on the part of Company or Seller, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise hereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privilege provided by law. To the extent that Seller has or hereafter may be entitled to claim or may acquire, for itself or any of its assets, any immunity from suit, jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, or otherwise) with respect to itself or any of its property, Seller hereby irrevocably waives such immunity in respect of its obligations hereunder to the fullest extent permitted by law.
Section 7.08Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which shall constitute one and the same instrument.
Section 7.09Binding. This Agreement will inure to the benefit of and be binding upon the parties hereto, subject to Section 7.14.
Section 7.10Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.
Section 7.11Schedules and Exhibits. The schedules and exhibits (if any) attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes.
Section 7.12Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.
Section 7.13Non-Petition. Each of the parties hereto covenants and agrees that, prior to the date that is one year and one day after the Loan Agreement Termination Date, no party hereto shall institute against, or join any other Person in instituting against, either of Company or Seller any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under any federal, state or foreign bankruptcy or similar law.
Section 7.14Intended Third Party Beneficiaries. Lender is a third party beneficiary of this Agreement and, as such, prior to the Termination Date shall have full power and authority to

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enforce the provisions of this Agreement against the parties hereto. In addition, the parties hereto acknowledge that Lender is entitled under the Loan Documents to make claims directly to Seller for indemnities in favor of Company, without prejudice to its rights as an Indemnified Party hereunder, and that nothing herein limits the rights of Lender under the Security Agreement, the Parent Guarantee or Stock Pledge Agreement, which rights may, in each case, be exercised in Lender’s sole discretion from time to time whether or not it has exercised or is then exercising its rights as a third party beneficiary or its rights and remedies under Applicable Law.

Section 7.15Counterparts; Delivery. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in portable document format (PDF) shall be effective as delivery of a manually executed original counterpart of this Agreement. The words “execute”, “execution”, “signed”, “signature” and words of like import in this Agreement or in any related document to be signed in connection with this Agreement shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act.

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IN WITNESS WHEREOF, Seller and Company have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

XXXXXXX, INC.,
as Seller

By:/s/ Xxxxx Xxxx​ ​​ ​​ ​​ ​​ ​
Name: Xxxxx Xxxx
Title: Senior Vice President and Chief

Financial Officer

​

Xxxxxxx SPV2 LLC,
as Company

By:/s/ Xxxxx Xxxx​ ​​ ​​ ​​ ​​ ​
Name: Xxxxx Xxxx
Title: Treasurer

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Schedule 1.01(a)

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Chemical Structure

Graphic

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Filed: May 11th, 2022
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