Common use of Financing Proceeds Clause in Contracts

Financing Proceeds. Out of all proceeds received by any PDGE Debtor Party as a result of the completion of any equity financing (a "Financing"), except a "Lender Equity Financing" as defined below, net of all selling expenses incident thereto, consisting of all brokerage and underwriting commissions, discounts, placement agent fees, and other related compensation, attorneys' and accountants' fees, printing costs, filing fees and other necessary expenses ("Net Financing Proceeds") a minimum of thirty percent (30%), or one hundred percent (100%) should any Event of Default have occurred and be continuing beyond any applicable cure period, shall be used solely for the purpose of repaying the amounts owing under the Loans, whether or not then due, as Lender may determine, and Lender is hereby granted a security interest in all such Net Financing Proceeds to the extent Lender is entitled to same hereunder. However, to the extent Net Financing Proceeds are derived from the issuance of shares of PDGE common stock at any time upon the exercise by Lender of any Warrants, in whole or in part, one hundred percent (100%) of such Net Financing Proceeds shall be applied to repayment of the Loans and Lender may credit the proceeds otherwise due Lender on such issuance directly to the amounts owing to Lender under the Loans. Lender shall have the right to require as a condition of any investment, securities purchase, underwriting, placement agent, or similar agreement related to any Financing that the Net Financing Proceeds be paid directly to Lender or as Lender may otherwise direct. The PDGE Debtor Parties agree to execute and deliver, and hereby irrevocably authorize Lender, on their behalf and as their attorney-in-fact, to execute and deliver, any and all agreements and instruments, and to take any and all actions, as Lender may request or deem necessary in order to provide for the direct payment of all Net Financing Proceeds to Lender, or to perfect Lender's security interest in such Net Financing Proceeds as granted herein. The PDGE Debtor Parties shall provide Lender with at least fifteen (15) Business Days notice prior to the closing of any Financing.

Financing Proceeds. Out If the Second Tranche Term Loan is made hereunder, the covenants in this subsection (b) shall apply. Borrower Representative shall deliver evidence satisfactory to Administrative Agent that Loan Parties have received Qualified Financing Proceeds of all proceeds received by any PDGE Debtor Party as a result of at least (i) [*] during the completion period commencing on the Closing Date to and including [*]; (ii) [*] (inclusive of any equity financing amounts counted for purposes of compliance with clause (a "Financing")i) above) during the period commencing on the Closing Date to and including [*], except a "Lender Equity Financing" as defined below, of which at least [*] shall constitute net of all selling expenses incident thereto, consisting of all brokerage and underwriting commissions, discounts, placement agent fees, and other related compensation, attorneys' and accountants' fees, printing costs, filing fees and other necessary expenses ("Net Financing Proceeds") a minimum of thirty percent (30%), or one hundred percent (100%) should any Event of Default have occurred and be continuing beyond any applicable cure period, shall be used solely for the purpose of repaying the amounts owing under the Loans, whether or not then due, as Lender may determine, and Lender is hereby granted a security interest in all such Net Financing Proceeds to the extent Lender is entitled to same hereunder. However, to the extent Net Financing Proceeds are derived cash proceeds from the issuance of shares Equity Interests by Parent to investors in an equity financing, provided that the foregoing minimum equity proceeds requirement may be waived by Administrative Agent in writing in its sole and absolute discretion, provided further, that for purposes of PDGE common stock at determining compliance with this clause (ii), the amount of Qualified Financing Proceeds received shall be deemed reduced by an amount equal to (i) the aggregate amount of all Royalty and Milestone Payments (including without limitation those due to the Cystic Fibrosis Foundation) which are paid, coming due or scheduled or otherwise reasonably expected to come due by Loan Parties, less projected positive cash flow received Borrowers or their Subsidiaries, on a consolidated basis, received by a Borrower or such Subsidiary pursuant to any time upon the exercise by Lender of any Warrantsresearch and development, licensing, collaboration and/or development agreements giving rise to such Royalty and Milestone Payments, in whole or in parteach case, one hundred percent (100%) prior to achievement of the Lenabasum Approval Milestone, which amount shall be determined based on projections which shall subject to Administrative Agent’s reasonable review and approval with respect to this clause of Section 6.10(b), provided further that the foregoing shall not require deducting Royalty and Milestone Payments set forth on Schedule 5 unless the terms of related agreements giving rise to such payments are modified so as to accelerate the due date of such Net Financing Proceeds shall be applied to repayment of the Loans and Lender may credit the proceeds otherwise due Lender on such issuance directly to the amounts owing to Lender under the Loans. Lender shall have the right to require as a condition of any investment, securities purchase, underwriting, placement agent, or similar agreement related to any Financing that the Net Financing Proceeds be paid directly to Lender or as Lender may otherwise direct. The PDGE Debtor Parties agree to execute and deliver, and hereby irrevocably authorize Lender, on their behalf and as their attorney-in-fact, to execute and deliver, any and all agreements and instruments, and to take any and all actions, as Lender may request or deem necessary in order to provide for the direct payment of all Net Financing Proceeds to Lender, or to perfect Lender's security interest in such Net Financing Proceeds as granted herein. The PDGE Debtor Parties shall provide Lender with at least fifteen (15) Business Days notice prior to the closing of any Financingpayments.