Common use of Misdirected Payments Clause in Contracts

Misdirected Payments. (a) Notwithstanding the terms of the GSK Instruction, commencing upon the Closing and at all times thereafter during the term of this Agreement, if any portion of the Purchased Royalty Interest is paid to the Seller, then (i) the Seller shall hold such amount in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptly, and in any event no later than five (5) Business Days following the receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Seller. (b) Notwithstanding the terms of the GSK Instruction, commencing upon the Closing and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days following the receipt by the Purchaser of such amount, shall remit such amount in full to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. (c) If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is reduced (other than as a result of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount that would have been received by the Purchaser had such overestimate not occurred (the amount of such reduction in the Purchased Royalty Interest, the “Shortfall Amount”), then the Seller shall promptly pay the Purchaser the Shortfall Amount. If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is increased by GSK due to an underestimate by GSK

Misdirected Payments. (a) Notwithstanding In the terms event that the Servicer notifies the Trustee in writing that the Trustee or any Lock-Box Account, the Collection Account, the Excess Funding Account or any other account maintained for the benefit of Certificateholders has received amounts in respect of payments made by any Person on an account receivable or other obligation which has not been transferred to the GSK InstructionTrust, commencing upon the Closing Trustee shall, as soon as practicable and at as instructed in the most recently delivered Daily Report or Settlement Statement, forward such amounts, in the manner specified in writing by Stone Container, to Stone Container or such other Person as Stone Container designates and, pending the forwarding of such amounts, hold such amounts in trust for Stone Container or such other Person designated by Stone Container. The Trustee will, if requested in writing by Stone Container, acknowledge and confirm the foregoing to any Person designated by Stone Container. In the absence of such instructions, all times thereafter such payments shall be deemed to relate to, and be received with respect to, Receivables. Upon each outstanding Series having entered into its respective Amortization Period, Receivables shall no longer be transferred by Stone Container to the Transferor or the Transferor to the Trustee, and any Collections received on any Receivables originated during the term continuance of this Agreementsuch Event of Termination, if any portion of the Purchased Royalty Interest is paid to the Seller, then (i) shall not belong to the Seller Trustee or any Investor Certificateholder or the Transferor, (ii) if received by the Trustee or any account which it controls shall hold such amount be held in trust for the benefit of the Purchaser in a segregated accountoriginator or other party entitled thereto, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptly, and in any event no later than five (5) Business Days following the receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Seller. (b) Notwithstanding the terms of the GSK Instruction, commencing upon the Closing and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement is be paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title originator or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days following the receipt by the Purchaser of such amount, shall remit such amount in full to the Seller Accountother party entitled thereto as soon as is practicable. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. (c) If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is reduced (other than as a result of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount that would have been received by the Purchaser had such overestimate not occurred (the amount of such reduction in the Purchased Royalty Interest, the “Shortfall Amount”), then the Seller shall promptly pay the Purchaser the Shortfall AmountTHE REMAINDER OF ARTICLE IV SHALL BE SPECIFIED IN THE SUPPLEMENT WITH RESPECT TO EACH SERIES. If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is increased by GSK due to an underestimate by GSKSUCH REMAINDER SHALL BE APPLICABLE ONLY TO THE SERIES RELATING TO THE SUPPLEMENT IN WHICH SUCH REMAINDER APPEARS. [END OF ARTICLE IV]

Misdirected Payments. (a) Notwithstanding In the terms event that any Borrower receives a Misdirected Payment in the form of the GSK Instructiona check, commencing upon the Closing and at all times thereafter during the term of this Agreement, if any portion of the Purchased Royalty Interest is paid such Borrower shall immediately send such check to the Sellerappropriate Lockbox. In the event that any Borrower receives a Misdirected Payment in the form of cash or wire transfer, then (i) such Borrower shall immediately wire transfer the Seller amount of such Misdirected Payment directly into the appropriate Lockbox Account. All Misdirected Payments shall hold such amount in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptlybe sent promptly upon receipt thereof, and in any no event no later than five (5) the close of business, on the third Business Days following the Day after receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Sellerthereof. (b) Notwithstanding If a Misdirected Payment in the terms form of the GSK Instruction, commencing upon the Closing and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement a check is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days following the receipt by the Purchaser of such amount, shall remit such amount in full to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the PurchaserAgent more than six days after the postmark date on the envelope enclosing a check from the Customer (or, if no such envelope is sent to the Lockbox by a Borrower, more than six days after the date of such check or wire transfer with respect thereto), then the Borrowers shall pay interest on such Misdirected Payment to the Agent for the account of the Revolving Lender from such sixth subsequent day to and including the date such check is received in the Lockbox Account, at a rate equal to the interest rate then in effect under the Loan Agreement. (c) If The Borrowers hereby agree and consent to the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is reduced (other than Agent taking such actions as a result are reasonably necessary to ensure that future payments from the Customer of a Permitted ReductionMisdirected Payment shall be made in accordance with the Notice previously delivered to such Customer, including, without limitation, to the maximum extent permitted by law, (i) the Agent, its assigns or designees, or any member of the Agent Group executing on the Agent’s behalf and delivering to such Customer a new Notice, and (ii) the Agent, its assigns or designees, or any member of the Agent Group contacting such Customer by GSK due telephone to an overestimate by GSK of Net Sales for confirm the instructions previously set forth in the Notice to such Customer. Upon the Agent’s request, each Borrower shall promptly (and in any period prior to July 1event, 2022 to less than within two Business Days from such request) take such similar actions as the amount that would have been received Lender may request. (d) The Borrowers shall take such actions as are reasonably necessary or as are reasonably requested by the Purchaser had Agent to ensure that future payments from any Customer of a Misdirected Payment shall be made in accordance with any Notice previously delivered to such overestimate not occurred (the amount of such reduction Customer or, in the Purchased Royalty Interestcase of any Person which is a Customer and has not previously been sent a Notice, to a designated Lockbox, in the “Shortfall Amount”)case of checks, or a designated Lockbox Account, in the case of wire transfers, including, without limitation, (i) delivering to such Customer a new Notice in form and substance satisfactory to the Agent, and (ii) contacting such Customer by telephone to (x) convey new directions for payment, or (y) confirm the instructions previously set forth in any Notice to such Customer. During the continuance of an Event of Default, or if any Borrower does not promptly (and in any event, within two Business Days from the Agent’s request) take such actions or such similar actions as the Agent may request, then the Seller shall promptly pay Agent, its assigns or designees, or any member of the Purchaser Agent Group, may, to the Shortfall Amount. If maximum extent permitted by law, execute and deliver such Notices, contact such Customers to convey such instructions or directions, or take such similar actions as the Purchased Royalty Interest paid for Agent, its assigns or designees or any period commencing on July 1member of the Agent Group may, 2022 or later is increased by GSK due to an underestimate by GSKin its discretion, deem appropriate.

Misdirected Payments. Purchaser and Seller covenant and agree that Seller and Purchaser shall remit, with reasonable promptness, to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (aor are otherwise payable to) Seller or Purchaser, as applicable. Notwithstanding the terms foregoing, Seller agrees to remit to Purchaser, within thirty (30) days of receipt by Seller, any payments received by Seller for services rendered by Purchaser after the GSK InstructionEffective Time. Purchaser also agrees to remit to Seller, commencing upon the Closing and at all times thereafter during the term within thirty (30) days of this Agreementreceipt by Purchaser, if any portion of the Purchased Royalty Interest is paid payments received by Purchaser for services rendered by Seller prior to the SellerEffective Time. In addition, then and without limitation, in the event of a determination by any governmental or third-party payor that payments to Seller for the Business resulted in an overpayment or other determination that funds previously paid by any program or plan related to the Business must be repaid, Seller shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time, and Purchaser shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered after the Effective Time. In the event that, following the Effective Time, Purchaser suffers any offsets against reimbursement under any third-party payor or reimbursement programs owed to Purchaser, relating to amounts owing under any such programs by Seller for services rendered prior to the Effective Time, Seller shall within thirty (30) days of receipt of a written demand from Purchaser pay to Purchaser the amounts so billed or offset. To the extent permitted by law, from the Effective Time to such date as: (i) the Seller shall hold such amount CMS issues a tie-in trust for the benefit of the notice to Purchaser in a segregated account, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptly, and in any event no later than five (5) Business Days following the receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), with respect to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Seller. (b) Notwithstanding the terms of the GSK Instruction, commencing upon the Closing and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days following the receipt by the Purchaser of such amount, shall remit such amount in full to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. (c) If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is reduced (other than as a result of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount that would have been received by the Purchaser had such overestimate not occurred (the amount of such reduction in the Purchased Royalty Interest, the “Shortfall AmountTie-In Notice”), then the Seller shall promptly pay the hereby grants Purchaser the Shortfall Amountright to submit claims, reports, documents and other information to CMS or its contractors using Seller’s Medicare Number, Seller’s Medicaid Number, Seller’s NPI Number, and other information as necessary to receive payment for such services, for services provided to patients through the Business during such period. If Subject to the Purchased Royalty Interest paid terms set forth in Section 5, Seller acknowledges and agrees that all ~#4849-2426-8572 - 37436/09006~ 9 such receivables arising from services rendered after the Effective Time are the sole property of Purchaser. In the event that, following the Effective Time, Seller suffers any offsets against reimbursement under any third-party payor or reimbursement programs owed to Seller, relating to amounts owing under any such programs by Purchaser or any of its affiliates for any period commencing on July 1services rendered after the Effective Time, 2022 Purchaser shall within thirty (30) days of receipt of a written demand from Seller pay to Seller the amounts so billed or later is increased by GSK due to an underestimate by GSKoffset. The terms of this Section 16 shall survive Closing.

Misdirected Payments. (a) Notwithstanding the terms of the GSK InstructionIf, commencing upon on or after the Closing and at all times thereafter during the term of this Agreement, if any portion of the Purchased Royalty Interest is paid to the Seller, then (i) the Seller shall hold such amount in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptly, and in any event no later than five (5) Business Days following the receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Seller. (b) Notwithstanding the terms of the GSK Instruction, commencing upon the Closing and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days following the receipt by the Purchaser of such amount, shall remit such amount in full to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. (c) If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is reduced (other than as a result of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount that would have been received by the Purchaser had such overestimate not occurred (the amount of such reduction in the Purchased Royalty InterestDate, the “Shortfall Amount”)Subject Companies shall receive any refund, remittance or other payment from any Person in respect of the, Excluded Business or an Excluded Asset, then the Seller Subject Companies shall endorse such remittance to the order of Navistar and forward it to Navistar promptly pay following receipt thereof. If, on or after the Purchaser Closing Date, the Shortfall AmountNavistar Group shall receive any refund, remittance or other payment from any Person in respect of the Defense Business which has become due and payable after the Closing Date, then the Navistar Group shall endorse such remittance to the order of the Company and forward it to the Company promptly following receipt thereof. If If, on or after the Purchased Royalty Interest paid Closing Date, the Parties reasonably determine that an Excluded Asset or Excluded Liability was not transferred to the Navistar Group, then such Subject Company shall transfer such Excluded Asset or Excluded Liability to Navistar (or such member of the Navistar Group as Navistar indicates in writing), and Navistar (or such member of the Navistar Group) shall accept such Excluded Asset or Excluded Liability (at no cost, and at no Liability to the Subject Companies or Investor) promptly following notice thereof. The Parties shall cooperate with each other in connection with the foregoing and to facilitate the transition of collections as promptly as practicable. The Parties acknowledge and agree there is no right of offset regarding such payments and a Party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any period commencing on July 1, 2022 or later is increased by GSK due other issue under any agreement to an underestimate by GSKwhich they are a party.

Misdirected Payments. (a) Notwithstanding In the terms event that a Provider receives a Misdirected Payment in the form of a check, such Provider shall immediately send such Misdirected Payment, in the GSK Instructionform received by the Provider, commencing upon the Closing and at all times thereafter during the term of this Agreement, if any portion of the Purchased Royalty Interest is paid by overnight delivery service to the Sellerappropriate Purchaser Lockbox or Provider Lockbox, then (i) as the Seller case may be, together with the envelope in which such payment was received. In the event a Provider receives a Misdirected Payment in the form of cash or wire transfer, such Provider shall hold immediately wire transfer the amount of such amount in trust for the benefit of Misdirected Payment directly to the Purchaser in a segregated account, (ii) the Seller Lockbox Account. All Misdirected Payments shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptlybe sent promptly upon receipt thereof, and in any no event no later than five (5) the close of business, on the first Business Days following the Day after receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Sellerthereof. (b) Notwithstanding If a Misdirected Payment in the terms form of the GSK Instruction, commencing upon the Closing and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement a check is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days following the receipt received by the Purchaser more than seven Business Days after the postmark date on the envelope enclosing a check from the Obligor (or, if no such envelope is sent to the Purchaser Lockbox by a Provider, more than seven Business Days after the date of such amountcheck or wire transfer with respect thereto), then the Providers shall remit pay interest on such amount in full Misdirected Payment to the Seller Account. The Purchaser shall notify from such seventh subsequent day to and including the Seller of date such wire transfer and provide reasonable details regarding check is received in the erroneous payment so received by Purchaser Lockbox, at a rate equal to the PurchaserLIBO Rate then in effect under the Loan Agreement (or the maximum rate legally permitted if less than such rate). (c) If Each Provider hereby agrees and consents to the Purchased Royalty Interest paid for any period commencing on July 1Purchaser taking such actions, 2022 or later is reduced (other than solely during the continuation of an Event of Termination, as a result are reasonably necessary to ensure that future payments from the Obligor of a Permitted ReductionMisdirected Payment shall be made in accordance with the Notice previously delivered to such Obligor, including, without limitation, to the maximum extent permitted by law, (i) the Purchaser, its assigns or designees, or any member of the HFG Group executing on a Provider's behalf and delivering to such Obligor a new Notice, and (ii) the Purchaser, its assigns or designees, or any member of the HFG Group contacting such Obligor by GSK due telephone to an overestimate by GSK of Net Sales for confirm the instructions previously set forth in the Notice to such Obligor. At any period prior to July 1time, 2022 to less than upon the amount that would have been received by Purchaser's request, a Provider shall promptly (and in any event, within two Business Days from such request) take such similar actions as the Purchaser had such overestimate not occurred (the amount of such reduction in the Purchased Royalty Interest, the “Shortfall Amount”), then the Seller shall promptly pay the Purchaser the Shortfall Amount. If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is increased by GSK due to an underestimate by GSKmay request.

Misdirected Payments. (a) Notwithstanding In the terms event that any Provider receives a Misdirected Payment in the form of a check, such Provider shall within one Business Day send such Misdirected Payment, in the GSK Instructionform received by such Provider, commencing by hand or overnight delivery service to a Lockbox together with the envelope in which such payment was received. In the event that any Provider receives a Misdirected Payment in the form of cash or wire transfer, such Provider shall within one Business Day wire transfer the amount of such Misdirected Payment directly to a Lockbox Account. All Misdirected Payments shall be sent promptly upon the Closing and at all times thereafter during the term of this Agreement, if any portion of the Purchased Royalty Interest is paid to the Seller, then (i) the Seller shall hold such amount in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptlyreceipt thereof, and in any no event no later than five (5) the close of business, on the first Business Days following the Day after receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Sellerthereof. (b) Notwithstanding If a Misdirected Payment in the terms form of the GSK Instruction, commencing upon the Closing and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement a check is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days following the receipt received by the Purchaser more than ten days after the postmark date on the envelope enclosing a check from the Obligor (or, if no such envelope is sent to a Lockbox by a Provider, more than ten days after the date of such amountcheck or wire transfer with respect thereto), then the Providers shall remit pay interest on such amount in full Misdirected Payment to the Seller Purchaser from such tenth subsequent day to and including the date such check is received in a Lockbox Account. The Purchaser shall notify , at a rate equal to the Seller of interest rate then in effect under the Loan Agreement; provided that if such wire transfer and provide reasonable details regarding the erroneous payment so Misdirected Payment is received by the Purchaserprior to such tenth subsequent day then no interest will be owed. (c) If Each Provider hereby agrees and consents to the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is reduced (other than Purchaser taking such actions as a result are reasonably necessary to ensure that future payments from the Obligor of a Permitted ReductionMisdirected Payment shall be made in accordance with the Notice previously delivered to such Obligor, including, without limitation, to the maximum extent permitted by law, (i) the Purchaser, its assigns or designees, or any member of the HFG Group executing on such Provider's behalf and delivering to such Obligor a copy of such Notice, and (ii) the Purchaser, its assigns or designees, or any member of the HFG Group contacting such Obligor by GSK due telephone to an overestimate by GSK of Net Sales for confirm the instructions previously set forth in the Notice to such Obligor. Upon the Purchaser's request, such Provider shall promptly (and in any period prior to July 1event, 2022 to less than the amount that would have been received by within two Business Days from such request) take such similar actions as the Purchaser had such overestimate not occurred (the amount of such reduction in the Purchased Royalty Interest, the “Shortfall Amount”), then the Seller shall promptly pay the Purchaser the Shortfall Amount. If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is increased by GSK due to an underestimate by GSKmay request.

Misdirected Payments. (a) Notwithstanding the terms of the GSK InstructionLicensee Instruction and the Paying Agent Agreement, commencing upon on the Closing Date and at all times thereafter during the term of this Agreementthereafter, if any portion of the Purchased Royalty Interest Assets is paid to the Seller, then (i) the Seller shall hold such amount in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptly, and in any event no later than five (5) Business Days [***] following the receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest Assets payment so received by the Seller. (b) Notwithstanding the terms of the GSK InstructionLicensee Instruction and the Paying Agent Agreement, commencing upon on the Closing Date and at all times thereafter, if any amount due under the Settlement Medco License Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement Assets is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days [***] following the receipt by the Purchaser of such amount, shall remit such amount in full to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. (c) If the Licensee exercises any Set-Off against any payment of the Purchased Royalty Interest paid for Assets, then Seller shall promptly (and in any period commencing on July 1event no later than [***]) following payment of the Purchased Assets reduced by such Set-Off, 2022 or later is reduced (other than as make a result true-up payment to the Purchaser such that the Purchaser receives the full amount of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount such Purchased Asset payment that would have been received by payable to the Purchaser had such overestimate Set-Off not occurred (been exercised. After the amount of such reduction Seller makes the payment referred to in the Purchased Royalty Interest, the “Shortfall Amount”first sentence of this Section 5.6(c), then the Seller shall promptly pay be entitled to, and the Purchaser shall not be entitled to, any amounts recovered from the Shortfall Amount. If Licensee in respect of such Set-Off. (d) All remittances pursuant to this Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the Purchased Royalty Interest paid for relevant payee may designate in writing (such designation to be made at least [***] prior to any period commencing such payment). (e) A late fee of [***] shall accrue on July 1, 2022 all unpaid amounts on an annualized basis with respect to any sum payable under Section 5.6(a) or later is increased by GSK due to an underestimate by GSKSection 5.6(b) beginning [***] after receipt of such payment received in error.

Misdirected Payments. (a) Notwithstanding the terms of the GSK InstructionInstruction Letter and the Escrow Agreement, commencing upon on the Closing Date and at all times thereafter during the term of this Agreementthereafter, if any portion of the Purchased Royalty Interest Assets is paid to the SellerSeller or any Non-Seller Royalty Party, then (i) the Seller shall, or shall use commercially reasonable efforts to cause such Non-Seller Royalty Party, as applicable, to hold such amount in trust for the benefit of the Purchaser in a segregated account, (ii) the neither Seller nor such Non-Seller Royalty Party shall have no any right, title title, or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon thereon, and (iii) the Seller promptlyshall, or shall use commercially reasonable efforts to cause such Non-Seller Royalty Party, as applicable, to promptly (and in any event no later than five (5) Business Days Days) following the receipt by the Seller or such Non-Seller Royalty Party, as applicable, of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall, or shall use commercially reasonable effects to cause such Non-Seller Royalty Party to, notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest Assets payment so received by the SellerSeller or such Non-Seller Royalty Party. (b) Notwithstanding the terms of the GSK InstructionInstruction Letter and the Escrow Agreement, commencing upon on the Closing Date and at all times thereafter, if any amount due under the Settlement License Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement Assets is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller or any applicable Non-Seller Royalty Party in a segregated account, (ii) the Purchaser shall have no right, title title, or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon thereon, and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days following the receipt by the Purchaser of such amount, shall promptly remit such amount in full to the Seller AccountAccount or account of such Non-Seller Royalty Party pursuant to wire instructions provided to Purchaser by such Non-Seller Royalty Party, as applicable. The Purchaser shall notify the Seller or any applicable Non-Seller Royalty Party, as applicable, of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. (c) If UT exercises any Non-Permitted Set-Off against any payment of the Purchased Royalty Interest paid for Assets, then Seller shall promptly (and in any period commencing on July 1event no later than thirty (30) calendar days following the payment of the Purchased Assets affected by such Non-Permitted Set-Off), 2022 or later is reduced (other than as make a result true-up payment to Purchaser such that Purchaser receives the full amount of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount such Purchased Assets payment that would have been received by the paid to Purchaser had such overestimate Non-Permitted Set-Off not occurred (occurred. Notwithstanding anything to the amount contrary herein, to the extent Seller shall have made a true-up payment to Purchaser pursuant to this Section 5.4(c) in respect of any Non-Permitted Set-Off, any subsequent payment received from UT in respect, and to the extent, of such reduction Non-Permitted Set-Off shall not be included in the Purchased Assets, such that the subsequent payment is included in the Excluded Assets. For all purposes hereunder, any true-up payment made pursuant to this Section 5.4(c) will be treated as paid with respect to the Purchased Assets for U.S. federal income tax purposes to the fullest extent permitted by applicable Law. For the avoidance of doubt, withholding taxes (including any withholding taxes deducted by UT from payments under Section 6.3 of the License Agreement pursuant to Section 7.4(b) of the License Agreement) shall not be treated as a Non-Permitted Set-Off and shall be governed by the provisions of Section 5.11 of this Agreement. (d) All remittances pursuant to this Section 5.4 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the relevant payee has designated under this Agreement or, for Non-Seller Royalty InterestParties other than Purchaser, as they may otherwise designate in writing (such designation to be made at least three (3) Business Days prior to any such payment). (e) A late fee at a rate per annum equal to the U.S. Prime Rate (as set forth in the Wall Street Journal, Eastern Edition, or similar reputable data source) as of the Payment Date (as defined below), shall accrue daily, calculated on the basis of a 365-day year, on all unpaid amounts with respect to (i) any sum payable under Section 5.4(a), Section 5.4(b), beginning ten (10) Business Days after a Party has actual knowledge of its receipt of such payment in error, or (ii) any sum payable to Seller under Section 2.1(b), Section 5.6(b), Section 5.6(c), Section 5.6(d), Section 5.8(b) or Section 5.8(c), beginning two (2) Business Days following the date such payment was due hereunder (each date in clause (i) and (ii), a “Shortfall AmountPayment Date”). Notwithstanding the foregoing, then the Seller shall promptly pay the Purchaser the Shortfall Amount. If the Purchased Royalty Interest paid not be responsible for any period commencing on July 1, 2022 or later is increased by GSK due late fee under this Section 5.4(e) arising from the failure of a Non-Seller Royalty Party to an underestimate by GSKtimely pay any sum payable under Section 5.4(a).

Misdirected Payments. (a) Notwithstanding In the terms event that the Parent or any Provider receives a Misdirected Payment in the form of a check, the GSK InstructionParent or such Provider shall immediately send such Misdirected Payment, commencing upon in the Closing and at all times thereafter during form received by the term Parent or such Provider, by hand or overnight delivery service to a Lockbox for deposit into the corresponding Lockbox Account. In the event the Parent or any Provider receives a Misdirected Payment in the form of this Agreementcash or wire transfer, if any portion the Parent or such Provider shall immediately wire transfer the amount of the Purchased Royalty Interest is paid such Misdirected Payment directly to the SellerLockbox Account. All Misdirected Payments shall be sent promptly upon receipt thereof, and in no event later than the close of business, on the first Business Day after receipt thereof. (1) If a Misdirected Payment in the form of a check is received by the Parent or any Provider more than six days after the date of such check with respect thereto, then the relevant Provider shall pay interest on such Misdirected Payment to the Purchaser from such sixth subsequent day to and including the date such check is received in the Lockbox Account, at a rate equal to LIBOR then in effect under the Loan Agreement. (2) Each Provider hereby agrees and consents to the Purchaser taking such actions as are reasonably necessary to ensure that future payments from the Obligor of a Misdirected Payment shall be made in accordance with the Notice to Obligors previously delivered to such Obligor, including, without limitation, to the maximum extent permitted by law, (i) the Seller shall hold such amount in trust for the benefit Purchaser, its assigns or designees, or any member of the Purchaser in HFG Group executing on such Provider's behalf and delivering to such Obligor a segregated accountnew Notice to Obligors, and (ii) the Seller Purchaser, its assigns or designees, or any member of the HFG Group contacting such Obligor by telephone to confirm the instructions previously set forth in the Notice to Obligor to such Obligor. Upon the Purchaser's request, each Provider shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and promptly (iii) the Seller promptly, and in any event no later than five (5) event, within two Business Days following the receipt by the Seller of from such amount, shall remit request) take such amount in full, subject to Section 5.10(c), to similar actions as the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Sellermay reasonably request. (b) Notwithstanding the terms of the GSK Instruction, commencing upon the Closing and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days following the receipt by the Purchaser of such amount, shall remit such amount in full to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. (c) If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is reduced (other than as a result of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount that would have been received by the Purchaser had such overestimate not occurred (the amount of such reduction in the Purchased Royalty Interest, the “Shortfall Amount”), then the Seller shall promptly pay the Purchaser the Shortfall Amount. If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is increased by GSK due to an underestimate by GSK

Misdirected Payments. (a) Notwithstanding In the terms event that any Borrower receives a Misdirected Payment in the form of the GSK Instructiona check, commencing upon the Closing and at all times thereafter during the term of this Agreement, if any portion of the Purchased Royalty Interest is paid such Borrower shall deposit such Misdirected Payment to the Sellerappropriate Lender Lockbox or Borrower Lockbox, then (i) as the Seller case may be. In the event any Borrower receives a Misdirected Payment in the form of cash or wire transfer, such Borrower shall hold wire transfer the amount of such amount in trust for Misdirected Payment directly into the benefit of the Purchaser in a segregated account, (ii) the Seller appropriate Lender Lockbox Account. All Misdirected Payments shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptlybe sent promptly upon receipt thereof, and in any no event no later than five (5) the close of business, on the first Business Days following the Day after receipt by the Seller thereof. Each Borrower shall provide written instructions to each of such amount, shall its other Lockbox Banks regarding each of its lockboxes and Lockbox Accounts to remit such amount in full, subject to Section 5.10(c), all EOB's and all payments received to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer appropriate Lockboxes and provide reasonable details regarding the Purchased Royalty Interest payment so received by the SellerLockbox Accounts hereunder. (b) Notwithstanding Each Borrower and the terms Authorized Representative shall take such actions as are reasonably necessary or as are reasonably requested by the Lender to ensure that future payments from any Obligor of a Misdirected Payment shall be made in accordance with any Notice previously delivered to such Obligor or, in the GSK Instructioncase of any Person which is a Non-Governmental Obligor and has not previously been sent a Notice, commencing upon to a designated Lender Lockbox, in the Closing case of checks and at all times thereafterEOBs, if any amount due under or a designated Lender Lockbox Account, in the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement is paid to the Purchasercase of wire transfers, then including, without limitation, (i) delivering to such Obligor a new Notice in form and substance satisfactory to the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated accountLender, and (ii) contacting such Obligor by telephone to (x) convey new directions for payment, or (y) confirm the Purchaser shall have no rightinstructions previously set forth in any Notice to such Obligor. During the continuance of an Event of Default, title or interest whatsoever in such amount and shall if the Authorized Representative or any Borrower does not create or suffer to exist any Lien thereon and promptly (iii) the Purchaser promptly, and in any event no later than five (5) event, within two Business Days following from the receipt by Lender's request) take such actions or such similar actions as the Purchaser of such amount, shall remit such amount in full to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. (c) If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is reduced (other than as a result of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount that would have been received by the Purchaser had such overestimate not occurred (the amount of such reduction in the Purchased Royalty Interest, the “Shortfall Amount”)Lender may request, then the Seller shall promptly pay Lender, its assigns or designees, or any member of the Purchaser Lender Group, may, to the Shortfall Amount. If maximum extent permitted by law, execute and deliver such Notices, contact such Obligors to convey such instructions or directions, or take such similar actions as the Purchased Royalty Interest paid for Lender, its assigns or designees or any period commencing on July 1member of the Lender Group may, 2022 or later is increased by GSK due to an underestimate by GSKin its discretion, deem appropriate.

Misdirected Payments. (a) Notwithstanding the terms of the GSK InstructionEscrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing upon on the Closing Date and at all times thereafter during the term of this Agreementthereafter, if any portion of the Purchased Royalty Interest Assets is paid to the Seller, then (i) the Seller shall hold such amount in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptly, and in any event no later than five (5) Business Days [*] following the receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest Assets payment so received by the Seller. (b) Notwithstanding the terms of the GSK InstructionEscrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing upon on the Closing Date and at all times thereafter, if any amount due under the Settlement Vaxcyte License Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement Assets is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days [*] following the receipt by the Purchaser of such amount, shall remit such amount in full to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. (c) If Licensee exercises any Set-Off against any payment of the Purchased Royalty Interest paid for Assets, then Seller shall promptly (and in any period commencing on July 1event no later than [*]) following payment of the Purchased Assets reduced by such Set-Off, 2022 or later is reduced (other than as make a result true-up payment to Purchaser such that Purchaser receives the full amount of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount such Purchased Asset payment that would have been received by the payable to Purchaser had such overestimate Set-Off not occurred (been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the amount Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such reduction breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the Purchased Royalty Interest, the “Shortfall Amount”first sentence of this ‎Section 5.6‎(c), then the Seller shall promptly pay be entitled to, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect of such Set-Off. (d) All remittances pursuant to this ‎Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the Purchaser relevant payee may designate in writing (such designation to be made at least [*] prior to any such payment). (e) A late fee of [*] ([*]%) over the Shortfall Amount. If prime rate published by the Purchased Royalty Interest paid for Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to any period commencing on July 1, 2022 sum payable under ‎Section 5.6(a) or later is increased by GSK due to an underestimate by GSK‎Section 5.6(b) beginning [*] after receipt of such payment received in error.

Misdirected Payments. (a) Notwithstanding the terms of the GSK InstructionInstruction Letter and the Escrow Agreement, commencing upon on the Closing Date and at all times thereafter during the term of this Agreementthereafter, if any portion of the Purchased Royalty Interest Assets is paid to the SellerSeller or any Non-Seller Royalty Party, then (i) the Seller shall, or shall use commercially reasonable efforts to cause such Non-Seller Royalty Party, as applicable, to hold such amount in trust for the benefit of the Purchaser in a segregated account, (ii) the neither Seller nor such Non-Seller Royalty Party shall have no any right, title title, or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon thereon, and (iii) the Seller promptlyshall, or shall use commercially reasonable efforts to cause such Non-Seller Royalty Party, as applicable, to promptly (and in any event no later than five (5[***]) Business Days following the receipt by the Seller or such Non-Seller Royalty Party, as applicable, of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall, or shall use commercially reasonable effects to cause such Non-Seller Royalty Party to, notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest Assets payment so received by the SellerSeller or such Non-Seller Royalty Party. (b) Notwithstanding the terms of the GSK InstructionInstruction Letter and the Escrow Agreement, commencing upon on the Closing Date and at all times thereafter, if any amount due under the Settlement Takeda Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement Assets is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller or any applicable Non-Seller Royalty Party in a segregated account, (ii) the Purchaser shall have no right, title title, or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon thereon, and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days following the receipt by the Purchaser of such amount, shall promptly remit such amount in full to the Seller AccountAccount or account of such Non- Seller Royalty Party pursuant to wire instructions provided to Purchaser by such Non-Seller Royalty Party, as applicable. The Purchaser shall notify the Seller or any applicable Non-Seller Royalty Party, as applicable, of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. (c) If Takeda exercises any Non-Permitted Set-Off against any payment of the Purchased Royalty Interest paid for Assets, then Seller shall promptly (and in any period commencing on July 1event no later than [***] following the payment of the Purchased Assets affected by such Non-Permitted Set-Off), 2022 or later is reduced (other than as make a result true-up payment to Purchaser such that Purchaser receives the full amount of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount such Purchased Assets payment that would have been received by the paid to Purchaser had such overestimate Non-Permitted Set-Off not occurred (occurred. Notwithstanding anything to the amount contrary herein, to the extent Seller shall have made a true-up payment to Purchaser pursuant to this Section 5.5(c) in respect of any Non-Permitted Set-Off, any subsequent payment received from Takeda in respect, and to the extent, of such reduction Non-Permitted Set-Off shall not be included in the Purchased Assets, such that the subsequent payment is included (d) All remittances pursuant to this Section 5.5 shall be made (i) without set- off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the relevant payee has designated under this Agreement or, for Non-Seller Royalty InterestParties other than Purchaser, as they may otherwise designate in writing (such designation to be made at least [***] prior to any such payment). (e) A late fee of [***] over the prime rate published by the Wall Street Journal as the prime rate as of the Payment Date shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under Section 5.5(a) or Section 5.5(b) beginning [***] after a Party has actual knowledge of its receipt of such payment in error (the “Shortfall AmountPayment Date”). Notwithstanding the foregoing, then the Seller shall promptly pay the Purchaser the Shortfall Amount. If the Purchased Royalty Interest paid not be responsible for any period commencing on July 1late fee under this Section 5.5(e) arising from the failure of a Non-Seller Royalty Party to timely pay any sum payable under Section 5.5(a) except to the extent such failure is a result of Seller’s failure to use commercially reasonable efforts pursuant to Section 5.5(a) and to the extent of Seller’s indemnification obligations for such breach under Section 7.1(b), 2022 or later is increased by GSK due subject to an underestimate by GSKthe terms and conditions of Article VII.

Misdirected Payments. (a) Notwithstanding In the terms event that the Borrower -------------------- or any Health Care Provider receives a Misdirected Payment from an Insurer in the form of a check, the GSK InstructionBorrower shall send (or shall cause such Health Care Provider to send) such Misdirected Payment, commencing upon the Closing and at all times thereafter during the term of this Agreement, if any portion of the Purchased Royalty Interest is paid by overnight mail to the SellerPreexisting Lockbox Account, then the New Lockbox Account, the New Health Care Provider Lockbox Account or the Health Care Provider Lockbox Account to which such Misdirected Payment should have originally been sent. In the event that the Borrower or any Health Care Provider receives a Misdirected Payment from a Government Entity in the form of a check, the Borrower shall send (ior shall cause such Health Care Provider to send) to the Health Care Provider Lockbox such Misdirected Payment by overnight mail. In the event the Borrower or any Health Care Provider receives a Misdirected Payment in the form of cash or wire transfer, the Borrower shall immediately wire transfer (or shall cause such Health Care Provider to immediately wire transfer) the Seller amount of such Misdirected Payment directly into the Agent's Account. All Misdirected Payments shall hold such amount in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptlybe sent promptly upon receipt thereof, and in any no event no later than five (5) the close of business, local time, on the first Business Days following the Day after receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Sellerthereof. (b) Notwithstanding the terms of the GSK Instruction, commencing upon the Closing The Borrower hereby agrees and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement is paid consents to the PurchaserAgent taking such actions as are reasonably necessary to ensure that future payments from the Payor of a Misdirected Payment or from the Payor of a payment into any Health Care Provider Account shall be made in accordance with this Agreement including, then without limitation, to the maximum extent permitted by law, (i) the Purchaser shall hold Agent or the Lender executing on the Borrower's or Health Care Provider's behalf and delivering to such amount in trust for the benefit Payor a new Notice to Insurers or other form of the Seller in a segregated accountinstruction, as applicable, and (ii) the Purchaser Agent or the Lender contacting such Payor by telephone to confirm the instructions previously provided to such Payor. Upon the Agent's or Lender's request, the Borrower shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and promptly (iii) the Purchaser promptly, and in any event no later than five (5) event, within two Business Days following the receipt by the Purchaser of from such amount, shall remit such amount in full to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. request) take (c) If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is reduced (other than as a result of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount that would have been received by the Purchaser had such overestimate not occurred (the amount of such reduction in the Purchased Royalty Interest, the “Shortfall Amount”), then the Seller shall promptly pay cause any Health Care Provider to) take such similar actions as the Purchaser Agent or the Shortfall Amount. If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is increased by GSK due to an underestimate by GSKLender may request.

Misdirected Payments. (a) Notwithstanding In the terms event that the Parent or any Borrower receives a Misdirected Payment in the form of a check, the GSK InstructionParent or such Borrower shall immediately send such Misdirected Payment, commencing upon in the Closing and at all times thereafter during form received by the term Parent or such Borrower, by hand or overnight delivery service to a Lockbox for deposit into the corresponding Lockbox Account. In the event the Parent or any Borrower receives a Misdirected Payment in the form of this Agreementcash or wire transfer, if any portion the Parent or such Borrower shall immediately wire transfer the amount of the Purchased Royalty Interest is paid such Misdirected Payment directly to the Seller, then (i) the Seller Lockbox Account. All Misdirected Payments shall hold such amount in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptlybe sent promptly upon receipt thereof, and in any no event no later than five (5) the close of business, on the first Business Days following the Day after receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Sellerthereof. (b) Notwithstanding If a Misdirected Payment in the terms form of the GSK Instruction, commencing upon the Closing and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement a check is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days following the receipt by the Purchaser of such amount, shall remit such amount in full to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the PurchaserParent or any Borrower more than six days after the date of such check with respect thereto, then the relevant Borrower shall pay interest on such Misdirected Payment to the Agent from such sixth subsequent day to and including the date such check is received in the Lockbox Account, at a rate equal to LIBOR then in effect hereunder. (c) If Each Borrower hereby agrees and consents to the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is reduced (other than Lenders taking such actions as a result are reasonably necessary to ensure that future payments from the Obligor of a Permitted ReductionMisdirected Payment shall be made in accordance with the Notice to Obligors previously delivered to such Obligor, including, without limitation, to the maximum extent permitted by law, (i) any member of the Lender Group executing on such Borrower's behalf and delivering to such Obligor a new Notice to Obligors, and (ii) the Borrowers, its assigns or designees, or any member of the Lender Group contacting such Obligor by GSK due telephone to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than confirm the amount that would have been received by the Purchaser had such overestimate not occurred (the amount of such reduction instructions previously set forth in the Purchased Royalty InterestNotice to Obligor to such Obligor. Upon the Agent's request, the “Shortfall Amount”), then the Seller each Borrower shall promptly pay (and in any event, within two Business Days from such request) take such similar actions as the Purchaser the Shortfall Amount. If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is increased by GSK due to an underestimate by GSKBorrower may reasonably request.

Misdirected Payments. (a) Notwithstanding a. If the terms Seller or any of its Affiliates, on the GSK Instructionone hand, commencing upon or the Purchaser or any of its Subsidiaries, on the other hand, after the Closing Date receives any funds properly belonging to the other party or its Affiliates or Subsidiaries, as applicable, including under any Shared Contract, the receiving party will promptly so advise such other party and will promptly deliver such funds to an account or accounts designated in writing by such other party. b. The Seller will promptly deliver to the Purchaser any mail (including e-mail) or other communication received by the Seller from and after the Closing Date pertaining to the Business, the Transferred Assets or the Assumed Liabilities. The Purchaser will promptly deliver to the Seller any mail (including e-mail) or other communication received by the Purchaser from and after the Closing Date pertaining to the Excluded Assets or the Excluded Liabilities. c. Following the Closing, in the event that the Seller, the Purchaser or any of their respective Affiliates discovers an asset that would constitute a Transferred Asset if held by the Seller immediately prior to the Closing is owned by the Seller and was not acquired by the Purchaser hereunder, the Seller shall assign, transfer and convey such asset to the Purchaser for no additional consideration, and shall execute and deliver such further documents and instruments necessary to give effect to and evidence such assignment, transfer and conveyance and in the event that the Seller, the Purchaser or any of their respective Affiliates discovers an asset that did not constitute a Transferred Asset immediately prior to the Closing was acquired by the Purchaser or its Affiliates hereunder, the Purchaser or its Affiliates shall assign, transfer and convey such asset to the Seller for no additional consideration, and shall execute and deliver such further documents and instruments necessary to give effect to and evidence such assignment, transfer and conveyance. For income Tax purposes, the Purchaser and the Seller shall treat any transfer under this Section 5.11(c) as having occurred at all times thereafter during the term of Closing, except to the extent otherwise required by applicable Law. d. Notwithstanding anything to the contrary contained in this Agreement, if in the event that any portion Material Contract was not set forth on Section 3.13(a) of the Purchased Royalty Interest is paid Seller Disclosure Schedule as of the date hereof, the Purchaser shall have ten Business Days from the date the Purchaser receives a complete copy of such Contract to review such Contract and determine, in its sole discretion, whether to reject such Contract. If the SellerPurchaser determines to reject such Contract, then (i) the Seller shall hold retain all rights, benefits and obligations pursuant to such amount in trust for the benefit of the Purchaser in a segregated accountContract, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptly, and in any event no later than five (5) Business Days following the receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Seller. (b) Notwithstanding the terms of the GSK Instruction, commencing upon the Closing and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in liability with respect to such amount Contract and such Contract shall not create or suffer be deemed to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than five (5) Business Days following the receipt by the Purchaser of such amount, shall remit such amount in full to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaserbe an Excluded Asset for all purposes hereunder. (c) If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is reduced (other than as a result of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount that would have been received by the Purchaser had such overestimate not occurred (the amount of such reduction in the Purchased Royalty Interest, the “Shortfall Amount”), then the Seller shall promptly pay the Purchaser the Shortfall Amount. If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is increased by GSK due to an underestimate by GSK

Misdirected Payments. (a) Notwithstanding The Seller and the terms of the GSK Instruction, commencing upon the Closing and at all times thereafter during the term of this Agreement, if any portion of the Purchased Royalty Interest Purchaser acknowledge that it is paid to the Seller, then possible that (i) the Seller shall hold such amount in trust may hereinafter inadvertently pay account payables which relate to the Company Entities’ business and should be for the benefit account of the Purchaser in a segregated account, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptly, and in any event no later than five (5) Business Days following the receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Seller. (b) Notwithstanding the terms of the GSK Instruction, commencing upon the Closing and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased Royalty Interest or any amount due under the Collaboration Agreement is paid to the Purchaser, then (i) or may inadvertently receive payments of account receivables which relate to the Purchaser shall hold such amount in trust for the benefit post-Closing operations of the Seller in a segregated accountCompany Entities, and (ii) the Purchaser shall have no rightor the Company Entities may inadvertently pay account payables, title which relate to Transferred Assets or interest whatsoever in such amount the pre-Closing Company Entities’ business conducted by the Seller and shall not create or suffer to exist any Lien thereon and (iii) should be for the Purchaser promptlyaccount of the Seller, and may inadvertently receive payments of account receivables which relate to the business of the Seller or its Affiliates. Each party agrees, promptly following receipt of any accounts receivable payments which should have been paid to the other party, to hold such payment in any event no later than five (5) Business Days trust for the other party, and to remit such amounts to the other party. Each party further agrees that promptly following receipt of notice from the receipt other party requesting reimbursement for the payment of account payables, which payables should have been paid by the Purchaser of party receiving such amountnotice or its Affiliates, shall remit then such amount in full party will promptly make a reimbursement payment to the Seller Accountparty making the request for reimbursement. The Purchaser shall notify For the Seller avoidance of such wire transfer doubt, each party agrees to treat any items of income, gain, loss, credit, or deduction associated with the account receivables and provide reasonable details regarding account payables described by this Section 10.4 as actually belonging to the erroneous payment so received by the Purchaser. (c) If the Purchased Royalty Interest paid for any period commencing on July 1party who, 2022 or later is reduced (other than as a result of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount that would have been received by the Purchaser had such overestimate not occurred (the amount of such reduction in the Purchased Royalty Interestfirst instance, the “Shortfall Amount”), then the Seller shall promptly pay the Purchaser the Shortfall Amount. If the Purchased Royalty Interest should have paid for any period commencing on July 1, 2022 such account payables or later is increased by GSK due to an underestimate by GSKreceived such account receivables.