NOTE PURCHASE AGREEMENT dated as of December 13, 2021 among ZEALAND PHARMA US, INC. as Issuer, ZEALAND PHARMA A/S as Parent, THE OTHER OBLIGORS PARTY HERETO, THE PURCHASERS PARTY HERETO, and ZOOLANDER SA LLC as Purchaser Agent

Execution Version

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Exhibit 4.7

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NOTE PURCHASE AGREEMENT

dated as of December 13, 2021

among

ZEALAND PHARMA US, INC.

as Issuer,

ZEALAND PHARMA A/S

as Parent,

THE OTHER OBLIGORS PARTY HERETO,

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THE PURCHASERS PARTY HERETO,

and

ZOOLANDER SA LLC

as Purchaser Agent

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TABLE OF CONTENTS

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i

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TABLE OF CONTENTS

(continued)

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ii

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TABLE OF CONTENTS

(continued)

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iii

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TABLE OF CONTENTS

(continued)

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iv

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TABLE OF CONTENTS

(continued)

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SCHEDULES:

Schedule 1.1Purchasers and Commitments

Schedule 2.2(f)Prepaid Amounts

Schedule 3.2Material Product Agreements

Schedule 4.1Perfection Actions

Schedule 5.11(a)Product Intellectual Property

Schedule 13.1Disqualified Lender List

Schedule 15.1(a)Description of Glepaglutide

Schedule 15.1(b)Description of Specified Assets

Schedule 15.1(c)Description of V-Go

Schedule 15.1(d)Description of Zegalogue

EXHIBITS:

Exhibit A-1Description of Collateral

Exhibit A-2Agreed Security Principles

Exhibit A-3Danish Collateral Documents

Exhibit A-4Danish Form of Share Charge Agreement

Exhibit BForm of Purchase Notice

Exhibit CCompliance Certificate

Exhibit DForm of Note

Exhibit EForm of Guarantee Assumption Agreement

Exhibit FCustomary Subordination Terms

Exhibit GForm of Press Release

Exhibit HForm of Revenue Report

Exhibit IForm of “DashBoard” Report

Exhibits J-1 – J-4Forms of U.S. Tax Compliance Certificates

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NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) is made and dated as of December 13, 2021 (the “Effective Date”) among the Purchasers listed on Schedule 1.1 hereof or otherwise a party hereto from time to time (each a “Purchaser” and collectively, the “Purchasers”), Zoolander SA LLC, a Delaware limited liability company, as agent for the Purchasers (in such capacity, “Purchaser Agent”), Zealand Pharma US, Inc., a Delaware corporation (“Issuer”), Zealand Pharma A/S, a public limited liability company (in Danish: aktieselskab) organized under the laws of the Kingdom of Denmark (“Parent”), and the other Obligors from time to time party hereto.  The parties agree as follows:

ARTICLE I

ACCOUNTING AND OTHER TERMS

Except as specifically provided otherwise in this Agreement, all accounting terms used herein that are not specifically defined have the meanings given to them in accordance with IFRS as in effect from time to time, provided that if Issuer notifies Purchaser Agent that Issuer requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in IFRS or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in IFRS or in the application thereof, then such provision shall be interpreted on the basis of IFRS as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.  Notwithstanding the foregoing, any obligations of a Person that are or would have been treated as operating leases for purposes of IFRS prior to the issuance by the International Accounting Standards Board of IFRS 16 shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with IFRS 16 (on a prospective or retroactive basis or otherwise) to be treated as a Capital Lease (or finance lease) obligations in accordance with IFRS; provided that any financial statements of the Obligors shall be prepared under IFRS, consistently applied, including in accordance with IFRS 16.

Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Article XV.

All other capitalized terms contained in this Agreement that are not defined in this Agreement or Article XV, unless otherwise indicated, shall have the meaning provided by the UCC to the extent such terms are defined therein.

All references to “Dollars” or “$” are United States Dollars, unless otherwise noted.  For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.  The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Any notice or delivery to Purchasers shall be satisfied by notice or delivery (as applicable) to Purchaser Agent. Unless the context otherwise requires, references herein to: (i) Articles, Sections, and Exhibits mean the Articles and Sections of, and Exhibits attached to, this Agreement and (ii) an agreement, instrument or other document means such agreement, instrument or other document as amended, amended and restated, supplemented and modified from time to time to the extent permitted by the provisions thereof.

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ARTICLE II

NOTES; TERMS OF PAYMENT; REVENUE PARTICIPATION

Section 2.1Purchase and Sale of Notes.

(a)Subject to the terms and conditions of this Agreement (including the conditions precedent set forth in Sections 3.1, 3.2 and 3.5), on the First Purchase Date, the Purchasers agree, severally and not jointly, to purchase Notes from Issuer, and Issuer agrees to issue and sell Notes to each Purchaser, in an aggregate principal amount of One Hundred Million Dollars ($100,000,000) in one (1) purchase according to each Purchaser’s Commitment as set forth on Schedule 1.1 hereto for a purchase price equal to 100% of the principal amount thereof (the “First Purchase”).

(b)Subject to the terms and conditions of this Agreement (including the conditions precedent set forth in Sections 3.1, 3.3 and 3.5), on the Second Purchase Date, at the option of Issuer, the Purchasers agree, severally and not jointly, to purchase Notes from Issuer, and Issuer agrees to issue Notes to each Purchaser, in an aggregate principal amount of Fifty Million Dollars ($50,000,000), in one (1) purchase according to each Purchaser’s Commitment as set forth on Schedule 1.1 hereto for a purchase price equal to 100% of the principal amount thereof (the “Second Purchase”).

(c)Subject to the terms and conditions of this Agreement (including the conditions precedent set forth in Sections 3.1, 3.4 and 3.5), on the Third Purchase Date (which shall occur no later than June 30, 2023 (or such later date as specified in writing by the Required Purchasers in their sole discretion)), at the option of Issuer and subject to the approval of the Purchasers in their sole discretion, each Purchaser may, severally and not jointly, purchase Notes from Issuer, and Issuer agrees to issue Notes to each Purchaser, in an aggregate principal amount of up to Fifty Million Dollars ($50,000,000) in no more than three (3) minimum increments of Fifteen Million Dollars ($15,000,000) according to each Purchaser’s Purchaser Percentage for a purchase price equal to 100% of the principal amount thereof (each, a “Third Purchase”; together with the First Purchase and any Second Purchase, individually, a “Purchase” and collectively the “Purchases”), in each case for the purpose of financing a Permitted Acquisition.

Notwithstanding anything to the contrary herein, each Purchaser’s Commitments shall expire on the applicable Commitment Termination Date and no Purchaser shall be committed to purchase any Notes as part of the Third Purchase.

Section 2.2Payments of Repayment Amount and Revenue Participation Payments.

(a)Repayment of the Notes.  The Repayment Amount, together with any accrued and unpaid default interest and Reimbursable Expenses, shall be due and payable in full on the earlier of (i) the Maturity Date and (ii) the date that all Obligations are accelerated and become due and payable pursuant to Section 9.1 or otherwise.  To the extent redeemed or otherwise repaid, the Notes may not be re-issued and the principal amount thereunder may not be re-borrowed.

(b)Voluntary Redemption and Payment. Issuer shall have the option to redeem all, but not less than all, of the outstanding Notes (if any) and pay all other outstanding Obligations under this Agreement, provided Issuer provides at least ten (10) days’ advance written notice to Purchaser Agent of the date of such redemption and payment.  On the applicable date, Issuer shall repurchase the Notes and pay all other Obligations by paying the Repayment Amount, plus all accrued and unpaid default interest, Reimbursable Expenses and all other Obligations to the Purchasers.  Notwithstanding anything to the contrary contained in this Agreement, Issuer may rescind any notice of redemption and payment pursuant to this Section 2.2(b) if such redemption would have resulted from a refinancing of the Obligations, which refinancing shall not be consummated or shall otherwise be delayed; provided that Issuer must provide

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Purchaser Agent with a new notice at least five (5) days prior to any redemption date if Issuer has rescinded the prior notice. Upon redemption of the Notes pursuant to this Section 2.2(b), the Purchasers’ remaining Commitments shall immediately and irrevocably terminate.

(c)Asset Sale Repurchase Events.

(i)In the event of any Asset Sale Repurchase Event, Issuer shall provide ten (10) days’ prior written notice of the anticipated date of such Asset Sale Repurchase Event to Purchaser Agent.

(ii)In connection with any Asset Sale Repurchase Event, the Required Purchasers in their sole discretion may require Issuer to pay in cash an amount equal to 75% of the Net Proceeds from such Asset Sale Repurchase Event to repurchase all or a portion of the Notes and prepay the Obligations in connection with all or such portion, as applicable, of the Notes.

(iii)If the Required Purchasers require Issuer to repurchase all or a portion of the Notes and prepay the other Obligations in connection with such Notes being repurchased pursuant to this Section 2.2(c), the Required Purchasers (or Purchaser Agent on behalf of the Required Purchasers) shall provide written notice thereof no later than five (5) days after receipt of Issuer’s notice of an Asset Sale Repurchase Event and Issuer shall apply 75% of the Net Proceeds from such Asset Sale Repurchase Event to repurchase the Notes and prepay the other Obligations within two (2) Business Days of the applicable date on which such Net Proceeds are received (or such later date as is acceptable to the Required Purchasers in their sole discretion) with such amount of Net Proceeds being allocated first, to the Reimbursable Expenses then due and payable; second, to any outstanding and unpaid default interest; third, to repurchase such principal amount of the Notes equal to the product of such Net Proceeds (after deducting amounts paid pursuant to the first and second clauses immediately above) multiplied by the quotient obtained by dividing (x) the outstanding principal amount of the Notes by (y) the Repayment Amount (in each case of the preceding prongs (x) and (y), as determined immediately prior to such payment and in the case of the Repayment Amount determined as if the entire principal amount were being repaid in full at such time) (the principal amount so prepaid pursuant to this clause third, the “Aggregate Asset Sale Repurchase Amount”); and fourth, to the remaining Obligations payable hereunder (the amount so prepaid pursuant to this clause fourth, a “Prepaid Amount”).  For the avoidance of doubt, to the extent an Asset Sale Repurchase Event also constitutes a Change of Control, Section 2.2(e) shall apply in lieu of this Section 2.2(c).

(d)Revenue Participation Payments.

(i)From and after the commencement of the Revenue Participation Period, Issuer shall pay to the Purchasers the Revenue Participation Payments quarterly in cash on each Payment Date, until the earlier of (X) Payment in Full and (Y) the end of the Revenue Participation Period.

(ii)With respect to each fiscal quarter, the relevant amount payable in respect of the Revenue Participation Payments for such fiscal quarter shall be paid on the applicable Payment Date, with such payment to be calculated based on the Cash Receipts; provided that all payments in respect of any fiscal quarter shall be subject to reconciliation based on the final Net Sales for the applicable fiscal quarter on the Payment Date for the subsequent fiscal quarter, with such reconciliation being prepared by Issuer and delivered to the Purchasers on the Payment Date for such subsequent fiscal quarter, and based on the final Net Sales for the applicable fiscal year in which such fiscal quarter occurs based on the audited financial statements for such fiscal year, with such reconciliation to be prepared by Issuer and delivered to the Purchasers no later than ninety (90) days after the end of such fiscal year. With respect to each reconciliation, any overpayments shall be credited against, and any underpayments shall be added to, the

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immediately subsequent payment in respect of the Revenue Participation Payments. For the avoidance of doubt, the Purchasers shall not be required to refund any Revenue Participation Payments.

(iii)All Revenue Participation Payments and other payments pursuant to this Section 2.2(d) shall be made to each Purchaser in accordance with its Pro Rata Share.

(e)Change of Control.  In the event of (i) any Change of Control being announced in accordance with section 3 of the Danish Executive Order on Takeovers, or (ii) any announcement in accordance with section 4 of the Danish Executive Order on Takeovers of an intention to make a voluntary takeover offer for Change of Control in accordance with section 47 of the Danish Capital Markets Act, Issuer shall, no later than three (3) days after such announcement being made provide written notice of such announcement to Purchaser Agent. In the event of any Change of Control other than as described in the preceding sentence, Issuer shall provide fifteen (15) Business Days’ prior written notice of the anticipated date of such Change of Control to Purchaser Agent.  In connection with any Change of Control or announcement of an intention to make a voluntary takeover offer for Change of Control (and provided, in case of a voluntary takeover offer, that the Change of Control actually occurs), the Required Purchasers in their sole discretion may require Issuer to repurchase the outstanding Notes (if any) and pay all other outstanding Obligations under this Agreement.  If the Required Purchasers require Issuer to repurchase the outstanding Notes (if any) and pay all other Obligations, the Required Purchasers (or Purchaser Agent on behalf of the Required Purchasers) shall provide written notice thereof no later than fifteen (15) days after receipt of Issuer’s notice of a Change of Control or announcement of an intention to make a voluntary takeover offer for Change of Control. If the Required Purchasers have elected to require Issuer to repurchase the Notes (if any) and pay all other Obligations pursuant to this Section 2.2(e), Issuer shall make such repurchase and payment immediately before the mandatory or voluntary takeover offer is completed or such other Change of Control transaction is consummated, as applicable (or on such later date as is acceptable to the Required Purchasers in their sole discretion) by paying the Repayment Amount, plus all accrued and unpaid default interest, Reimbursable Expenses and all other Obligations to the Purchasers.

(f)Specified Repurchase. Upon the occurrence of a Specified Repurchase Event, if more than Fifty Million Dollars ($50,000,000) principal amount of the Notes remains outstanding, the Required Purchasers in their sole discretion (and without obligation) may require Issuer to repurchase the outstanding Notes in the aggregate principal amount of Fifty Million Dollars ($50,000,000) and pay the applicable portion of the Repayment Amount with respect to such Notes being repurchased.  If the Required Purchasers require Issuer to repurchase the outstanding Notes pursuant to this Section 2.2(f), (x) the Required Purchasers (or Purchaser Agent on behalf of the Required Purchasers) shall provide written notice thereof within one hundred eighty (180) days of the occurrence of such Specified Repurchase Event specifying the aggregate principal amount of the Notes to be repurchased pursuant to this Section 2.2(f) and (y) Issuer shall make such repurchase and pay the applicable Repayment Amount with respect to the Notes being repurchased (together with any accrued and unpaid default interest and Reimbursable Expenses) in equal installments on each of the four consecutive Payment Dates commencing with the Payment Date on March 31, 2023, with each installment equal to the sum of (i) Twelve Million Five Hundred Thousand Dollars ($12,500,000), plus (ii) accrued and unpaid interest thereon (including any default interest) through the date of repurchase (to the extent not otherwise paid pursuant to Section 2.3), plus (iii) an additional amount for each such installment as set forth on Schedule 2.2(f) (each amount in this clause (iii), a “Prepaid Amount”).  The Obligors acknowledge and agree that such Prepaid Amounts shall not constitute prepayments of interest or payments of unmatured interest, whether under section 502(b)(2) of the United States Bankruptcy Code or otherwise, but constitute payments of additional amounts that are part of the Repayment Amount and that are reasonably calculated to ensure that the Purchasers receive the benefit of their bargain under the terms of this Agreement.

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Section 2.3Payment of Interest

(a)Interest Payments.  Issuer shall make quarterly payments of interest in arrears on each outstanding Note and any other Obligations commencing on the first (1st) Payment Date following the First Purchase Date and continuing on each successive Payment Date thereafter through and including the Payment Date immediately preceding the Maturity Date.

(b)Interest Rate.  Subject to Section 2.3(c), the principal amount outstanding under the Notes and any other Obligations shall accrue interest at per annum rate equal to the Applicable Rate, which interest shall be payable quarterly in arrears in accordance with Sections 2.3(a) and 2.3(f).  Interest shall accrue on each Note commencing on, and including, the Purchase Date of such Note, and shall accrue on the principal amount outstanding under such Note through and including the day on which such Note is paid in full.  Interest shall accrue on all other Obligations commencing on, and including, the date that such Obligations are due, and shall accrue on the unpaid amount of such Obligations through and including the day on which such Obligations are paid in full.

(c)Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, all outstanding Obligations shall accrue interest at a floating per annum rate equal to the rate that is otherwise applicable thereto plus four percentage points (4.00%) (the “Default Rate”).  Payment or acceptance of the increased interest rate provided in this Section 2.3(c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Purchaser Agent or any Purchaser.

(d)360-Day Year.  Interest shall be computed on the basis of a three hundred sixty (360) day year, and the actual number of days elapsed.

(e)Inability to Determine Rates; Illegality; Effect of Benchmark Transition.

(i)Inability to Determine Rates. If, on or prior to the first day of any Interest Period (an “Affected Interest Period”), Purchaser Agent determines (which determination shall be conclusive and binding on Issuer and the other Obligors absent manifest error) that, by reason of circumstances affecting the London interbank Eurodollar market, Base LIBOR cannot be determined pursuant to the definition thereof, Purchaser Agent will promptly so notify Issuer in writing. For each Affected Interest Period thereafter, until Purchaser Agent provides written notice that Base LIBOR is available for the Interest Period immediately following the date of such notice, all Notes shall bear interest at the Applicable Rate using the following adjustments:

(1)the Prime Rate shall replace LIBOR and the Prime Rate Floor shall replace the LIBOR Floor; and

(2)the Applicable Margin shall be adjusted to equal (1) 6.00% minus (2) the difference between the Prime Rate and LIBOR in effect as of the immediately preceding Interest Period.

(ii)Illegality. If Purchaser Agent or any Purchaser determines that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Purchaser or its applicable lending office to purchase or hold Notes whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of any Purchaser to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, upon notice thereof by Purchaser Agent to Issuer, any obligation of the Purchasers to purchase or hold Notes whose interest is determined by reference to

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LIBOR shall be suspended until Purchaser Agent notifies Issuer that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice that it is illegal for any Purchaser to make or maintain loans whose interest is determined by reference to LIBOR, all Notes shall thereafter bear interest at the Applicable Rate subject to the adjustments provided pursuant to Section 2.3(e)(i)(1) and Section 2.3(e)(i)(2).

(iii)Benchmark Transition.

(1)Benchmark Replacement. On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of USD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month USD LIBOR tenor settings.  On the earlier of (i) the date that all Available Tenors of USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current, the Benchmark Replacement will replace Base LIBOR for all purposes hereunder and under any Note Document in respect of any setting of Base LIBOR on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Note Document.

(2)Benchmark Replacement Conforming Changes. In connection with the implementation of the Benchmark Replacement, Purchaser Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Note Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(3)Notices; Standards for Decisions and Determinations. Purchaser Agent will notify Issuer and the Purchasers of (1) the implementation of the Benchmark Replacement, and (2) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Purchaser Agent or Purchasers pursuant to this Section 2.3(e)(iii), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.3(e)(iii).

(f)Debit of Accounts.  Purchaser Agent may debit (or ACH) any Designated Account, or, to the extent adequate funds are not available in the Designated Accounts, any other Collateral Account maintained by Parent or any of its Subsidiaries (other than the SPV Entities), for principal and interest payments or any other amounts Issuer owes the Purchasers under the Note Documents when due.  Any such debits (or ACH activity) shall not constitute a set-off.

(g)Payments.  Except as otherwise expressly provided herein, all payments by Issuer under the Note Documents shall be made to the respective Purchaser to which such payments are owed (or in the case of any Obligations owed to Purchaser Agent, to Purchaser Agent), at such Purchaser’s office (or if applicable, Purchaser Agent’s office) in immediately available funds on the date specified herein. Payments received after 1:00 p.m. Eastern time are considered received at the opening of business on the next Business Day.  When a payment is due on a day that is not a Business Day, the payment is due the next preceding Business Day. All payments to be made by Issuer or any Guarantor hereunder or under any other Note Document, including payments of principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds.

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Section 2.4Form of Notes; Note Record.  The Notes shall be substantially in the form attached as Exhibit D hereto, and the terms of this Agreement shall be incorporated by reference into the Notes as if set forth therein; provided that in the event of any conflict between the terms of this Agreement and the Notes, the terms of this Agreement shall control.  Issuer irrevocably authorizes each Purchaser to make or cause to be made, on or about the Purchase Date of any Notes or at the time of receipt of any payment of principal on such Purchaser’s Note, an appropriate notation on such Purchaser’s Note Record reflecting the purchase of such Notes or (as the case may be) the receipt of such payment.  The outstanding amount of each Note set forth on such Purchaser’s Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Purchaser, but the failure to record, or any error in so recording, any such amount on such Purchaser’s Note Record shall not limit or otherwise affect the obligations of Issuer under any Note or any other Note Document to make payments of principal of or interest on, or the Repayment Amount in respect of, any Note when due.  Upon receipt of an affidavit of an officer of a Purchaser as to the loss, theft, destruction, or mutilation of its Note, Issuer shall issue, in lieu thereof, a replacement Note in the same principal amount thereof and of like tenor.

Section 2.5Reimbursable Expenses.  Issuer shall pay to Purchaser Agent all Reimbursable Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, except as set forth in Section 3.2(n), within five (5) Business Days of written demand therefor or, if later, when due.  It is the intention of the parties hereto that Issuer shall, as and to the extent reasonably practicable, pay Reimbursable Expenses directly.  In the event Purchaser Agent or any Purchaser pays any of such expenses directly, Issuer will reimburse Purchaser Agent or such Purchaser for such expenses and interest on such expenses shall accrue beginning on the sixth (6th) Business Day following written notice to Issuer of such expenses until reimbursed at the interest rate specified in Section 2.3(b) (or, subject to Section 2.3(c), the Default Rate).

ARTICLE III

CONDITIONS

Section 3.1Conditions Precedent to the Effective Date.  The effectiveness of this Agreement is subject to the condition precedent that Purchaser Agent and each Purchaser shall consent to or shall have received, in form and substance satisfactory to Purchaser Agent and each Purchaser, such documents, and completion of such other matters, as Purchaser Agent and each Purchaser reasonably requested in writing, the satisfaction or performance of which may be waived by the Required Purchasers in their sole discretion, including, without limitation:

(a)this Agreement, duly executed by Issuer and each Guarantor;

(b)an irrevocable Purchase Notice in respect of the First Purchase;

(c)a completed Perfection Certificate for Parent and each of its Subsidiaries; and

(d)the duly executed Intercompany IP License and the duly executed Amended and Restated Intercompany Loan Agreement, each in form and substance satisfactory to Purchaser Agent.

Section 3.2Conditions Precedent to the First Purchase Date.  The obligation of each Purchaser to make the First Purchase is subject to the satisfaction of the following conditions precedent, the satisfaction or performance of which may be waived by the Required Purchasers in their sole discretion:

(a)a duly executed Control Agreement with respect to each Designated Account;

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(b)the certificate(s), if any, for the Shares (other than the Shares of any SPV Entity or, for the avoidance of doubt, Parent), together with assignment documentation reasonably satisfactory to Purchaser Agent, duly executed in blank, in each case subject to the Agreed Security Principles;

(c)UCC-1 financing statements in proper form for filing against each Obligor in its jurisdiction of organization (determined in accordance with the UCC);

(d)short-form security agreements for Intellectual Property in proper form for filing with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, against each Obligor owning Intellectual Property registered with any such registrar;

(e)the Danish Collateral Documents, in each case duly executed;

(f)evidence that the Liens created by the Danish Collateral Documents have been perfected (to the extent required under the terms of those Danish Collateral Documents) including copies of transcripts from the Danish Chattel Registry (in Danish: Personbogen) showing the registrations of the floating charge (in Danish: virksomhedspant) on Parent in the Danish Chattel Registry (in Danish: Personbogen);

(g)registration of Purchaser Agent in the register of note representatives kept by the Danish Financial Supervisory Authority;

(h)insurance certificates in form and substance satisfactory to Purchaser Agent with respect to all property and general liability insurance policies of the Obligors from carriers based in the United States;

(i)the Operating Documents of each Obligor, certified by the secretary or an assistant secretary or director of the applicable Obligor, and, to the extent such concept is recognized in such jurisdictions as are applicable, good standing certificates of each Obligor certified by the Secretary of States (or equivalent agency) of such Obligor’s jurisdiction of organization or formation and each material jurisdiction in which each Obligor is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the First Purchase Date;

(j)certified copies of resolutions duly approved by the board of directors (or other governing body) of the Obligors and any resolutions, consent or waiver duly approved by the requisite holders of each Obligor’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Note Documents to which it is a party;

(k)certified copies, dated as of a date no earlier than thirty (30) days prior to the First Purchase Date, of lien searches, as Purchaser Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens revealed from such searches either constitute Permitted Liens or have been or, in connection with Notes issued on the First Purchase Date, will be terminated or released;

(l)one or more duly executed legal opinions of counsel to Purchaser Agent and the Obligors, respectively dated as of the First Purchase Date and in form and substance satisfactory to Purchaser Agent;

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(m)an ACH or other debit authorization with respect to each Deposit Account and each Securities Account of the Obligors, in each case which account is located in the United States, in form and substance satisfactory to Purchaser Agent;

(n)Issuer shall have paid all Reimbursable Expenses then due and payable to the extent invoiced on or prior to the Effective Date; and

(o)the Intercompany Supply Agreement, duly executed by Parent and Issuer.

Section 3.3Conditions Precedent to the Second Purchase Date. The obligation of each Purchaser to make the Second Purchase is subject to the satisfaction of the following conditions precedent, the satisfaction or performance of which may be waived by the Required Purchasers in their sole discretion:

(a)the First Purchase shall have occurred;

(b)the Second Purchase Date shall occur on or prior to the applicable Commitment Termination Date; and

(c)Parent shall have obtained Marketing Approval by the FDA of Glepaglutide for the Glepaglutide Primary Indication.

Section 3.4Conditions Precedent to any Third Purchase Date.  In addition to the approval of each Purchaser, in its sole discretion, each Third Purchase is subject to the satisfaction of the following conditions precedent, the satisfaction or performance of which may be waived by the Required Purchasers in their sole discretion:

(a)the terms and conditions of the Permitted Acquisition relating to the applicable Third Purchase shall be satisfactory to the Purchasers in their sole discretion and Issuer shall have delivered evidence satisfactory to Purchaser Agent of the occurrence of such Permitted Acquisition (or the occurrence thereof substantially concurrently with such Third Purchase).

It is understood and agreed that the making of any Third Purchase shall be at each Purchaser’s sole discretion.

Section 3.5Conditions Precedent to all Note Purchases.  The obligation of each Purchaser to make any Purchase is subject to the following conditions precedent, the satisfaction or performance of which may be waived by the Required Purchasers in their sole discretion:

(a)within the time period required by Section 3.8 (or such shorter period as agreed in writing by Purchaser Agent and the Required Purchasers), receipt by Purchaser Agent of an executed Purchase Notice in the form of Exhibit B attached hereto;

(b)the representations and warranties in Article V hereof shall be true, accurate and complete in all material respects on the date of the Purchase Notice and on the Purchase Date of each purchase of Notes; provided that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date,

(c)no Event of Default shall have occurred and be continuing or result from the purchase of Notes;

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(d)there has not been any event or circumstance, either individually or in the aggregate, that has resulted in or could reasonably be expected to result in a Material Adverse Change;

(e)duly executed Notes, in number, form and content acceptable to each Purchaser, and in favor of each Purchaser with respect to the Notes purchased by such Purchaser in such Purchase;

(f)Issuer shall have provided (i) updates, if any, to the information in the Perfection Certificate since the Effective Date or the most recent updated thereto and (ii) all financial statements, reports or notices required under the Note Documents prior to the applicable Purchase Date, including, without limitation, those required under Section 6.2; and

(g)payment of Reimbursable Expenses then due as specified in Section 2.5 hereof.

Section 3.6Post-Closing Items.  After the Effective Date, Issuer agrees to deliver to Purchaser Agent the following documents:

(a)No later than February 28, 2022, landlord consents executed in favor of Purchaser Agent in respect of Issuer’s locations located at (i) ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ and (ii) ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇;

(b)No later than thirty (30) days after the Effective Date (or such later date as is acceptable to the Required Purchasers in their sole discretion), additional insured, lender’s loss payee and notice of cancellation insurance endorsements, as applicable, in each case in favor of Purchaser Agent and in form and substance reasonably satisfactory to Purchaser Agent with respect to all property and general liability insurance policies of each Obligor from carriers based in the United States;

(c)No later than thirty (30) days after the Effective Date (or such later date as is acceptable to the Required Purchasers in their sole discretion), duly executed Control Agreements, with respect to any U.S. Collateral Accounts maintained by any Obligor;

(d)No later than February 28, 2022, (or such later date as is acceptable to the Required Purchasers in their sole discretion), Encycle Therapeutics, Inc. shall either have been (i) dissolved, (ii) merged with and into an Obligor, or (iii) made a Guarantor of the Obligations and, to Purchaser Agent’s satisfaction, provided a perfected first priority  (subject to Permitted Priority Liens) security interest in favor of Purchaser Agent in all of the Collateral  as and to the extent required under the Note Documents consistent with the Agreed Security Principles; provided that (X) from the Effective Date through February 28, 2022, Parent shall use commercially reasonable efforts to dissolve it and, if such efforts are unsuccessful, on or prior to February 28, 2022 Encycle Therapeutics, Inc. shall have been made a Guarantor of the Obligations and, to Purchaser Agent’s satisfaction, provided a perfected first priority (subject to Permitted Priority Liens) security interest in favor of Purchaser Agent in all of the Collateral as and to the extent required under the Note Documents consistent with the Agreed Security Principles, and (Y) at no time from the Effective Date through the date on which Encycle Therapeutics, Inc. becomes a Guarantor hereunder and grants security in accordance with this Section 3.6(d) shall it own or hold any assets or Collateral other than nominal amounts of cash necessary to, and actually used to, satisfy the obligations set forth in this Section 3.6(d).

In addition, the Obligors shall use commercially reasonable efforts to deliver to Purchaser Agent, no later than one hundred and twenty (120) days after the Effective Date (or such later date as is acceptable to the Required Purchasers in their sole discretion), consents, in form and substance acceptable to Purchaser Agent, with respect to the Material Product Agreements.

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Section 3.7Covenant to Deliver.  Issuer agrees to promptly deliver to Purchaser Agent and the Purchasers each item required to be delivered to Purchaser Agent under this Agreement as a condition precedent to any purchase of Notes.  Issuer expressly agrees that a purchase of Notes made prior to the receipt by Purchaser Agent or any Purchaser of any such item shall not constitute a waiver by Purchaser Agent or any Purchaser of Issuer’s obligation to deliver such item, and any such purchase of Notes in the absence of a required item shall be made in each Purchaser’s sole discretion.

Section 3.8Procedures for Issuance and Purchase.  Subject to the prior satisfaction of all other applicable conditions to the purchase of Notes set forth in this Agreement, to issue Notes, Issuer shall notify the Purchasers (which notice shall be irrevocable) by electronic mail or telephone by 12:00 noon Eastern time, in the case of the First Purchase, on the Effective Date or, in the case of any other Purchase, fifteen (15) Business Days (or such shorter periods as agreed in writing by Purchaser Agent and the Purchasers) prior to the date the Notes are to be issued.  Together with any such electronic or telephonic notification, Issuer shall deliver to the Purchasers by electronic mail a completed Purchase Notice executed by a Responsible Officer of Issuer or his or her designee.  The Purchasers may rely on any telephone notice given by a person whom a Purchaser reasonably believes is a Responsible Officer or designee.  On each Purchase Date, each Purchaser shall credit and/or transfer (as applicable) to the Designated Deposit Account, an amount equal to the purchase price of the Notes purchased by such Purchaser on such Purchase Date.

ARTICLE IV

CREATION OF SECURITY INTEREST

Section 4.1Grant of Security Interest.  Each Obligor hereby grants Purchaser Agent, for the benefit of the Secured Parties, to secure the payment and performance in full of all of the Obligations, a continuing security interest in all of such Obligor’s right, title and interest in, to and under the Collateral of such Obligor, wherever located, whether now owned or hereafter acquired or arising, and all Proceeds and products thereof.  Each Obligor represents, warrants, and covenants that, upon the taking of the actions contemplated by Schedule 4.1, the security interest granted herein is and shall at all times continue to be a first priority  (subject to Permitted Priority Liens) perfected security interest in the Collateral  to the extent such security interest can be perfected by the taking of such actions.  If any Obligor shall acquire a Commercial Tort Claim (as defined in the UCC), such Obligor shall promptly notify Purchaser Agent in a writing signed by Issuer, as the case may be, of the general details thereof (and further details as may be reasonably required by Purchaser Agent) and, upon the request of Purchaser Agent, promptly grant to Purchaser Agent, for the benefit of the Secured Parties, a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Purchaser Agent.

If this Agreement is terminated, Purchaser Agent’s Lien in the Collateral shall continue until Payment in Full.  Upon Payment in Full, Purchaser Agent shall, at the sole cost and expense of the Obligors, release its Liens in the Collateral and all rights therein shall revert to the Obligors.  Upon such termination, and from time to time thereafter, Purchaser Agent shall, at the sole cost and expense of the Obligors, execute and deliver such instruments, documents and filings the Obligors reasonably request to evidence such termination and release.

Section 4.2Authorization to File Financing Statements, Etc.  Each Obligor hereby authorizes Purchaser Agent to, at Issuer’s or such Obligor’s expense, file financing statements, make any registration, or take any other action, without notice to any Obligor, with all appropriate jurisdictions (as determined by Purchaser Agent, subject to the Agreed Security Principles) to perfect or protect Purchaser Agent’s interest or rights under the Note Documents.

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Section 4.3Pledge of Collateral.  Each Obligor hereby pledges, collaterally assigns and grants to Purchaser Agent, for the benefit of the Secured Parties, a security interest in all the Shares owned by such Obligor (other than the Shares of any SPV Entity), together with all Proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash Proceeds of the foregoing, as security for the performance of the Obligations.  On the First Purchase Date, or, to the extent not certificated as of the First Purchase Date, within ten (10) days of the certification of any Shares (other than any Shares of an SPV Entity) owned by an Obligor, the certificate or certificates for such Shares will be delivered to Purchaser Agent, accompanied by an instrument of assignment duly executed in blank by the applicable Obligor.  To the extent required by the terms and conditions governing the Shares owned by an Obligor in any Subsidiary (other than any SPV Entity), the applicable Obligors shall cause the books of each such Subsidiary and any transfer agent to reflect the pledge of such Shares.  Upon the occurrence and during the continuance of an Event of Default hereunder, Purchaser Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Purchaser Agent and cause new (as applicable) certificates representing such securities to be issued in the name of Purchaser Agent or its transferee.  Subject to the Agreed Security Principles in the case of any Shares issued by a Person not organized within the United States, each Obligor will execute and deliver such documents, and take or cause to be taken such actions, as Purchaser Agent may reasonably request to perfect or continue the perfection of Purchaser Agent’s security interest in the Shares.  Unless an Event of Default shall have occurred and be continuing, each Obligor shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms.  All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.  The terms of this Section 4.3 shall, in each case, be subject to the Agreed Security Principles.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each Obligor represents and warrants to Purchaser Agent and the Purchasers as follows as of the Effective Date, each Purchase Date and each other date expressly provided for in the Note Documents:

Section 5.1Due Organization, Authorization: Power and Authority.

(a)Parent and each of its Subsidiaries is duly existing and, to the extent such concept is recognized in such jurisdictions as are applicable, in good standing in its jurisdictions of organization, incorporation or formation and Parent and each of its Subsidiaries is qualified and licensed to do business and, to the extent such concept is recognized in such jurisdictions as are applicable, is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to result in a Material Adverse Change.

(b)In connection with this Agreement, Issuer on behalf of itself and the other Obligors has delivered to Purchaser Agent a completed perfection certificate signed by an officer of such Obligor (as the same may be updated from time to time (without retroactive effect) pursuant to Section 3.5 and/or Section 6.2 or in any Intellectual Property Update, the “Perfection Certificate”).  Each Obligor represents and warrants that (i) such Obligor’s exact legal name is that which is indicated on the Perfection Certificate and on the signature page of each Note Document and Intercompany Agreement to which it is a party; (ii) each Obligor is an organization of the type and is organized or incorporated in the jurisdiction set forth on the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Obligor’s

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organizational or company identification number or accurately states that such Obligor has none; (iv) the Perfection Certificate accurately sets forth each Obligor’s place of business, or, if more than one, its chief executive office as well as each Obligor’s mailing address (if different than its chief executive office); (v) each Obligor (and each of its respective predecessors) have not, other than as noted in the Perfection Certificate, in the past five (5) years, changed its jurisdiction of organization or incorporation, organizational structure or type, or any organizational or company number assigned by its jurisdiction; and (vi) all other information set forth on the Perfection Certificate pertaining to the Obligors and the Subsidiaries, is accurate and complete in all material respects (it being understood and agreed that the Obligors shall from time to time update certain information in the Perfection Certificate after the Effective Date pursuant to Section 3.5 and/or Section 6.2; provided that such updated Perfection Certificate shall be subject to the review and approval of Purchaser Agent (any such review and approval not to be unreasonably withheld, conditioned or delayed; provided that the acceptance of such updated Perfection Certificate shall not effect a remedy or cure of any prior misrepresentation under, or breach of, the Note Documents or otherwise constitute a waiver of any breach, Default or Event of Default under the Note Documents)).

(c)The execution, delivery and performance by each Obligor of the Note Documents and Intercompany Agreements to which it is a party have been duly authorized, and do not (i) conflict with such Obligors’ organizational or organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer or such Obligor, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or are being obtained pursuant to Section 3.2(f) or Section 6.1(c)), or (v) constitute an event of default under any material agreement by which Issuer or any of such Obligor, or their respective properties, is bound.

(d)No Obligor is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to result in a Material Adverse Change.

Section 5.2Collateral.

(a)Each Obligor has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Note Documents, and no Obligor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other bank or investment accounts other than the Collateral Accounts and the Excluded Accounts, if any, described in the Perfection Certificate delivered to Purchaser Agent on or prior to the Effective Date or such Obligor has given Purchaser Agent notice and, other than with respect to the Excluded Accounts, taken such actions as are necessary to give Purchaser Agent a perfected security interest therein. Each Account owned by any Obligor is a bona fide, existing obligation of the applicable Account Debtor.

(b)On the Effective Date, and except as disclosed on the Perfection Certificate delivered on or prior to the Effective Date (i) the On-Site Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral, other than Collateral with a Fair Market Value not to exceed Five Hundred Thousand Dollars ($500,000) in any single location or One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate in all locations.  None of the On-Site Collateral is maintained at locations other than as disclosed in the Perfection Certificate and permitted pursuant to Section 6.6(g) (to the extent such location is in the United States),  or Section 6.10, as applicable.

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(c)All Inventory owned by any Obligor or any Subsidiary is in all material respects of good and marketable quality, free from material defects.

(d)Except as noted on the Perfection Certificate, no Obligor is a party to, nor is bound by, any Restricted License.

(e)As of the Effective Date, neither Parent nor any of its Subsidiaries owns or has title to or interest in, any real property, except for leasehold interest in the real property leased by it as is necessary or desirable to the conduct of its business.

Section 5.3Litigation.  Except as disclosed (i) in the Perfection Certificate delivered on or prior to the Effective Date or (ii) in accordance with Section 6.9 hereof, there are no actions, audits, suits, investigations, or proceedings (including any Environmental Claims) pending or, to the Knowledge of Parent and its Subsidiaries, threatened in writing by or against Parent or any of its Subsidiaries involving, if adversely determined, more than Five Hundred Thousand Dollars ($500,000).  Except as disclosed on the Perfection Certificate delivered on or prior to the Effective Date, there are no actions, audits, suits, investigations or proceedings (including any Environmental Claims) pending or threatened in writing by or against Parent or any of its Subsidiaries, which, if adversely determined, could reasonably be expected to result in a Material Adverse Change.

Section 5.4No Material Deterioration in Financial Condition; Financial Statements.

(a)All consolidated financial statements for Parent and its Subsidiaries and the consolidated financial statements for each Subsidiary for the periods prior to the acquisition thereof by Parent or a Subsidiary delivered to Purchaser Agent fairly present, in conformity with IFRS (or, in the case of any such acquired Subsidiary for the periods prior to the acquisition thereof, other applicable accounting standards), in all material respects the consolidated financial condition of Parent and its Subsidiaries or such Subsidiary, as applicable as of the date thereof and for the periods covered thereby, and the consolidated results of operations of Parent and its Subsidiaries or such Subsidiary, as applicable.  There has not been any material deterioration in the consolidated financial condition of Parent and its Subsidiaries since the date of the most recent financial statements submitted to any Purchaser.

(b)Since December 31, 2020, as of the Effective Date and each Purchase Date, there has not been any Transfer by Parent or any Subsidiary of any material part of the business or property of Parent or such Subsidiary and there has been no Investment or acquisition of any business or property by Parent or any Subsidiary, in each case that has not been reflected in the most recent consolidated financial statements for Parent.

Section 5.5Solvency.  Each of Parent and Issuer is, and will be, after giving effect to the issuance of the Notes, Solvent.  The Obligors, taken as a whole, are, and will be, after giving effect to the issuance of the Notes, Solvent.

Section 5.6Compliance with Laws.

(a)Parent, Issuer, their respective Affiliates and, to the Knowledge of Parent and its Subsidiaries, their respective Licensees are in compliance with, and at all times during the past five (5) years have complied with, all Requirements of Law applicable to Parent or any Subsidiary and by which any property or any asset of Parent or any Subsidiary is bound.  None of Parent, Issuer, their respective Affiliates or, to the Knowledge of Parent and its Subsidiaries, their respective Licensees, have violated any Requirement of Law which violation could reasonably be expected to result in a Material Adverse Change. Neither Parent nor any Subsidiary or Affiliate nor, to the Knowledge of Parent and its Subsidiaries, any

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Licensee has received notice of any alleged or actual violation of any Requirement of Law. No investigation or review is pending or, to the Knowledge of Parent and its Subsidiaries, threatened by any Governmental Authority with respect to any alleged violation by Parent or any Subsidiary or Affiliate of any Requirement of Law.  To the Knowledge of Parent and its Subsidiaries, no prospective change in any applicable federal, state, local or foreign laws, rules, regulations or standards has been adopted which, when made effective, could reasonably be expected to result in a Material Adverse Change.

(b)Neither Parent nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended.  Neither Parent nor any of its Subsidiaries is engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors).  Parent and each of its Subsidiaries has complied in all material respects with the Federal Fair Labor Standards Act to the extent Parent and such Subsidiaries are required to comply with the Federal Fair Labor Standards Act.

(c)Neither Parent nor any of its Subsidiaries is an AIF or an AIFM.

(d)Neither Parent nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005.  Neither Parent’s nor any of its Subsidiaries’ properties or assets has been used by Parent or such Subsidiary or, to the Knowledge of Parent and its Subsidiaries, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws.  Parent and each of its Subsidiaries has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted.

(e)None of Parent, any of its Subsidiaries, nor any of Parent’s or its Subsidiaries’ Affiliates nor, to the Knowledge of Parent and its Subsidiaries, any of their respective agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (i) is in violation of any Anti-Terrorism Law or Anti-Corruption Laws, (ii) is engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law or Anti-Corruption Laws, or (iii) is a Sanctioned Person.  In addition, such Persons will not use any amounts payable hereunder for the purposes of financing the activities of any Sanctioned Person.  None of Parent, any of its Subsidiaries or, to the Knowledge of Parent and its Subsidiaries, any of their Affiliates or agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (X) conducts any unauthorized business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person, or (Y) engages in any unauthorized transaction relating to, any property or interest in property blocked or sanctioned pursuant to any Sanctions (including Executive Order No. 13224, any similar executive order), or Anti-Terrorism Law.

(f)In the past five (5) years, neither Parent nor any of its Subsidiaries, nor any of their respective officers, directors, employees nor, to the Knowledge of Parent or its Subsidiaries, any of their independent contractors or agents have violated, as and to the extent applicable thereto: (i) the civil False Claims Act found at 31 U.S.C. §§3729 et seq; (ii) the criminal False Claims Act found at 42 U.S.C. §1320a-7b(a); (iii) the Civil Monetary Penalties Law found at 42 U.S.C. §1320a-7a; (iv) the federal anti-kickback statute found at 42 U.S.C. §1320a-7b(b), the Foreign Corrupt Practices Act of 1977, the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or any other anti-bribery or analogous state, local or foreign fraud and abuse law; (v) the federal prohibitions on physician self-referrals found at 42 U.S.C. § 1395nn, and analogous state self-referral prohibitions; (vi) any of the provisions of 42 U.S.C. § 1320a-7, which are, as applicable, cause for

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mandatory or permissive exclusion from Medicare, Medicaid, or any other State health care program or federal health care program as defined in 42 U.S.C. § 1320a-7b(f); (vii) the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, in each case as amended, and the regulations promulgated thereunder; or  (viii) any other federal, state or local Law or regulation of general applicability to health care fraud, governing or regulating pharmaceutical or device manufacturers or reimbursement for any Included Products, including but not limited to, all applicable Medicare and Medicaid statutes and regulations, or any analogous law of any other Governmental Authority.

Section 5.7[Reserved].Section 5.8Tax; Pension Contributions.

(a)Parent and each of its Subsidiaries has timely filed (taking into account any applicable extensions) all income and other material tax returns and similar tax reports, and Parent and each of its Subsidiaries, has timely paid all income and other material foreign, federal, state, provincial and local taxes, assessments, deposits and contributions owed by Parent and such Subsidiaries, in all jurisdictions in which Parent or any such Subsidiary is subject to taxes, including the United States and the Kingdom of Denmark, unless (i) such taxes are being contested in accordance with the following sentence, or (ii) such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Two Hundred and Fifty Thousand Dollars ($250,000).

(b)Neither Parent nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Parent’s or such Subsidiaries’ prior tax years which could reasonably be expected to result in additional taxes becoming due and payable by Parent or any of its Subsidiaries.

(c)Under the law of each Obligor’s jurisdiction of organization or incorporation it is not necessary that any stamp, registration or similar tax be paid on or in relation to the Note Documents or the transactions contemplated thereby except for payment of registration fee in connection with the registrations of the floating charge (in Danish: virksomhedspant) in the Danish Chattel Registry (in Danish: Personbogen).

(d)Parent and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Parent nor any of its Subsidiaries have withdrawn from participation in, permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Parent or its Subsidiaries, including, without limitation, any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Section 5.9[Reserved].

Section 5.10Shares.  Each Obligor has full power and authority to create a first lien on the Shares pledged by it pursuant to the Note Documents and no disability or contractual obligation exists that would prohibit such Obligor from pledging the Shares pursuant to the Note Documents that has not been disclosed to Purchaser Agent in the Perfection Certificate.  To the Knowledge of Parent and its Subsidiaries, other than as specified in the Perfection Certificate, there are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Shares.  The Shares have been and will be duly authorized and validly issued, and are fully paid and non-assessable.  To the Knowledge of Parent and its Subsidiaries, the Shares are not the subject of any present or threatened suit, action, arbitration, administrative or other proceeding, and neither Parent nor any Subsidiary knows of any reasonable grounds for the institution of any such proceedings.

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Section 5.11Intellectual Property.

(a)Schedule 5.11(a) sets forth, as of the Effective Date, an accurate, true and complete list of all (i) Patents, including the jurisdiction and patent number and indicating which Included Product its claims to cover, (ii) Trademarks, (iii) registered Copyrights or applications for registered Copyrights and (iv) domain name registrations and websites, in each case with respect to clauses (i), (ii), (iii) and (iv) above in this clause (a) that constitute Product Intellectual Property.  Except as disclosed therein, (A) each issued Patent and Trademark listed on Schedule 5.11(a) is valid, enforceable and subsisting and has not lapsed, expired, been cancelled or become abandoned, except in the ordinary course of business or where such lapse or abandonment, either individually or in the aggregate, could not reasonably be likely to result in a Material Adverse Change, and (B) each pending Patent listed on Schedule 5.11(a) is subsisting and has not lapsed, expired, been cancelled or become abandoned, except in the ordinary course of business or where such lapse or abandonment could not reasonably be likely to result in a Material Adverse Change.

(b)Except for Product Intellectual Property licensed to or owned by any Obligor and set forth on Schedule 5.11(a), no other Intellectual Property is necessary to use, Develop, Manufacture, import or Commercialize the Included Products.  The use, Development, Manufacture, import or Commercialization by Parent and its Subsidiaries of the Included Products does not and will not infringe any Patents or misappropriate any other Intellectual Property that is owned or controlled by a Third Party.

(c)There are no unpaid maintenance, annuity or renewal fees currently overdue for any of the Patents that constitute Product Intellectual Property or which cover compositions of matter, formulation, method of use, method of manufacture and/or processes which relate to any of the Included Products, and that are owned by or licensed to an Obligor or any of its Subsidiaries (“Material Patents”), and none of the Obligors, nor any of their Subsidiaries nor, to the Knowledge of Parent and its Subsidiaries, any prior owner of such Patent, or any of their respective agents or representatives, has engaged in any conduct, or omitted to perform any necessary act, the result of which would invalidate or render unpatentable or unenforceable any Material Patents. None of the Sanofi Licensed IP is necessary to use, Develop, Manufacture, import or Commercialize any Included Products that are not Sanofi Licensed Products. None of the Alexion Licensed IP is necessary to use, Develop, Manufacture, import or Commercialize any Included Products that are not Alexion Licensed Products.

(d)There is, and has been, no pending, decided or settled opposition, interference proceeding, reexamination proceeding, cancellation proceeding, injunction, claim, lawsuit, declaratory judgment, administrative post-grant review proceeding, other administrative or judicial proceeding, hearing, investigation, complaint, arbitration, mediation, International Trade Commission investigation, decree, or any other filed claim (collectively referred to hereinafter as “Disputes”) related to any of the Material Patents nor has any such Dispute been threatened in writing challenging the legality, validity, enforceability or ownership of any Material Patents. There are no Disputes by any Person or Third Party against Parent, its Affiliates or its or their Licensees or licensors, and neither Parent nor any Subsidiary has received any written notice or claim of any such Dispute as pertaining to the Included Products.

(e)Parent and its Affiliates have taken commercially reasonable measures and precautions to protect and maintain (i) the confidentiality of all trade secrets with respect to any Included Product that it owns or exclusively licenses and (ii) the value of all Intellectual Property related to any Included Product, except where such failure to take action, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

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agreement requiring such Person to keep such trade secret confidential, except where such disclosure could not reasonably be expected to result in a Material Adverse Change.

(g)The Patents included in the Product Intellectual Property have all been assigned by the inventors to the Obligors (either directly or through their Subsidiaries) (“Assigned Patents”) or, to the Knowledge of Parent and its Subsidiaries, to the applicable licensor (“Licensed Patents”); either Parent, or one of its Subsidiaries, or, to the Knowledge of Parent and its Subsidiaries, the applicable licensor is currently recorded (for applications that have been filed at the United States Patent and Trademark Office), or will be recorded (for applications that are to be filed at the United States Patent and Trademark Office at National Phase entry) at the United States Patent and Trademark Office as the sole assignee of such Assigned Patents or Licensed Patents; to the Knowledge of Parent and its Subsidiaries, there are no currently asserted or unasserted claims of any persons disputing the inventorship or ownership of any of such Patents; and there are no liens, security interests or encumbrances that have been filed against any of such Patents.

Section 5.12Regulatory Matters.

(a)There are no facts or circumstances that would reasonably be expected to (A) revise or revoke any current Regulatory Approval granted by any Regulatory Authority with respect to any Included Product or (B) cause Parent or any of its Subsidiaries to voluntarily revise, withdraw or not apply for any Regulatory Approval or (C) any Regulatory Authority to pursue any material compliance actions against any Obligor.

(b)Parent and its Subsidiaries possess all Regulatory Approvals issued or required by any Regulatory Authority, which Regulatory Approvals are necessary to conduct the business relating to the Included Products as of each date this representation is made, including to conduct the current Clinical Trials relating to the Included Products, and neither Parent nor any Subsidiary has received any notice of proceedings relating to, and there are no facts or circumstances that would reasonably be expected to lead to, the revocation, suspension, termination or modification of any such Regulatory Approvals. All applications, notifications, submissions, information, claims, reports and statistics and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a Regulatory Approval from the FDA or other Regulatory Authority relating to Parent or any Subsidiary, their business operations and Included Products, when submitted to the FDA or other Regulatory Authority were true, complete and correct in all material respects as of the date of submission or any necessary or required updates, changes, corrections or modifications to such applications, submissions, information and data have been submitted to the FDA or other Regulatory Authority.  No officer or director or Affiliate, agent or consultant of Parent or any Subsidiary has (i) made an untrue statement of material fact or fraudulent statement to any Regulatory Authority or failed to disclose a material fact required to be disclosed to a Regulatory Authority; or (ii) committed an act, made a statement, or failed to make a statement that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” set forth in 56 Fed. Reg. 46191 (September 10, 1991).

(c)Non-clinical investigations and Clinical Trials conducted on behalf of Parent, its Affiliates or, to the Knowledge of Parent and its Subsidiaries, any Licensee relating to each Included Product were conducted in all material respects in compliance with applicable laws and in accordance with experimental protocols, procedures and controls pursuant to, where applicable, accepted professional and scientific standards. The descriptions and the results of such trials provided to Purchaser Agent are accurate in all material respects. Neither Parent, any Subsidiary or Affiliate thereof nor, to the Knowledge of Parent and its Subsidiaries, any Licensee has received any notices, correspondence or communication from any Regulatory Authority or comparable authority (including any independent data monitoring committee or

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similar oversight body) requiring or recommending the termination, suspension, or modification or clinical hold of any Clinical Trials conducted by or on behalf of Parent or its Affiliates or Licensees with respect to any Included Product.

(d)Neither Parent, any of its Affiliates nor, to the Knowledge of Parent and its Subsidiaries, any Licensee have received any notices from, or had any written or oral communications with, (i) any Governmental Authority or (ii) any pricing and reimbursement representative of any Person, in each case exercising authority with respect to pricing and reimbursement for the Included Products, that have resulted in, or would reasonably be expected to result in, any non-coverage decision in respect of, or material reduction in the expected pricing of, the Included Products.

(e)All manufacturing operations conducted by or on behalf of Parent, its Affiliates and, to the Knowledge of Parent and its Subsidiaries, any Licensee relating to the Included Products have been and are being conducted in compliance with current good manufacturing practices set forth in 21 C.F.R. Parts 210, 211, 600 and 820 and applicable FDA guidance documents, EudraLex, The Rules Governing Medicinal Products in the European Unition, Volume 4, EU Guidelines for Good Manufacturing Practice for Medicinal Products for Human and Veterinary Use, and any other applicable current good manufacturing practices in all material respects.  Without limiting the generality of the foregoing, with respect to any Included Product being tested or manufactured by Parent and its Subsidiaries, neither Parent nor any Subsidiary has received any written notice from any applicable Governmental Authority (including the FDA) that such Governmental Authority is conducting an investigation or review of (i) Parent and its Subsidiaries’ (or any third party contractors therefor) manufacturing facilities and processes for manufacturing such Included Product or the marketing and sales of such Included Product, in each case which have identified any material deficiencies or violations of any Requirement of Law or any permit related to the manufacture, marketing and/or sales of such Included Product that, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, or (ii) any such Regulatory Approval that could be reasonably expected to result in a revocation or withdrawal of such Regulatory Approval, nor has any such Governmental Authority issued any order or recommendation stating that the development, testing, manufacturing, marketing or sales of such Included Product by Parent and its Subsidiaries should cease or that such Included Product should be withdrawn from the marketplace. Neither Parent nor any Subsidiary of Parent has experienced any significant failures in the manufacturing of any Included Product for commercial sale that has had or could reasonably be expected to have, if such failure occurred again, a Material Adverse Change.

(f)Neither Parent nor any Subsidiary has received from the FDA, a Warning Letter, Form FDA-483, “Untitled Letter,” or similar written correspondence or notice alleging violations of laws and regulations enforced by the FDA, or any comparable correspondence from any other Governmental Authority with regard to any Included Product or the manufacture, processing, packaging or holding thereof, the subject of which communication is unresolved and if determined adversely to Parent or such Subsidiary could reasonably be expected to result in a Material Adverse Change.

(g)(i) there have been no safety notices with respect to the Included Products, (ii) to the Knowledge of Parent and its Subsidiaries, there are no unresolved material product complaints with respect to the Included Products which could reasonably be expected to result in a Material Adverse Change, and (iii) to the Knowledge of Parent and its Subsidiaries, there are no facts that would be reasonably likely to result in (A) a material safety notice with respect to the Included Products or (B) a material change in the current or expected labeling of any of the Included Products.

(h)Parent, its Affiliates and, to the Knowledge of Parent and its Subsidiaries, each Licensee are in material compliance with all applicable federal, state and local laws and regulations regarding the privacy and security of health information and electronic transactions, including, without

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limitation, the Health Insurance Portability and Accountability Act (HIPAA), the General Data Protection Regulation (EU) 2016/679 (GDPR), and the Danish Data Protection Act, and has implemented adequate policies, procedures and training designed to assure continued compliance and to detect non-compliance. Notwithstanding the foregoing, Parent and its Affiliates and Licensees represent that none are either a covered entity or business associate under HIPAA.

(i)The Obligors have made available to the Purchasers all Regulatory Approvals and all material correspondence with Governmental Authorities (including the FDA) with respect to such Regulatory Approvals, with respect to the Included Products and all requested documents related to the Included Products in each case in the possession and control of Parent or its Subsidiaries.

(j)In the past five (5) years, none of Parent, any Subsidiary, any of their employees, officers, directors (in their capacity as such), or agents nor, to the Knowledge of Parent and its Subsidiaries, any of their vendors or independent contractors, have been convicted of, or pled nolo contendere to, a Medicare, Medicaid or state health program related criminal offense or a violation of federal or state law related to fraud, theft, embezzlement, bribery, breach of fiduciary responsibility, financial misconduct, or obstruction of an investigation of controlled substances.  None of Parent, any Subsidiary nor, to the Knowledge of Parent and its Subsidiaries, any of Parent’s or any Subsidiary’s officers, directors, employees or agents nor, to the Knowledge of Parent and its Subsidiaries, any of their vendors or independent contractors, are currently charged with or are currently being investigated for a Medicare, Medicaid or state health program related criminal offense or a violation of federal or state law related to fraud, theft, embezzlement, bribery, breach of fiduciary responsibility, financial misconduct, or obstruction of an investigation of controlled substances.  None of Parent, any Subsidiary, any of their respective officers, directors, or employees, nor, to the Knowledge of Parent and its Subsidiaries, any of their vendors or independent contractors, have been (1) debarred, excluded, suspended or otherwise limited from participation in Medicare, Medicaid or any other state health care program or any federal health care program as defined in 42 U.S.C. § 1320a-7b(f), (2) convicted of any crime for which debarment is mandated by 21 U.S.C. 335a(a) or authorized by 21 U.S.C. 335a(b), or exclusion is required pursuant to 42 U.S.C. 1320a-7b and related regulations, nor is any such debarment or exclusion threatened or pending.  Parent and each of its Subsidiaries have in place reasonable policies and procedures designed to ensure that officers, directors, shareholders, employees, agents, vendors and contractors, are not excluded, suspended debarred or otherwise limited from participation.

(k)None of Parent, any Subsidiary nor, to the Knowledge of Parent and its Subsidiaries, any Person employed by or engaged by Parent or any Subsidiary has offered, made or received, or solicited or offered, on behalf of Parent, any Subsidiary or any Person affiliated with Parent or any Subsidiary, any illegal payment or contribution of any kind, directly or indirectly, including kickbacks, bribes, rebates, payments, gifts or gratuities, to any Person (including any United States or foreign national or state or local government official, employee or agent or candidate therefor).  In the past five (5) years, there have been no false or fictitious entries made in the books or records of Parent or any Subsidiary relating to any payment prohibited by applicable law, and Parent and its Subsidiaries have not established or maintained any fund for use in making any such payments.

(l)Neither Parent nor any Subsidiary is subject to a “Deferred Prosecution Agreement”, a “Corporate Integrity Agreement”, “Certification of Compliance Agreement” or similar government-mandated consent agreement or compliance program with the U.S. Department of Justice or Office of Inspector General of the Department of Health and Human Services or other Governmental Authority, nor has any reporting obligations pursuant to any settlement agreement entered into with any Governmental Authority.

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(m)Each of Parent and its Subsidiaries (other than any such Person that has no employees) has established, and maintains, a corporate compliance program that addresses applicable Requirements of Law and the material laws of each applicable Government Authority having jurisdiction of Parent’s and/or any of its Subsidiaries’ business and operations. Neither Parent nor any of its Subsidiaries, to the best of Parent’s and its Subsidiaries’ Knowledge, have made any voluntary or involuntary self-disclosure to any Governmental Authority or representative thereof regarding any potential non-compliance with any Requirement of Law applicable to Parent’s and/or any of its Subsidiaries’ business and operations.

(n)Parent and each of its Subsidiaries has complied with all obligations under applicable Requirements of Law requiring transparency with respect to their financial relationships with health care providers, including without limitation the U.S. federal Physician Payments Sunshine Act and related implementing regulations.

Section 5.13Material Agreements.  The Obligors have made available to Purchasers true and complete copies of all Material Agreements.  Neither Parent nor any of its Subsidiaries or Affiliates is in material breach of any Material Agreement or in material default under any Material Agreement.  There is no event or circumstance that with notice or lapse of time, or both, would reasonably be expected to (a) constitute a material breach or default by Parent, Issuer and/or any of their Affiliates under any Material Agreement, (b) give any Person the right to receive or require a material rebate, chargeback or penalty or result in any material delay in the overall project delivery schedule under any Material Agreement, (c) give any Person the right to accelerate the maturity or performance of any Material Agreement or (d) give any Person the right to cancel, terminate or modify any Material Agreement. Neither Parent nor any of its Affiliates have received any written notice or, to the Knowledge of Parent and its Subsidiaries, any threat of termination of any such Material Agreement. To the Knowledge of Parent and its Subsidiaries, no other party to a Material Agreement is in material breach of or in default under such Material Agreement. All Material Agreements are valid and binding on Parent and its Affiliates (as applicable) and, to the Knowledge of Parent and its Subsidiaries, on each other party thereto, and are in full force and effect.

Section 5.14Broker Fees.  There are no brokerage commissions payable in connection with the financing described in this Agreement and the services of a broker have not been engaged by Parent or any of its Subsidiaries or any of their respective Affiliates in connection with the financing described in this Agreement.

Section 5.15Full Disclosure.  No written representation, warranty or other statement of Parent or any of its Subsidiaries in any certificate or written statement given to Purchaser Agent or any Purchaser, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements, in light of the circumstances in which they are made, given to Purchaser Agent or any Purchaser, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized that the projections and forecasts provided by the Obligors in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

Section 5.16[Reserved].

Section 5.17Insurance.  All policies of insurance maintained by or on behalf of such Obligor and its Subsidiaries are in full force and effect and are of a nature and provide such coverage as is customarily carried by businesses of the size and character of such Obligor and its Subsidiaries. All policies of insurance maintained by Parent and its Subsidiaries are correctly set forth in the Perfection Certificate.

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Section 5.18ERISA Compliance, Employee and Labor Matters.

(a)Except as could not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Change, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws and (ii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS, and, to the Knowledge of Parent and its Subsidiaries, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b)There are no pending or, to the Knowledge of Parent and its Subsidiaries, threatened, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that, either individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Change.

(c)No ERISA Event has occurred, and no Obligor nor any ERISA Affiliate is aware of any fact, event or circumstance that, either individually or in the aggregate, could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan that, either individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Change.

(d)The present value of all accrued benefits under each Pension Plan (based on those assumptions used to fund such Pension Plan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Pension Plan allocable to such accrued benefits by $250,000 or such lesser amount as required by applicable Requirements of Law.  As of the most recent valuation date for each Multiemployer Plan, the potential liability of any Obligor or any ERISA Affiliate for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans is zero.

(e)To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Change.  Neither Parent nor any of its Subsidiaries has incurred or could reasonably be expected to incur any obligation in excess of $250,000 in connection with the termination of or withdrawal from any Foreign Plan.  The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of Parent or any of its Subsidiaries, as applicable, on the basis of reasonable actuarial assumptions applicable to such plan did not exceed the current value of the property of such Foreign Plan by a material amount, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued.

(f)There are no collective bargaining agreements covering employees of any Obligor or any of its Subsidiaries other than with respect to any such Person incorporated or organized in Denmark.

Section 5.19Environmental Matters.

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(a)Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, neither such Obligor nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has Knowledge of any basis for any Environmental Liability.

(b)The operations and property of each Obligor and its Subsidiaries comply with all applicable Environmental Laws, except to the extent the failure to so comply (either individually or in the aggregate) could not reasonably be expected to result in a Material Adverse Change.

ARTICLE VI

AFFIRMATIVE COVENANTS

Each Obligor shall, and shall cause each of its Subsidiaries to, do all of the following:

Section 6.1Government Compliance.

(a)Maintain its and all its Subsidiaries’ legal existence (except as permitted pursuant to the proviso to Section 7.3) and, to the extent such concept is recognized in such jurisdictions as are applicable, good standing in their respective jurisdictions of organization or incorporation and maintain qualification in each jurisdiction in which the failure to so qualify could reasonably be expected to result in a Material Adverse Change.

(b)Comply with all Requirements of Law, the noncompliance with which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

(c)Obtain and keep in full force and effect, all of the material Governmental Approvals, including, without limitation, those from or by the FDA, the EMA, the MHRA or the DKMA, necessary for the performance by Parent and its Subsidiaries of their respective businesses and obligations under the Note Documents and the Intercompany Agreements and the grant of a security interest to Purchaser Agent for the benefit of the Secured Parties, in all of the Collateral.

Section 6.2Financial Statements, Reports, Certificates.

(a)Deliver to Purchaser Agent:

(i)as soon as available, but no later than forty-five (45) days after the last day of the first three (3) fiscal quarters of each fiscal year, (A) a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Parent and its Subsidiaries for such quarter certified by a Responsible Officer of Parent and in a form reasonably acceptable to Purchaser Agent, (B) a duly completed Compliance Certificate signed by a Responsible Officer of Parent, and (C) a reasonably detailed quarterly report setting forth, with respect to such same period, the Clinical Updates, the Regulatory Updates, the Commercial Updates, and the Intellectual Property Updates;

(ii)as soon as available, but no later than ninety (90) days after the last day of Parent’s fiscal year or within five (5) days of filing with the SEC, (A) audited consolidated financial statements of Parent and its Subsidiaries prepared under IFRS, consistently applied, together with an unqualified opinion (other than (a) a “going concern” or similar qualification or exception as to or a qualification resulting solely from the scheduled maturity of the Notes occurring within one year from the

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date such opinion is delivered and (b) any non-material qualifications arising solely as a result of a change in IFRS or change in practice or interpretation by the Danish Business Authority or other Danish Governmental Authority) on the financial statements from Parent’s auditor (provided, that if Parent’s auditor for any fiscal year is not an Approved Accounting Firm, the Obligors shall deliver a Shadow Audit to Purchaser Agent no later than ninety (90) days after the last day of such fiscal year, and for the avoidance of doubt the Obligors’ failure to timely deliver such Shadow Audit shall constitute an Event of Default), (B) a duly completed Compliance Certificate signed by a Responsible Officer of Parent, (C) a reasonably detailed quarterly report setting forth, with respect to such same period, the Clinical Updates, the Regulatory Updates, the Commercial Updates, and the Intellectual Property Updates and (D) to the extent Parent is subject to or obligated to comply with the requirements of Section 404(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, an auditor attestation, and report, on Parent’s internal controls together with Parent’s plan for addressing any material weaknesses identified therein (provided that, for the avoidance of doubt, the existence of a material weakness shall not solely in itself be considered an Event of Default);

(iii)no later than forty-five (45) days after the end of each fiscal quarter, as applicable, (A) updates to the Perfection Certificate to reflect any amendments, modifications and updates, if any, to the information in the Perfection Certificate since the Effective Date or the most recent update thereto (to the extent not covered in the Intellectual Property Update), (B) projected or anticipated material deviations from the Annual Projections previously provided in respect of the applicable fiscal year (provided, solely with respect to this clause (B) and with respect to the fourth fiscal quarter of each fiscal year, that if Parent reasonably determines, upon advice of counsel, that such delivery would constitute a violation of MAR, such delivery may be made no later than ninety (90) days after the last day of Parent’s fiscal year), and (C) a financial “DashBoard” report in the form attached hereto as Exhibit I which shall include unrestricted cash and Cash Equivalents for Parent and each of its Subsidiaries; marketable securities for Parent and each of its Subsidiaries; revenue for the reporting month and year-to-date revenue for Parent and each of its Subsidiaries; Net Sales and net revenue for each Included Product; market volume for Zegalogue and for any future Included Products granted Marketing Approval by the FDA; market share for Zegalogue and for any future Included Products granted Marketing Approval by the FDA; market access for Zegalogue and for any future Included Products granted Marketing Approval by the FDA; regional performance for Zegalogue and for any future Included Products granted Marketing Approval by the FDA; and product mix for Zegalogue and for any future Included Products granted Marketing Approval by the FDA.  The Obligors shall also provide Purchaser Agent with such additional information regarding the updates included in each such quarterly report as Purchaser Agent may reasonably request from time to time;

(iv)as soon as available after approval thereof by Parent’s Board of Directors, but no later than ninety (90) days after the last day of each of Parent’s fiscal years, Parent’s annual financial projections for the entire current fiscal year as approved by Parent’s Board of Directors (such annual financial projections as originally delivered to Purchaser Agent are referred to herein as the “Annual Projections”); provided that any revisions of the Annual Projections approved by Parent’s Board of Directors shall be delivered promptly to Purchaser Agent and in any event no later than five (5) Business Days after such approval;

(v)within five (5) days of delivery, copies of all statements, reports and notices made available to Parent’s security holders, or required to be delivered to the holders (or their agent or trustee) of Permitted Convertible Notes;

(vi)[reserved];

(vii)prompt notice (and in any event no later than five (5) Business Days) of any change to the name of Parent or any of its Subsidiaries, and concurrently with the delivery of each

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Compliance Certificate, notice of any other amendments of or other changes to the Operating Documents of Parent or any of its Subsidiaries, in each case together with any copies reflecting such applicable amendments or changes;

(viii)prompt notice (and in any event no later than five (5) Business Days) of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property;

(ix)notice of any Asset Sale Repurchase Event or Change of Control (no later than fifteen (15) days prior to the anticipated date of such event; provided, that with respect to any Change of Control being announced in accordance with section 3 or section 4 of the Danish Executive Order on Takeovers, such notice shall take place no later than three (3) days after such announcement), together with a description of such Asset Sale Repurchase Event or Change of Control event or announcement, as applicable, and copies of such documents entered into in connection with the transaction giving rise to the event as Purchaser Agent may request and in the case of Asset Sale Repurchase Event, calculations in form reasonably acceptable to Purchaser Agent of the amount of Net Proceeds, if any, arising from such Asset Sale Repurchase Event;

(x)prompt notice (and in any event no later than five (5) Business Days) of (A) the termination of any Material Agreement (other than upon the expiration thereof in accordance with its terms); (B) the receipt by Parent or any of its Subsidiaries of any material notice under any Material Agreement; (C) the entering into of any new Material Agreement by an Obligor; or (D) any material amendment to a Material Agreement;

(xi)as soon as possible, and in any event within five (5) Business Days after the occurrence of any ERISA Event that could reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Change;

(xii)as soon as possible, and in any event within five (5) Business Days after receipt thereof, true and correct copies of all Form 483s, notices of adverse finding, warning letters, untitled letters and other written correspondence or written notices from the FDA, the EMA, the MHRA, the DKMA or any other Governmental Authority having jurisdiction over the facilities or business of Parent or any of its Subsidiaries;

(xiii)promptly (and in any event no later than five (5) Business Days) following receipt thereof, copies of all non-privileged written environmental reports submitted to a Governmental Authority, whether prepared by personnel of any Obligor or by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility that could be reasonably expected to result in a Material Adverse Change or with respect to any Environmental Claims that could be reasonably expected to result in a Material Adverse Change.

(xiv)to the extent not delivered pursuant to Sections 6.2(a)(xiii) and (a)(xiv) above, within five (5) days after the same are sent or received by any Obligor or Subsidiary, copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals material to the Obligors’ business or otherwise could reasonably be expected to result in a Material Adverse Change;

(xv)if Parent or any of its Subsidiaries is not identified in the Perfection Certificate as a Registered Organization but later becomes one, notification of such occurrence and such Person’s organizational identification number within five (5) Business Days of receiving such organizational or company identification number; and

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(xvi)other information as reasonably requested by Purchaser Agent.

Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which (A) Parent posts such documents, or provides a link thereto, on Parent’s website on the internet at Parent’s website address or (B) such documents are posted on Parent’s behalf on the internet or an intranet website, if any, to which Purchaser Agent and the Purchasers have access.

(b)Promptly following the end of each fiscal quarter (but in any event no later than forty-five (45) days after the end of each of the first three fiscal quarters and ninety (90) days after the end of each fiscal year) during the Revenue Participation Period, deliver to the Purchasers a written report in the form attached hereto as Exhibit H (the “Revenue Report”) setting forth (i) the calculation of the Revenue Participation Payments payable to the Purchasers for such fiscal quarter and each other fiscal quarter in the same fiscal year identifying Net Sales and the calculation of all deductions from gross revenues to determine Net Sales; (ii) quarterly and the year-to-date Revenue Participation Payments as of the end of such fiscal quarter; and (iii) the difference of (X) the amount the Purchasers have received with respect to such fiscal quarter (and each other fiscal quarter in such fiscal year) in payments from Issuer under Section 2.2(d) in respect of the fiscal year, minus (Y) the actual Revenue Participation Payments owed to the Purchasers (the “Revenue Participation True-Up Amount”).

(c)After delivery of the financial statements pursuant to Section 6.2(a) at the request of Purchaser Agent, Parent shall cause its chief financial officer to participate in conference calls with Purchaser Agent and the Purchasers to discuss, among other things, the financial condition of each Obligor, any financial or earnings reports and the other reports delivered pursuant to this Section 6.2; provided that such conference calls shall be held during normal business hours and, so long as no Event of Default has occurred and is continuing, not more frequently than once per fiscal quarter.

(d)Keep proper books of record and account in accordance with IFRS in all material respects, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities.  Commencing with respect to the preparation of the financial statements for the fiscal year ending December 31, 2021 and at all times thereafter, Parent shall, and shall cause each of its Subsidiaries to (i) maintain effective disclosure controls and procedures as and to the extent required by Rule 13a-15 or Rule 15d-15 under the Exchange Act, and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset and liability accountability, (C) access to assets or incurrence of liability is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences.

(e)Allow, at the sole cost of the Obligors, Purchaser Agent, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its Books, to conduct a collateral audit and analysis of its operations and the Collateral and to conduct an audit of Net Sales and any Asset Sale Repurchase Event. Such audits shall be conducted no more often than once every year unless (and more frequently if) an Event of Default has occurred and is continuing.

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Section 6.3Maintenance of Properties.  (a) Maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good working order and condition (ordinary wear and tear excepted) and (b) make all necessary repairs thereto and renewals and replacements thereof, except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Change.

Section 6.4Taxes; Pensions.  Timely file and require each of its Subsidiaries to timely file (taking into account all applicable extensions), all required income and other material tax returns and similar tax reports and timely pay, and require each of its Subsidiaries to timely pay, all income and other material foreign, federal, state and local taxes, assessments, deposits and contributions owed by Parent or its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of the immediately following sentence, and shall deliver to Purchasers, as soon as reasonably practicable after demand therefor, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with the terms of such plans. Parent and each of its Subsidiaries, may defer payment of any contested taxes, provided that Parent or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Purchaser Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.”

Section 6.5Insurance.

(a)Keep Parent’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in Parent’s and its Subsidiaries’ industry and location and as Purchaser Agent may reasonably request.  Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Purchaser Agent and Purchasers.

(b)All United States-based property policies shall have a lender’s loss payable endorsement showing Purchaser Agent as lender loss payee and waive subrogation against Purchaser Agent, and all United States-based liability policies shall show, or have endorsements showing, Purchaser Agent, as additional insured.  Purchaser Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance policies providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Purchaser Agent, that it will give Purchaser Agent thirty (30) days (or in the case of non-payment, ten (10) days) prior written notice before any such policy or policies shall be materially altered or canceled; provided that, if any such provider does not agree to provide such notice, then Parent or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written notice.  At Purchaser Agent’s reasonable request, the Obligors shall deliver certified copies of policies and evidence of all premium payments.

(c)Proceeds payable under any property insurance policy in respect of Collateral shall, at Purchaser Agent’s option, be payable to Purchaser Agent, for the benefit of the Secured Parties, on account of the Obligations.  Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Issuer shall have the option of applying the proceeds of any casualty policy toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Purchaser Agent has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien), and (b) after the occurrence and during the continuance of an Event of Default, all proceeds

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payable under such casualty policy shall, at the option of Purchaser Agent, be payable to Purchaser Agent, for the benefit of the Secured Parties, on account of the Obligations.

(d)If Issuer or any of its Subsidiaries (other than the SPV Entities) fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons, Purchaser Agent and/or any Purchaser may make, at Issuer’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Purchaser Agent or such Purchaser, acting reasonably, deems prudent.

Section 6.6Operating Accounts; Cash Management; U.S. Proceeds and Inventory.

(a)From and after Issuer’s exercise of the Liquidity Covenant Release Option, maintain all of the Obligors’ Collateral Accounts as Controlled Accounts; provided that, so long as all of the Obligors’ Collateral Accounts in the United States are subject to Control Agreements, Parent may maintain an amount of Cash and Cash Equivalents necessary in the reasonable judgment of the Responsible Officers to operate Parent’s business in the ordinary course in Collateral Accounts in the Kingdom of Denmark that are not Controlled Accounts.

(b)Provide Purchaser Agent five (5) days’ prior written notice before any Obligor or any of its Subsidiaries establishes any Collateral Account at or with any Person other than the institutions identified to Purchaser Agent in the Perfection Certificate delivered by the Obligors on or prior to the Effective Date.  In addition, for each Collateral Account that an Obligor or any of its Subsidiaries (other than an SPV Entity), at any time establishes after the Effective Date, such Obligor or such Subsidiary (other than an SPV Entity) shall, subject to the proviso in Section 6.6(a) and the Agreed Security Principles, cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Purchaser Agent’s Lien in such Collateral Account and/or any other relevant security interest in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or other instrument, as applicable, may not be terminated without prior written consent of Purchaser Agent.

(c)Maintain each Designated Account at all times as a segregated Deposit Account or a segregated Securities Account, as applicable, which prior to Issuer’s exercise of the Liquidity Covenant Release Option shall not be used for operating purposes and shall be maintained in compliance with Section 6.15.

(d)Maintain each U.S. Obligor’s primary operating account at all times as a Controlled Account located in the United States.

(e)Provide Purchaser Agent with read-only online access to all U.S. Deposit Accounts, Securities Accounts and Commodity Accounts of Parent and its Subsidiaries.

(f)Deliver such bank statements and other information relating to all Deposit Accounts, Securities Accounts and Commodity Accounts of Parent and its Subsidiaries as Purchaser Agent may request from time to time.

(g)At all times from and after Issuer’s exercise of the Liquidity Covenant Release Option, (i) all sales of Included Products in the United States by an Obligor or its Subsidiaries shall be made through Issuer, (ii) all Proceeds of sales of Included Products or licensing or other Transfer of Intellectual Property in the United States, in each case, received by an Obligor or its Subsidiaries shall be deposited to Controlled Accounts of Issuer located in the United States, and (iii) all Inventory of Parent and its

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Subsidiaries manufactured for sale in the United States shall be owned by Issuer and (other than work in progress Inventory or Inventory in transit) be held in the United States, and all such Inventory shall, once in the United States, be held at locations with respect to which the Obligors have delivered to Purchaser Agent duly executed bailee letters or landlord waivers, as applicable, in form and substance satisfactory to Purchaser Agent (other than in the case of Inventory with Fair Market Value that is less than Five Hundred Thousand Dollars ($500,000) in any single location or One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate in all locations).

Section 6.7Regulatory Approvals; Protection of Intellectual Property Rights.

(a)The Obligors shall, and shall cause each of its Subsidiaries to, maintain, in full force and effect in all material respects, each Regulatory Approval required to conduct their respective businesses as presently conducted; provided that such Obligor or such Subsidiary shall not be required to preserve any such Regulatory Approval if such Obligor or such Subsidiary shall determine in its reasonable good faith judgment that the preservation thereof is no longer necessary in the conduct of the Commercialization, Development or Manufacture of any Included Product (or any product which is not an Included Product).

(b)Each Obligor shall, at its sole expense, either directly or by causing any Subsidiary (other than any SPV Entity) or Licensee (subject to all restrictions and limitations contained in any applicable license agreement) to do so, use commercially reasonable efforts (including taking legal action to specifically enforce the applicable terms of any License Agreement) to prepare, execute, deliver and file any and all agreements, documents or instruments which are necessary to diligently maintain the Material Patents and any material Trademarks within the Product Intellectual Property. Each Obligor shall use commercially reasonable efforts to ensure that all Patent applications corresponding to the Material Patents are diligently prosecuted with the intent to protect the Included Products. Each Obligor shall use commercially reasonable efforts to diligently defend or assert all Intellectual Property owned by or licensed to such Obligor and relating to the Included Products against infringement or interference by any other Persons, and against any claims of invalidity or unenforceability (including, without limitation, by bringing any legal action for infringement or defending any claim of invalidity or action of a Third Party for declaratory judgment of non-infringement or non-enforceability), except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change. Each Obligor shall not, and shall use its commercially reasonable efforts to cause any Licensee (subject to all restrictions and limitations contained in any applicable license agreement) not to, disclaim or abandon, or fail to take any action necessary to prevent the disclaimer or abandonment of, the Material Patents or any material Trademarks within the Product Intellectual Property, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

(c)In the event that any Obligor becomes aware that any Included Product infringes or violates any Intellectual Property that is owned or controlled by a Third Party, such Obligor shall use commercially reasonable efforts to attempt to secure the right to use such intellectual property on behalf of itself and any affected Licensee, as applicable, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

(d)Each Obligor shall directly, or through a Subsidiary or Licensee (subject to all restrictions and limitations contained in any applicable license agreement), take any and all actions and prepare, execute, deliver and file any and all agreements, documents or instruments to secure and maintain, all applicable Regulatory Approvals, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

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(e)In the event that any Obligor or any of its Subsidiaries (other than any SPV Entity) acquires Intellectual Property during the term of this Agreement, then the provisions of this Agreement shall automatically apply thereto and any such Intellectual Property shall automatically constitute part of the Collateral under this Agreement, without further action by any party, in each case from and after the date of such acquisition (except that any representations or warranties of any Obligor shall apply to any such Intellectual Property only from and after the date, if any, subsequent to such acquisition that such representations and warranties are brought down or made anew as provided herein). For the avoidance of doubt, this Section 6.7(e) shall not supersede or replace the Obligor’s obligation to provide Intellectual Property Updates pursuant to Section 6.2(a)(iii).

Section 6.8Litigation Cooperation.  Commencing on the Effective Date and continuing through the termination of this Agreement, make available to Purchaser Agent, without expense to Purchaser Agent, each Obligor’s and each of such Obligor’s officers, employees and agents and Books, to the extent that Purchaser Agent or any Purchaser may reasonably deem them necessary to prosecute or defend any third-party suit or proceeding instituted by or against Purchaser Agent or any Purchaser with respect to any Collateral or relating to Parent or any of its Subsidiaries.

Section 6.9Notices of Litigation and Default.

(a) Issuer will give prompt written notice to Purchaser Agent of any litigation or governmental proceedings pending or threatened (in writing) against Parent or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Parent or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more or which could reasonably be expected to result in a Material Adverse Change.

(b)Without limiting or contradicting any other more specific provision of this Agreement, promptly (and in any event within three (3) Business Days) upon any Obligor becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Issuer shall give written notice to Purchaser Agent of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

Section 6.10Landlord Waivers; Bailee Waivers.  In the event that any Obligor, after the Effective Date, intends to add any new offices or business locations, then, in the event that the new location is the chief executive office of such Obligor, such Obligor shall use commercially reasonable efforts to obtain a landlord waiver from such landlord in form and substance reasonably satisfactory to Purchaser Agent.

Section 6.11Material Agreements(a).

(a)Each of Parent, Issuer and their respective Affiliates shall comply with all material terms and conditions of and fulfill all of its material obligations under all Material Agreements. Upon the occurrence of a material breach of any Material Agreements by any other party thereto, Parent or Issuer, as applicable, shall seek to enforce all of their (and cause their respective Affiliates to seek to enforce all of their) rights and remedies thereunder.

(b)Neither Parent nor any of its Subsidiaries shall, without the prior consent of Purchaser Agent (not to be unreasonably withheld, conditioned or delayed), (i) enter into any amendment or waiver to or modification of any Material Agreement that, either individually or in the aggregate, could reasonably be expected to impair the rights and remedies of Purchaser Agent and the Purchasers, (ii) enter into any material amendment or waiver to or material modification of any Material Agreement, take or omit

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to take any action that results in the termination of any Material Agreement or permit a Material Agreement to be terminated by any counterparty thereto prior to its stated date of expiration or (iii) enter into any Restricted License.

(c)Neither Parent nor Issuer shall amend, modify or waive any provision of or terminate any Intercompany Agreement without the prior consent of Purchaser Agent.

Section 6.12Creation/Acquisition of Subsidiaries.  In the event any Obligor creates or acquires any Subsidiary, Issuer shall provide prior written notice to Purchaser Agent of the creation or acquisition of such new Subsidiary and the Obligors shall promptly (and in any case within thirty (30) days of such formation or acquisition), subject to the Agreed Security Principles, take all such action as may be reasonably required by Purchaser Agent or any Purchaser to cause each such Subsidiary (other than any Excluded Subsidiary) to guarantee the Obligations of Issuer under the Note Documents and grant a continuing pledge and security interest in and to the assets of such Subsidiary substantially as described on Exhibit A-1 hereto (including, without limitation, the execution and delivery of Guarantee Assumption Agreement, supplement(s) to Foreign Collateral Documents, officer’s certificate and, if requested by Purchaser Agent, an opinion of counsel, in each case to the extent consistent with the Agreed Security Principles); and the applicable Obligor shall grant and pledge to Purchaser Agent, for the benefit of the Secured Parties, a perfected security interest in the Shares owned by it in such newly created or acquired Subsidiary (other than an SPV Entity); provided, however, that any foreign guarantees (including any Guarantee Assumption Agreement by a foreign Subsidiary), foreign security and pledge of foreign Shares shall be limited or not required as, and to the extent, set forth in the Agreed Security Principles.

Section 6.13Pari Passu Ranking.  Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Secured Party against it under the Note Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to such Obligor.

Section 6.14Employee and Pension Matters.

(a)The Obligors shall ensure that all pension schemes operated by or maintained for the benefit of members of Parent and its Subsidiaries and/or any of their employees are fully funded and operated in accordance with applicable law, that all pension remittances for members of Parent and its Subsidiaries and/or any of their employees are made in accordance with applicable law, and that no action or omission is taken by any member of Parent and its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to result in a Material Adverse Change (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any Obligor or Subsidiary ceasing to employ any member of such a pension scheme).

(b)Issuer, on behalf of the Obligors, shall deliver to Purchaser Agent (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or any Subsidiary), actuarial reports in relation to all pension schemes mentioned in clause (a) above and (ii) prompt notification of any material change in the rate of contributions to any pension schemes mentioned in clause (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).

Section 6.15Minimum Liquidity.  At all times prior to Issuer’s exercise of the Liquidity Covenant Release Option, Issuer and its Subsidiaries shall maintain Liquidity of not less than the total of (X) One Hundred Million Dollars ($100,000,000) minus (Y) the sum of Aggregate Asset Sale Repurchase Amounts paid in cash to the Purchasers and payments of principal made pursuant to Section 2.2(f) paid in cash to the Purchasers.

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Section 6.16Further Assurances.  Execute any further instruments and take further action as Purchaser Agent or any Purchaser reasonably requests to grant, perfect or continue Purchaser Agent’s Lien in the Collateral or to effect the purposes of this Agreement, subject to the Agreed Security Principles.

Section 6.17Use of Proceeds.  Issuer shall use the proceeds of the Notes (other than Notes issued in respect of the Third Purchase) solely as working capital, to fund Commercialization of the Included Products in the United States and to fund its general business requirements in accordance with the provisions of this Agreement, and not for personal, family, household or agricultural purposes. Any Notes issued on any Third Purchase Date shall be used by Issuer solely to fund Permitted Acquisitions and costs and expenses payable in connection therewith.

ARTICLE VII

NEGATIVE COVENANTS

Each Obligor shall not, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of the Required Purchasers:

Section 7.1Transfers.  Convey, sell, lease, license (including by way of covenants not to ▇▇▇), transfer, assign, contribute or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its assets, business or property, or permit any of its Subsidiaries to issue any Equity Interests (other than to an Obligor and other than an SPV Entity issuing new shares subscribed for by its direct parent company), except for (a) Transfers of Inventory in the ordinary course of business; (b) Transfers of Equipment, Inventory and other Goods that are worn out, surplus or obsolete; (c) Transfers from a Subsidiary of an Obligor to an Obligor or from one Obligor to another Obligor, provided that any assets so Transferred will continue to be subject to a first priority (subject to Permitted Priority Liens) security interest in favor of Purchaser Agent and Transfers from Full Obligors to Limited Guarantors shall be for Fair Market Value cash consideration; (d) Transfers consisting of Permitted Liens, Permitted Investments and Permitted Licenses; (e) the use of Cash in the ordinary course of business in a manner not otherwise prohibited by this Agreement, and for Permitted Acquisitions and Permitted Investments; and (f) any Transfer of Specified Assets or Transfer or issuance of the Equity Interests of any Subsidiary whose sole assets are Specified Assets; provided that, in the case of this clause (f), (i) no Default or Event of Default has occurred and is continuing or would reasonably be expected to occur as a result of such Transfer, (ii) the Obligor or the applicable Subsidiary receives the consideration for such Transfer equal to the Fair Market Value of the asset subject to such Transfer, (iii) at least 75% of the consideration is, or will be when paid, in the form of Cash, (iv) Cash consideration in respect of such Transfer shall be paid to a Controlled Account and (v) the Net Proceeds thereof will be applied in accordance with Section 2.2(c).  No Obligor nor any of its Subsidiaries shall make any Transfer to any SPV Entity other than Investments permitted pursuant to clauses (e) and (k) of the definition of “Permitted Investments.”

Section 7.2Changes in Business, Management, Ownership, or Business Locations.  (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses engaged in by Parent and such Subsidiary, as applicable, as of the Effective Date or reasonably related thereto; or (b) liquidate or dissolve (other than as permitted pursuant to the proviso to Section 7.3).  No Obligor shall, without at least ten (10) days’ prior written notice to Purchaser Agent: (A) add any new offices or locations (unless such new offices or locations are not the chief executive office of Parent or any Subsidiary), (B) change its jurisdiction of organization or incorporation, (C) change its organizational structure or type, (D) change its legal name, or (E) change any organizational or company number (if any) assigned by its jurisdiction of organization or incorporation.  From and after Issuer’s exercise of the Liquidity Covenant Release Option, no Obligor shall, without at least ten (10) days’ prior written notice to Purchaser Agent, add any new offices or locations where Inventory owned by Issuer (other than work in progress Inventory or Inventory in transit) is held, other than in compliance with Section 6.6(g) and Section 6.10.

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Section 7.3Mergers or Acquisitions.  Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the Equity Interests or property of another Person; provided that, (a) any Obligor may effect such a transaction to the extent (i) it qualifies as a Permitted Acquisition, (ii) the Purchasers have approved in writing in their sole discretion, or (iii) it qualifies as an Asset Sale Repurchase Event permitted pursuant to Section 7.1, and (b) an Obligor or a direct or indirect Subsidiary of an Obligor may merge, consolidate, liquidate or dissolve into (or, in the case of liquidation or dissolution, with assets being distributed to) another Obligor or direct or indirect Subsidiary of an Obligor (provided that (W) if any such Person is Issuer, Issuer is the surviving legal entity, (X) if any such Person is an Obligor, the surviving Person shall be an Obligor, (Y) if any such Person is a Full Obligor, the surviving Person shall be a Full Obligor, and (Z) in the case of a merger or dissolution of any SPV Entity into an Obligor, no liabilities or obligations of such SPV Entity shall be assumed, whether by merger or otherwise, by such Obligor), in each case so long as no Event of Default is occurring prior thereto or arises as a result therefrom.  Without limiting the foregoing, no Obligor shall, without Purchaser Agent’s prior written consent (not to be unreasonably withheld, delayed or conditioned), enter into any legally binding contractual arrangement with any Person to attempt to facilitate a merger or acquisition of any Obligor, unless (i) no Event of Default exists when such agreement is entered into, and (ii) such agreement does not give such Person the right to claim any fees, payments or damages from any Obligor in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) prior to the repayment of the Obligations.

Section 7.4Indebtedness.  Create, incur, assume, or be liable for any Indebtedness, other than Permitted Indebtedness.

Section 7.5Encumbrance.  Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, except for Permitted Liens, or permit any Collateral not to be subject to the first priority (subject to Permitted Priority Liens) security interest granted herein (except to the extent expressly not required pursuant to  the terms of the Note Documents or to the extent otherwise provided in the Agreed Security Principles), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Purchaser Agent, for the benefit of the Secured Parties) with any Person which directly or indirectly prohibits or has the effect of prohibiting Parent, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Parent’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Section 7.6[Reserved].

Section 7.7Distributions; Investments.

(a)Pay any dividends (other than dividends payable solely in Equity Interests of Parent) or make any distribution or payment in respect of or redeem, retire or purchase any Equity Interests (other than, in all cases, Permitted Distributions).

(b)Directly or indirectly make any Investment other than Permitted Investments.

Section 7.8Transactions with Affiliates.  Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Parent or any of its Subsidiaries, except for (i) transactions that are in the ordinary course of Parent’s or such Subsidiary’s business, upon fair, customary and reasonable terms that are no less favorable to Parent or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person, (ii) issuances or sales of equity securities (including warrants) of Parent (other than Disqualified Equity Interests) on fair, customary and reasonable terms, in accordance with the provisions of the Danish Companies Act,  (iii) fair, customary and reasonable

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compensation and other benefits arrangements (including retirement, health, stock option, warrants, restricted stock units and other benefit plans and indemnification arrangements approved by the relevant board of directors, board of managers, general meeting or equivalent corporate body) with Parent’s and its Subsidiaries’ employees, officers, directors and managers approved by Parent’s or such Subsidiary’s board of directors or general meeting, and (iv) transactions among Obligors (provided that transaction between any Full Obligor and Limited Guarantor shall be on fair, customary and reasonable terms to the Full Obligor).

Section 7.9Permitted Convertible Notes.  (a) Issue any Permitted Convertible Notes to any Distressed Debt Investor or any investor listed on the Disqualified Lender List attached hereto as Schedule 13.1, (b) Repurchase or redeem (or call for redemption) any Permitted Convertible Notes or settle any conversions of any Permitted Convertible Notes in cash (other than cash in lieu of fractional shares), or (c) amend any provision in any document relating to the Permitted Convertible Notes which would increase the amount thereof, accelerate the principal or other payment in respect thereof, increase the interest rate or premiums payable thereon, add any financial or operating covenants, or adversely affect the subordination thereof to Obligations owed to the Purchasers.

Section 7.10Compliance with Laws.

(a)Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, and/or under any other similar applicable law in any relevant jurisdiction, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any issuance of Notes for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur which could reasonably be expected to result in a Material Adverse Change; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; or withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any Plan which would reasonably be expected to result in any liability of Parent or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority, and which would reasonably be expected to result in a Material Adverse Change.

(b)Cause or suffer to exist (a) any event that could result in the imposition of a Lien with respect to any Plan any similar Lien under applicable law in the relevant jurisdictions or (b) any other ERISA Event that, in the aggregate, could reasonably be expected to result in a Material Adverse Change.

(c)Take (or omit to take) any action to the extent that doing so will, or is reasonably likely to, result in an Obligor or any of its Subsidiary being an AIF or an AIFM.

(d)Purchaser Agent hereby notifies Parent and each of its Subsidiaries that pursuant to the requirements of Anti-Terrorism Laws and Anti-Corruption Laws, and Purchaser Agent’s policies and practices, Purchaser Agent is required to obtain, verify and record certain information and documentation that identifies Parent and each of its Subsidiaries and their principals, which information includes the name and address of Parent and each of its Subsidiaries and their principals and such other information that will allow Purchaser Agent to identify such party in accordance with Anti-Terrorism Laws and/or Anti-Corruption Laws.

(e)Neither Parent nor any of its Subsidiaries shall, nor shall Parent or any of its Subsidiaries permit any Affiliate to, directly or indirectly, knowingly enter into any documents, instruments,

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agreements or contracts with any Sanctioned Person.  Parent and each of its Subsidiaries shall immediately notify Purchaser Agent if Parent or such Subsidiary has Knowledge that Parent, or any Subsidiary or Affiliate of Issuer, is a Sanctioned Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering.  Neither Parent nor any of its Subsidiaries shall, nor shall Parent or any of its Subsidiaries, permit any Affiliate to, directly or indirectly, (i) conduct any unauthorized business or engage in any unauthorized transaction or dealing with any Sanctioned Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Sanctioned Person, (ii) deal in, or otherwise engage in any unauthorized transaction relating to, any property or interests in property blocked or Sanctioned pursuant to any Sanctions (including Executive Order No. 13224 or any similar executive order), other Anti-Terrorism Law or other Anti-Corruption Laws, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Sanctions, Anti-Terrorism Law, or Anti-Corruption Laws.

(f)Each Obligor will comply, and shall cause each of its Subsidiaries and all other Persons, if any, on or occupying any Facilities to comply, with all Environmental Laws. If Purchaser Agent at any time has a reasonable basis to believe that there is any material violation by an Obligor of any Environmental Law, each Obligor will, and will cause each Subsidiary to, (i) cause the performance of such environmental audits and testing, and preparation of such environmental reports, at Issuer’s sole cost and expense, as Purchaser Agent may from time to time reasonably request with respect to any parcel of real property subject to a Note Document that is a mortgage, deed of trust or similar instrument, which shall be conducted by Persons reasonably acceptable to Purchaser Agent and shall be in form and substance reasonably acceptable to Purchaser Agent, and (ii) permit Purchaser Agent or its representatives to have access to all such real property for the purpose of conducting, at Issuer’s sole cost and expense, such environmental audits and testing as Purchaser Agent shall reasonably deem appropriate.

(g)Each Obligor will not, and will not permit any of its Subsidiaries to, use, generate, manufacture, install, treat, release, store or dispose of any Hazardous Material, except in compliance with all applicable Environmental Laws or where the failure to comply could not reasonably be expected to result in a Material Adverse Change.

ARTICLE VIII

EVENTS OF DEFAULT

Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

Section 8.1Payment Default.

(a)Issuer fails to (i) make any payment of principal on any Notes on its due date, or (ii) make any payment of interest on any Notes or pay any Revenue Participation Payment within two (2) Business Days of when such payment is due; or

(b)Issuer fails to pay any other Obligations within five (5) Business Days after such Obligations are due and payable (which five (5) Business Day grace period shall not apply to payments due on the Maturity Date or the date of acceleration pursuant to Section 9.1(a) hereof).

Section 8.2Covenant Default.

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(a)Parent or any of its Subsidiaries fails or neglects to perform any obligations in Section 3.6, 6.1, 6.2, 6.6, 6.7, 6.9, 6.11, 6.12 or 6.15 or violates any covenant in Article VII; or

(b)Parent, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Note Documents and Intercompany Agreements, and as to any Default (other than those specified in this Article VIII) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the Default within fifteen (15) Business Days after the occurrence thereof; provided that if the Default cannot by its nature be cured within the fifteen (15) Business Day period or cannot after diligent attempts by Issuer be cured within such fifteen (15) Business Day period, and such Default is likely to be cured within a reasonable time, then Issuer shall have an additional period (which shall not in any case exceed thirty (30) days or such longer period as Purchaser Agent may agree in its sole discretion) to attempt to cure such Default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Notes shall be purchased during such cure period).  Grace periods provided under this Section 8.2(b) shall not apply, among other things, to financial covenants or any other covenants set forth in Section 8.2(a) above.

Section 8.3Material Adverse Change.  A Material Adverse Change occurs.

Section 8.4Attachment; Levy; Restraint on Business.

(a)(i) The service of process seeking to attach, by trustee or similar process, any funds of Parent or any of its Subsidiaries or of any entity under control of Parent or its Subsidiaries on deposit with any bank or other institution at which Parent or any of its Subsidiaries maintains a Collateral Account, or (ii) a notice of lien, levy, or assessment is filed against Parent or any of its Subsidiaries or their respective assets by any government agency, or any analogous process in any jurisdiction and the same under subclauses (i) and (ii) hereof are not, in the case of United States Matters, within twenty (20) days, or otherwise, within forty-five (45) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided that, no Notes shall be purchased during any such applicable cure period; and

(b)(i) Any material portion of Parent’s or any of its Subsidiaries’ assets is attached, expropriated, sequestrated, seized, levied on, or comes into possession of a trustee or receiver or any analogous process in any jurisdiction, or (ii) any court order enjoins, restrains, or prevents Parent or any of its Subsidiaries from conducting any material part of its business.

Section 8.5Insolvency.  (a) Parent or any of its Subsidiaries is or becomes Insolvent; (b) Parent or any of its Subsidiaries begins an Insolvency Proceeding; (c) an Insolvency Proceeding is begun against Parent or any of its Subsidiaries and not dismissed or stayed within forty-five (45) days; or (d) a moratorium is declared in respect of any indebtedness of any Obligor and for the avoidance of doubt, if a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

Section 8.6Other Agreements.  There is a default in any agreement to which Parent or any of its Subsidiaries is a party with a third party or parties (a) that could entitle or permit such third party or parties, after the giving of notice or the expiration of any applicable grace periods, to accelerate the maturity of any Indebtedness in an aggregate amount in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) (even if such third party is restricted from accelerating the maturity of such Indebtedness, including pursuant to the terms of a subordination or other similar agreement) or (b) that could reasonably be expected to result in a Material Adverse Change.

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Section 8.7Judgments.  One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least Two Million Five Hundred Thousand Dollars ($2,500,000) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Parent or any of its Subsidiaries and shall remain unsatisfied, unvacated or unstayed for a period of twenty (20) Business Days after the entry thereof.

Section 8.8Misrepresentations.  Parent or any of its Subsidiaries or any Responsible Officer acting for Parent or any of its Subsidiaries makes any representation, warranty, or other written statement now or later in this Agreement, any Note Document, any Intercompany Agreement or in any writing delivered to Purchaser Agent and/or Purchasers or to induce Purchaser Agent and/or the Purchasers to enter this Agreement, any Note Document or any Intercompany Agreement, and such representation, warranty, or other written statement is incorrect in any material respect when made.

Section 8.9Permitted Convertible Notes.  A default, breach or other event that could trigger any mandatory repurchases or redemptions occurs under the indenture or such other document governing the terms of the Permitted Convertible Notes, whether or not such default or breach that would allow the holders or the trustee (on behalf of the holders) to declare an event of default or accelerate the Indebtedness under the Permitted Convertible Notes or the holders or the trustee (on behalf of the holders) has required Parent to repurchase or redeem the Permitted Convertible Notes pursuant to such event.

Section 8.10Guaranty. (a) Any Guaranty terminates or ceases for any reason to be in full force and effect; (b) any circumstance described in Section 8.3, 8.4, 8.5, 8.7 or 8.8 occurs with respect to any Guarantor, or (c) the liquidation, winding up, or termination of existence of any Guarantor (except as expressly permitted by Section 7.3(b)).

Section 8.11Governmental Approvals.  Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner, or not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non-renewal has resulted in or could reasonably be expected to result in a Material Adverse Change.

Section 8.12Lien Priority.  Any Lien created hereunder or by any other Note Document shall at any time fail to constitute a valid and, to the extent required to be perfected, perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Priority Liens.

Section 8.13Delisting.  The ordinary shares of Parent or ADS are delisted from the Nasdaq Global Select Market or Nasdaq Copenhagen (A) because of failure to comply with continued listing standards thereof or (B) due to a voluntary delisting which results in such shares and/or ADS, as applicable, not being listed on the Nasdaq Global Select Market, Nasdaq Global Market, the Nasdaq Capital Market, Nasdaq Copenhagen or The New York Stock Exchange.

Section 8.14Adverse Regulatory Event.  An Adverse Regulatory Event occurs that, individually or when taken together with each other Adverse Regulatory Event that has occurred since the Effective Date, results in fines, penalties, damages or losses (including lost revenue) in excess of $5,000,000.

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ARTICLE IX

RIGHTS AND REMEDIES

Section 9.1Rights and Remedies.

(a)Upon the occurrence and during the continuance of an Event of Default, Purchaser Agent may, and at the written direction of Required Purchasers shall, without notice or demand, do any or all of the following: (i) deliver notice of the Event of Default to Issuer, (ii) by notice to Issuer declare the Repayment Amount and all other Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs the Repayment Amount and all other Obligations shall be immediately due and payable without any action by Purchaser Agent or the Purchasers) or (iii) by notice to Issuer suspend or terminate the Commitments (but if an Event of Default described in Section 8.5 occurs all Commitments shall be immediately terminated without any action by Purchaser Agent or the Purchasers).

(b)Without limiting the rights of Purchaser Agent and the Purchasers set forth in Section 9.1(a) above, upon the occurrence and during the continuance of an Event of Default, Purchaser Agent shall have the right at the written direction of the Required Purchasers, without notice or demand, to do any or all of the following:

(i)foreclose upon and/or sell or otherwise liquidate, the Collateral;

(ii)apply to the Obligations any (a) balances and deposits of Issuer that Purchaser Agent or any Purchaser holds or controls, or (b) any amount held or controlled by Purchaser Agent or any Purchaser owing to or for the credit or the account of Issuer;

(iii)commence and prosecute an Insolvency Proceeding or consent to any Obligor commencing any Insolvency Proceeding; and/or

(iv)exercise all of its rights and remedies as provided under the Foreign Collateral Documents.

(c)Without limiting the rights of Purchaser Agent and the Purchasers set forth in Sections 9.1(a) and (b) above, upon the occurrence and during the continuance of an Event of Default, Purchaser Agent shall have the right, without notice or demand, to do any or all of the following:

(i)settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Purchaser Agent considers advisable, notify any Person owing Issuer money of Purchaser Agent’s security interest in such funds, and verify the amount of such account;

(ii)make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral.  Each Obligor shall assemble the Collateral if Purchaser Agent requests and make it available in a location as Purchaser Agent reasonably designates.  Purchaser Agent may peaceably enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred.  Each Obligor grants Purchaser Agent a license to enter and occupy any of its premises, without charge by any Obligor, to exercise any of Purchaser Agent’s rights or remedies;

(iii)ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, and/or advertise for sale, the Collateral.  Purchaser Agent is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, each Obligor and each of its Subsidiaries’ labels, patents,

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copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Purchaser Agent’s exercise of its rights under this Section 9.1, each Obligor’s and each of its Subsidiaries’ rights under all licenses and all franchise agreements inure to Purchaser Agent, for the benefit of the Secured Parties;

(iv)place a “hold” on any account maintained with Purchaser Agent or the Purchasers and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

(v)demand and receive possession of any Obligor’s Books;

(vi)appoint a receiver to seize, manage and realize any of the Collateral, and such receiver shall have any right and authority as any competent court will grant or authorize in accordance with any applicable law, including any power or authority to manage the business of Parent or any of its Subsidiaries; and

(vii)subject to Sections 9.1(a) and (b), exercise all rights and remedies available to Purchaser Agent and each Purchaser under the Note Documents or at law or equity, including all remedies provided under the UCC (including disposal of the Collateral pursuant to the terms thereof).

Notwithstanding any provision of this Section 9.1 to the contrary, upon the occurrence of any Event of Default, Purchaser Agent shall have the right to exercise any and all remedies referenced in this Section 9.1 without the written consent of Required Purchasers following the occurrence of an Exigent Circumstance.  As used in the immediately preceding sentence, “Exigent Circumstance” is any event or circumstance that, in the reasonable judgment of Purchaser Agent, imminently threatens the ability of Purchaser Agent to realize upon all or any material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, or abscondment thereof, destruction or material waste thereof, or failure of Parent or any of its Subsidiaries after reasonable demand to maintain or reinstate adequate casualty insurance coverage, or which, in the judgment of Purchaser Agent, could reasonably be expected to result in a material diminution in value of the Collateral.

For the avoidance of doubt the Repayment Amount shall be due and payable at any time the Obligations become due and payable or are otherwise accelerated hereunder for any reason, whether due to acceleration pursuant to the terms of this Agreement (in which case it shall be due immediately, upon the giving of notice to Issuer in accordance with Section 9.1(a), or automatically, in accordance with the parenthetical to Section 9.1(a)(ii)), by operation of law or otherwise (including where bankruptcy filings or the exercise of any bankruptcy right or power, whether in any plan of reorganization or otherwise, results or would result in a payment, discharge, modification or other treatment of the Notes or Note Documents that would otherwise evade, avoid, or otherwise disappoint the expectations of the Purchasers in receiving the full benefit of their bargained-for Repayment Amount).  The Obligors acknowledge and agree that none of the Repayment Amount shall constitute unmatured interest, whether under section 502(b)(2) of the United States Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Purchasers receive the benefit of their bargain under the terms of this Agreement.  The Obligors acknowledge and agree that the Purchasers shall be entitled to recover the full amount of the Repayment Amount in each and every circumstance such amount is due pursuant to or in connection with this Agreement, including in the case of any Insolvency Proceeding affecting Parent or any of its Subsidiaries, so that the Purchasers shall receive the benefit of their bargain hereunder and otherwise receive full recovery as agreed under every possible circumstance, and each of the Obligors hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise.  The Obligors further acknowledge and agree, and waive any argument to the contrary, that payment of such amounts

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does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Purchasers may suffer or incur resulting from or arising in connection with any breach hereof or thereof by any Obligor shall constitute secured obligations owing to the Purchasers.

Section 9.2Power of Attorney.  Each Obligor hereby irrevocably appoints Purchaser Agent by way of security as its lawful attorney-in-fact, exercisable only upon the occurrence and during the continuance of an Event of Default, to: (a) endorse such Obligor’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign such Obligor’s or any of its Subsidiaries’ name on any invoice or ▇▇▇▇ of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Purchaser Agent determines reasonable; (d) make, settle, and adjust all claims under any Obligor’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Purchaser Agent or a third party as the UCC or any applicable law permits.  Each Obligor hereby appoints Purchaser Agent as its lawful attorney-in-fact to sign such Obligor’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Purchaser Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until Payment in Full.  Purchaser Agent’s foregoing appointment as each Obligor’s or any of its Subsidiaries’ attorney in fact, and all of Purchaser Agent’s rights and powers, coupled with an interest, are irrevocable until Payment in Full.

Section 9.3Protective Payments.  If Parent or any of its Subsidiaries fail to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Parent or any of its Subsidiaries is obligated to pay under this Agreement or any other Note Document, Purchaser Agent may obtain such insurance or make such payment, and all amounts so paid by Purchaser Agent are Reimbursable Expenses and immediately due and payable, bearing interest at the Default Rate, and secured by the Collateral.  Purchaser Agent will make reasonable efforts to provide Issuer with notice of Purchaser Agent obtaining such insurance or making such payment at the time it is obtained or paid or within a reasonable time thereafter.  No such payments by Purchaser Agent are deemed an agreement to make similar payments in the future or Purchaser Agent’s waiver of any Event of Default.

Section 9.4Application of Payments and Proceeds.  Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Obligor irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Purchaser Agent from or on behalf of any Obligor or any of its Subsidiaries of all or any part of the Obligations, and, as between the Obligors on the one hand and Purchaser Agent and Purchasers on the other, Purchaser Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Purchaser Agent may deem advisable notwithstanding any previous application by Purchaser Agent, and (b) the proceeds of any sale of, or other realization upon all or any part of the Collateral shall be applied: first, to the Reimbursable Expenses; second, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the United States Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding; and fourth, to any other indebtedness or obligations of the Obligors owing to Purchaser Agent or any Purchaser under the Note Documents.  Any balance remaining shall be delivered to applicable Obligor or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct.  In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (ii) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category.  Any reference in this Agreement to an allocation between or sharing by the Purchasers of any right, interest or obligation “ratably,” “proportionally” or in similar terms

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shall refer to Pro Rata Share unless expressly provided otherwise.  Purchaser Agent, or if applicable, each Purchaser, shall promptly remit to the other Purchasers such sums as may be necessary to ensure the ratable repayment of each Purchaser’s portion of any Note and the ratable distribution of interest, fees and reimbursements paid or made by any Obligor.  Notwithstanding the foregoing, a Purchaser receiving a scheduled payment shall not be responsible for determining whether the other Purchasers also received their scheduled payment on such date; provided that, if it is later determined that a Purchaser received more than its ratable share of scheduled payments made on any date or dates, then such Purchaser shall remit to Purchaser Agent or other Purchasers such sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Purchaser Agent.  If any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by a Purchaser in excess of its ratable share, then the portion of such payment or distribution in excess of such Purchaser’s ratable share shall be received by such Purchaser in trust for and shall be promptly paid over to the other Purchaser for application to the payments of amounts due on the other Purchasers’ claims.  To the extent any payment for the account of an Obligor is required to be returned as a voidable transfer or otherwise, the Purchasers shall contribute to one another as is necessary to ensure that such return of payment is on a pro rata basis.  If any Purchaser shall obtain possession of any Collateral, it shall hold such Collateral for itself and as agent and bailee for Purchaser Agent and other Purchasers for purposes of perfecting Purchaser Agent’s security interest therein.

Section 9.5Liability for Collateral.  So long as Purchaser Agent and the Purchasers comply with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Purchaser Agent and the Purchasers, Purchaser Agent and the Purchasers shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person.  Except as a result of Purchaser Agent’s or any Purchaser’s gross negligence or willful misconduct as determined in a final, non-appealable judgment of a court of competent jurisdiction, the Obligors bear all risk of loss, damage or destruction of the Collateral.

Section 9.6Licenses Related to Included Products.  For the purpose of enabling Purchaser Agent and Purchasers to exercise rights and remedies under this Article 9 and the other Note Documents (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, license out, convey, transfer or grant options to purchase any Collateral), each Obligor hereby grants to Purchaser Agent an irrevocable, nonexclusive, assignable license (which license may be exercised only upon the occurrence and during the continuance of an Event of Default and for the purposes of, or in connection with, the exercise of remedies under this Article 9 and the other Note Documents), without payment of royalty, return on net sales, revenue share or other compensation to Parent or any of its Subsidiaries or Affiliates, including the right to practice, use, sublicense or otherwise exploit, solely in connection with the Included Products or other items in the Collateral, any Intellectual Property owned or controlled by such Person, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof to the extent that such non-exclusive license is not prohibited by any applicable law.  Any license, sublicense or other transaction entered into by Purchaser Agent in accordance with the provisions of this Section 9.6 will be binding upon any applicable Obligor, notwithstanding any subsequent cure of an Event of Default.

Section 9.7No Waiver; Remedies Cumulative.  Failure by Purchaser Agent or any Purchaser, at any time or times, to require strict performance by the Obligors of any provision of this Agreement or any other Note Document shall not waive, affect, or diminish any right of Purchaser Agent or any Purchaser thereafter to demand strict performance and compliance herewith or therewith.  No waiver hereunder shall be effective unless signed by Purchaser Agent and the Required Purchasers and then is only effective for the specific instance and purpose for which it is given.  The rights and remedies of Purchaser Agent and the Purchasers under this Agreement and the other Note Documents are cumulative.  Purchaser

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Agent and the Purchasers have all rights and remedies provided under the UCC, any applicable law, by law, or in equity.  The exercise by Purchaser Agent or any Purchaser of one right or remedy is not an election, and Purchaser Agent’s or any Purchaser’s waiver of any Event of Default is not a continuing waiver.  Purchaser Agent’s or any Purchaser’s delay in exercising any remedy is not a waiver, election, or acquiescence.

Section 9.8Demand Waiver.  Each Obligor waives, to the fullest extent permitted by law, demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of Accounts, documents, Instruments, Chattel Paper, and guarantees held by Purchaser Agent or any Purchaser on which Parent or any Subsidiary is liable.

ARTICLE X

NOTICES; SERVICE OF PROCESS

All notices, consents, requests, approvals, demands or other communication (collectively, “Communication”) by any party to this Agreement or any other Note Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent email transmission as evidenced by a transmission confirmation sheet or server delivery confirmation notice, as applicable; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or email address indicated below.  Any of Purchaser Agent, the Purchasers or Issuer may change its mailing address or email address by giving the other party written notice thereof in accordance with the terms of this Article X.

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Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Note Document, in the manner provided for notices in this Article X. Nothing in this Agreement or any other Note Document will affect the right of any party hereto to serve process in any other manner permitted by applicable laws. Each of Parent and other Foreign Obligor hereby irrevocably appoints Zealand Pharma US, Inc. as its agent for service of process with respect to all of the Note Documents and all other related agreements to which it is a party (the “Process Agent”) and Zealand Pharma US, Inc. hereby accepts such appointment as the Process Agent and hereby agrees to forward promptly to Parent and such other Foreign Obligor, as applicable, all legal process addressed to Parent and such other Foreign Obligor, as applicable, received by the Process Agent.

ARTICLE XI

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

This Agreement and the other Note Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Note Document (except as may be expressly otherwise provided in any Note Document) shall be governed by, and construed in accordance with, the law of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).

Each Obligor, Purchaser Agent and each Purchaser each submit to the exclusive jurisdiction of the courts of the State of New York sitting in the City and County of New York and of the United States District Court of the Southern District of New York and any appellate court thereof and agrees that all claims in respect of any such action, litigation or proceeding shall be heard and determined in such state court or, to the fullest extent permitted by applicable law, in such federal court; provided that the foregoing shall not preclude Purchaser Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral.  Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS ARTICLE XI.

ARTICLE XII

GUARANTY

Section 12.1The Guarantee.  Each Guarantor hereby jointly and severally with each other Guarantor guarantees to Purchaser Agent and the Purchasers, and their successors and assigns, (i) the

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prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Notes, all fees and other amounts and Obligations from time to time owing to Purchaser Agent and the Purchasers by Issuer and each other Obligor under the Notes, this Agreement or any other Note Document and (ii) the full and prompt performance and observance by Issuer and the other Guarantors of each and all of the covenants, liabilities, obligations and agreements required to be performed or observed by such Obligors under the Notes, this Agreement or any other Note Document, in each case strictly in accordance with the terms hereof and thereof (such obligations being herein collectively called the “Guaranteed Obligations”).  Each Guarantor hereby further jointly and severally with each other Guarantor agrees that if Issuer or any other Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 12.2Obligations Unconditional.  The Guaranteed Obligations of the Guarantors are absolute and unconditional, joint and several, independent and irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of Issuer under the Notes, this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances.  Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder, which shall remain absolute and unconditional as described above:

(a)at any time or from time to time, without notice to the Guarantors, the manner, place, time for any payment, performance of or compliance with any of the Guaranteed Obligations shall be extended, amended, modified or waived;

(b)any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted or any failure, lack of diligence, omission or delay on the part of Purchaser Agent or any Purchaser to enforce, assert or exercise any right, power or remedy conferred on it thereunder;

(c)the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or

(d)any Lien or security interest granted to, or in favor of, Purchaser Agent as security for any of the Guaranteed Obligations shall fail to be perfected or any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Guaranteed Obligations;

(e)any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, liquidation, marshalling of assets and liabilities or similar events or proceedings with respect to any Obligor or any other guarantor of the Guaranteed Obligations, as applicable, or any of their respective property or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding;

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(f)any merger or consolidation of any Obligor into or with any entity, or any sale, lease or transfer of any of the assets of any Obligor or any other guarantor of the Guaranteed Obligations to any other person or entity;

(g)any change in the ownership of any Obligor or any change in the relationship between any Obligor or any other guarantor of the Guaranteed Obligations, or any termination of any such relationship;

(h)the existence of any claim, set-off or other right which any Guarantor may have at any time against any Obligor, Purchaser Agent, any Purchaser or any other Person;

(i)any failure by Purchaser Agent or any Purchaser to disclose to the Guarantors any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Obligor now or hereafter known to Purchaser Agent or any Purchaser;

(j)any obligations or liabilities the Obligors or any other guarantor of the Guaranteed Obligations owed to any Guarantor;

(k)the acceptance or the availability of any other security, collateral or guarantee, or other assurance of payment, for all or any part of the Guaranteed Obligations;

(l)any default, act or omission to act or delay of any kind (willful or otherwise) by any Obligor, Purchaser Agent, any Purchaser or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of the Guarantors’ obligations hereunder (except that the Guarantors may assert the defense of payment in full of the Guaranteed Obligations); or

(m)any notice of any sale, transfer or other disposition of any right, title or interest of Purchaser Agent or any Purchasers under the Notes, this Agreement or any other Note Document.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, notice of acceptance, notice of non-performance, nonpayment, default, acceleration, dishonor, protest and any other notices whatsoever, which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve any rights against the Guarantors with respect to or under the Notes, this Agreement or any other Note Document or any failure on the part of any Obligor, Guarantors or any other guarantor of the Guaranteed Obligations to perform or comply with any covenant, agreement, term or condition of the Notes, this Agreement or any other Note Document.  The Guarantors further expressly waive any requirement that Purchaser Agent or any Purchaser exhaust any right, power or remedy or proceed against Issuer under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or against or exhaust any security or collateral for, any of the Guaranteed Obligations.

Section 12.3Reinstatement.  The obligations of the Guarantors under this Article XII shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Issuer in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Guarantors jointly and severally agree that they will indemnify Purchaser Agent and the Purchasers on demand for all reasonable costs and expenses (including fees of counsel) incurred by such Persons in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

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Section 12.4Subrogation.  The Guarantors hereby jointly and severally agree that, until Payment in Full, they shall not exercise any right or remedy arising by reason of any performance by them of their guarantee in Section 12.1, whether by subrogation or otherwise, against Issuer or any other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.

Section 12.5Remedies. The Guarantors jointly and severally agree that, as between the Guarantors, on one hand, and Purchaser Agent and the Purchasers, on the other hand, the obligations of Issuer under the Notes, this Agreement and under the other Note Documents may be declared to be forthwith due and payable as provided in Section 9.1 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 9.1) for purposes of Section 12.1 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Issuer and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Issuer) shall forthwith become due and payable by the Guarantors for purposes of Section 12.1.

Section 12.6Instrument for the Payment of Money.  Each Guarantor hereby acknowledges that the guarantee in this Article XII constitutes an Instrument for the payment of money, and consents and agrees that Purchaser Agent and the Purchasers, at their sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to proceed by motion for summary judgment in lieu of complaint pursuant to N.Y. Civ. Prac. L&R § 3213.

Section 12.7Continuing Guarantee.  The guarantee in this Article XII is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising.

Section 12.8Rights of Contribution. The Guarantors hereby agree, as between themselves, that if any Guarantor shall become an Excess Funding Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations, each other Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence), pay to such Excess Funding Guarantor an amount equal to such Guarantor’s Fair Share (as defined below and determined, for this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations.  The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 12.8 shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Guarantor under the other provisions of this Article XII and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such obligations. For purposes of this Section 12.8, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Fair Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Fair Share of such Guaranteed Obligations and (iii) “Fair Share” means, for any Guarantor, the ratio (expressed as a percentage) of (X) the amount by which the aggregate present fair saleable value of all properties of such Guarantor (excluding any shares of stock of any other Guarantor) exceeds the amount of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder and any obligations of any other Guarantor that have been guaranteed by such Guarantor) to (Y) the amount by which the aggregate fair saleable value of all properties of all of the Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of Issuer and the Guarantors hereunder and under the other Note Documents) of all of the Guarantors, determined (I) with respect to any Guarantor that is a party hereto on the Effective Date, as of the Effective Date, and (II) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.

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Section 12.9General Limitation on Guarantee Obligations.  In any action or proceeding involving any provincial, territorial or state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 12.1 would otherwise, taking into account the provisions of Section 12.8, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 12.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, Purchaser Agent, any Purchaser or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 12.10Limitation on Obligations of Danish Guarantors and their Subsidiaries.

(a)The limitations set out in this Section 12.10 shall not apply to Parent.

(b)The Specified Obligations of any Guarantor incorporated or organized in Denmark (a “Danish Guarantor”) and its Subsidiaries shall be deemed not to be assumed (and any Lien created in relation thereto shall be limited) to the extent that the same would constitute unlawful financial assistance within the meaning of Sections 206 to 212 of the Danish Companies Act (in Danish: Selskabsloven) as amended from time to time.

(c)Without limiting the generality of paragraph (b) above, the Specified Obligations of any Danish Guarantor in respect of the obligations under the Note Documents of any Obligor which is not that Danish Guarantor or any of its Subsidiaries shall further be limited to an amount equivalent to the higher of:

(i)the Equity of that Danish Guarantor at the times (i) it is requested to make a payment under this Article XII; or (ii) of enforcement of any Lien granted by that Danish Guarantor under the Note Documents (as applicable); and

(ii)the Equity of that Danish Guarantor at the date on which it became a Guarantor,

provided that these limitations in this paragraph (c) shall only apply to obligations and liabilities of a Danish Guarantor which exceed the sum of (i) the advances under the Note Documents (if any) received by that Danish Guarantor (or any of its Subsidiaries) directly or indirectly in its capacity as intra-group borrower and (ii) interest and other costs and fees which are to be borne by that Danish Guarantor (or any of its Subsidiaries) in its capacity as borrower under a Note Document or in its capacity as intra-group borrower.

(d)For the purposes of this Section 12.10:

(i)the “Equity” of a Danish Guarantor means the equity (in Danish: egenkapital) of that Danish Guarantor calculated in accordance with applicable accounting standards, however, adjusted if, and to the extent, the book value of any asset is different than its market value; and

(ii)the “Specified Obligations” of a Danish Guarantor or its Subsidiary means its Guarantee Obligations together with any other obligations and liabilities under any Lien, guarantee, indemnity, collateral, subordination of rights and/or claims, subordination and/or turn-over of rights of recourse, application of proceeds (including mandatory prepayments) and any other means of direct or indirect financial assistance made by that Danish Guarantor (and/or any of its Subsidiaries) under any of the Note Documents.

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ARTICLE XIII

GENERAL PROVISIONS

Section 13.1Successors and Assigns.

(a)This Agreement binds and is for the benefit of the successors and permitted assigns of each party.  Issuer may not transfer, pledge or assign this Agreement or any rights or obligations under it without Purchaser Agent’s and each Purchaser’s prior written consent (which may be granted or withheld in Purchaser Agent’s and each Purchaser’s sole discretion, subject to Section 13.6).  The Purchasers have the right, without the consent of or notice to Issuer, to sell, transfer, assign, pledge, negotiate, or grant participation in (any such sale, transfer, assignment, negotiation or grant of a participation, a “Purchaser Transfer”) all or any part of, or any interest in, the Notes and the Purchasers’ obligations, rights, and benefits under this Agreement, the other Note Documents and, if any, under or in respect of, the Intercompany Agreements to any Person; provided that any such transfer, assignment, pledge, negotiation or participation shall be in a minimum amount of One Million Dollars ($1,000,000).  Issuer and Purchaser Agent shall be entitled to continue to deal solely and directly with such Purchaser in connection with the interests so assigned until Purchaser Agent shall have received and accepted an effective assignment or transfer agreement in form satisfactory to Purchaser Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding the recipient of a Purchaser Transfer as Purchaser Agent reasonably shall require.  Notwithstanding anything to the contrary, (i) no Purchaser Transfer shall be effective unless and until (A) Purchaser Agent notifies Issuer of such Purchaser Transfer and (B) the Purchaser Transfer is recorded in the Register pursuant to Section 13.1(b) (the “Purchaser Transfer Date”) and (ii) for purposes of Section 14.2 (and for purposes of the defined terms used therein), such assignee shall be deemed a “Purchaser” and references to the “Effective Date” shall be replaced with the date that such assignee acquires an interest in a Purchaser’s rights hereunder. Notwithstanding anything to the contrary contained herein, so long as no Default or Event of Default has occurred and is continuing, no Purchaser Transfer (other than a Purchaser Transfer in connection with (i) assignments by a Purchaser due to a forced divestiture at the request of any regulatory agency; or (ii) upon the occurrence of a default, event of default or similar occurrence with respect to a Purchaser’s own financing or securitization transactions) shall be permitted, without Issuer’s consent, to any Person that is not an Eligible Assignee.

(b)Purchaser Agent, acting solely for this purpose as a non-fiduciary agent of Issuer, shall maintain at its office referred to in Article X a copy of each assignment and assumption delivered to it and a register for the recordation of the names and addresses of the Purchasers, and the commitments of, and principal amounts (and stated interest) of the Obligations owing to, each Purchaser and assignee pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error, and Issuer, Purchaser Agent and each Purchaser shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of the Note Documents.  The Register shall be available for inspection by Issuer and each Purchaser, at any reasonable time and from time to time upon reasonable prior notice.  For the avoidance of doubt, (i) each Note issued pursuant to this Agreement is a registered obligation for U.S. federal income tax purposes, (ii) the right, title and interest of each Purchaser and its assignees in and to such Notes (including, for the avoidance of doubt, the right to the Repayment Amount), shall be transferable only upon notation of such transfer in the Register and (iii) no assignment thereof or participation therein shall be effective until recorded therein.  This Section 13.1(b) shall be construed so that each Note is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and Section 5f.103-1(c) of the United States Treasury Regulations.

(c)If: (i) a Purchaser assigns or transfers any of its rights or obligations under the Note Documents and, if any, under or in respect of, the Intercompany Agreements or changes its applicable

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Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the recipient of a Purchaser Transfer or Purchaser acting through its new Facility Office under Article XIV, then the recipient of the Purchaser Transfer or Purchaser acting through its new Facility Office is only entitled to receive payment under that Article XIV to the same extent as the assigning or transferring Purchaser or Purchaser acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Section 13.2Indemnification.  Issuer agrees to indemnify, defend and hold Purchaser Agent and the Purchasers and their respective directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Purchaser Agent or the Purchasers (each, an “Indemnified Person”) harmless against:  (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) asserted by any other party (including Parent or any of its Subsidiaries) in connection with, related to, following, or arising from, out of or under, (i) the transactions contemplated by the Note Documents, (ii) any Notes or the use or proposed use of the proceeds therefrom or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Obligor or any of its Subsidiaries, or any Environmental Liability related in any way to any Obligor or any of its Subsidiaries; and (b) all losses or Reimbursable Expenses incurred, or paid by Indemnified Person in connection with, related to, following, or arising from, out of or under, the transactions contemplated by the Note Documents between Purchaser Agent, and/or the Purchasers and Issuer (including reasonable attorneys’ fees and expenses), except for Claims and/or losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have directly resulted from such Indemnified Person’s gross negligence or willful misconduct.  Issuer hereby further indemnifies, defends and holds each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of Parent or any of its Subsidiaries, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Purchaser Agent or Purchasers) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted against such Indemnified Person as a result of or in connection with the transactions contemplated hereby and the use or intended use of the proceeds of the Notes except for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements directly caused by such Indemnified Person’s gross negligence or willful misconduct. This Section 13.2 shall not apply with respect to any taxes, other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

Section 13.3Time of Essence.  Time is of the essence for the performance of all Obligations in this Agreement.

Section 13.4Severability of Provisions.  Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

Section 13.5Correction of Note Documents.  Purchaser Agent and the Purchasers may correct patent errors and fill in any blanks in this Agreement and the other Note Documents consistent with the agreement of the parties.

Section 13.6Amendments in Writing; Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Note Document, no approval or consent thereunder, or any consent to any departure by Parent or any of its Subsidiaries therefrom, shall in

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any event be effective unless the same shall be in writing and signed by Parent, Issuer, Purchaser Agent and the Required Purchasers provided that:

(i)no such amendment, waiver or other modification that would have the effect of increasing or reducing a Purchaser’s Commitment or Commitment Percentage shall be effective as to such Purchaser without such Purchaser’s written consent;

(ii)no such amendment, waiver or modification that would affect the rights and duties of Purchaser Agent shall be effective without Purchaser Agent’s written consent or signature; and

(iii)no such amendment, waiver or other modification shall, unless signed by all the Purchasers directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Note or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Note; (B) postpone the date fixed for, or waive, any payment of principal of any Note or of interest on any Note (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) reduce the applicable Revenue Participation Payments or Repayment Amount; (D) change the definition of the term “Required Purchasers” or the percentage of Purchasers which shall be required for the Purchasers to take any action hereunder; (E) release all or substantially all of the Collateral, authorize the Obligors to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (E), as otherwise may be expressly permitted under this Agreement or the other Note Documents (including in connection with any disposition permitted hereunder); (F) amend, waive or otherwise modify this Section 13.6 or the definitions of the terms used in this Section 13.6 insofar as the definitions affect the substance of this Section 13.6; (G) consent to the assignment, delegation or other transfer by Issuer of any of its rights and obligations under any Note Document or release Issuer of its payment obligations under any Note Document, except, in each case with respect to this clause (G), pursuant to a merger or consolidation permitted pursuant to this Agreement; (H) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Commitment, Commitment Percentage or that provide for the Purchasers to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (I) subordinate the Liens granted in favor of Purchaser Agent securing the Obligations; or (J) amend any of the provisions of Section 13.11.  It is hereby understood and agreed that all Purchasers shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G), (H) and (I) and (J) of the preceding sentence;

(b)Other than as expressly provided for in Sections 13.6(a)(i), (ii) and (iii), Purchaser Agent may, if requested by the Required Purchasers, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Issuer.

(c)This Agreement and the Note Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.  All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Note Documents merge into this Agreement and the Note Documents.

Section 13.7Counterparts.  This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

Section 13.8Survival.  All covenants, representations and warranties made in this Agreement continue in full force and effect until Payment in Full.  The obligation of the Obligors in Section 13.2 to

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indemnify each Purchaser and Purchaser Agent, as well as the confidentiality provisions in Section 13.9 and the obligations under Section 2.5 and under Article XIV, shall survive until the statute of limitations with respect to such claim or cause of action shall have run.

Section 13.9Confidentiality.

(a)In handling any confidential information of the Obligors, the Purchasers and Purchaser Agent shall exercise the same degree of care that it exercises for their own proprietary information (but in no event less than a reasonable standard of care), but disclosure of information may be made: (i) subject to the terms and conditions of this Agreement, to the Purchasers’ and Purchaser Agent’s Subsidiaries or Affiliates, or in connection with a Purchaser’s own financing or securitization transactions and upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; (ii) to prospective transferees (other than those identified in the preceding clause (i)) or purchasers of any interest in the Notes (provided that, the Purchasers and Purchaser Agent shall, except upon the occurrence and during the continuance of an Event of Default, obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision or to similar confidentiality terms); (iii) as required by law, regulation, subpoena, or other order; (iv) to Purchasers’ or Purchaser Agent’s regulators or as otherwise required in connection with an examination or audit; (v) as Purchaser Agent reasonably considers appropriate in exercising remedies under the Note Documents; and (vi) to third party service providers of the Purchasers and/or Purchaser Agent so long as such service providers have executed a confidentiality agreement with the Purchasers and Purchaser Agent with terms no less restrictive than those contained herein.

(b)Confidential information does not include information that either: (i) is in the public domain or in the Purchasers’ and/or Purchaser Agent’s possession when disclosed to the Purchasers and/or Purchaser Agent, or becomes part of the public domain after disclosure to the Purchasers and/or Purchaser Agent; or (ii) is disclosed to the Purchasers and/or Purchaser Agent by a third party, if the Purchasers and/or Purchaser Agent does not know that the third party is prohibited from disclosing the information.

(c)Subject to the foregoing, Purchaser Agent and the Purchasers may use confidential information for any purpose, including, without limitation, for the development of client databases, reporting purposes, and market analysis. The provisions of the immediately preceding sentence shall survive the termination of this Agreement.

(d)The agreements provided under this Section 13.9 supersede all prior agreements, understanding, representations, warranties, and negotiations between the parties about the subject matter of this Section 13.9.

(e)Some of the information disclosed to Purchaser Agent and/or any Purchasers may be deemed Inside Information.  Parent covenants and agrees to inform or advise Purchaser Agent beforehand or subsequently about whether or not any particular confidential information is or could become Inside Information promptly upon Parent becoming aware such particular confidential information has or will become Inside Information.  When providing such information or advice, Parent may remind Purchaser Agent that under MAR (i) any Person with Inside Information shall be prohibited from disclosing such Inside Information to any other Person unless such disclosure is made within the normal course of the exercise of the disclosing Person's exercise of his/her employment or professions of duties in accordance with MAR, and (ii) any Person in possession of Inside Information which could be of importance to a transaction concerning shares or other securities issued by Parent shall abstain from buying or selling or inducing other Persons to buy or sell shares or other securities issued by Parent.

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Section 13.10Press Releases.  On the Effective Date, Parent shall issue a press release substantially in the form attached as Exhibit G in respect of the transactions contemplated by the Note Documents.  Each of the Obligors, on the one hand, and Purchaser Agent, on the other, shall mutually agree on any additional press releases or other public communications with respect to the transactions contemplated by the Note Documents, except for such public disclosures as the Obligors shall be required to make in accordance with applicable Requirements of Law (provided that each Obligor shall use commercially reasonable efforts to consult with Purchaser Agent reasonably in advance of such disclosure).

Section 13.11Right of Set Off.  Each Obligor hereby grants to Purchaser Agent and to each Purchaser, a lien, security interest and right of set off as security for all Obligations to Purchaser Agent and each Purchaser hereunder, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Purchaser Agent or the Purchasers or any entity under the control of Purchaser Agent or the Purchasers (including a Purchaser Agent affiliate) or in transit to any of them.  At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Purchaser Agent or the Purchasers may set off the same or any part thereof and apply the same to any Obligation of Issuer even though unmatured and regardless of the adequacy of any other collateral securing the Obligations.  ANY AND ALL RIGHTS TO REQUIRE PURCHASER AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY OBLIGOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Section 13.12Cooperation of the Obligors.  If necessary, each Obligor agrees to (i) execute any documents (including new Notes) reasonably required to effectuate and acknowledge each assignment of a Commitment or Note to an assignee in accordance with Section 13.1, (ii) make its management available to meet with Purchaser Agent and prospective participants and assignees of Commitments or Notes (which meetings shall be conducted no more often than twice every twelve months unless an Event of Default has occurred and is continuing), and (iii) assist Purchaser Agent or the Purchasers in the preparation of information relating to the financial affairs of Parent and its Subsidiaries as any prospective participant or assignee of a Commitment or Note reasonably may request. Subject to the provisions of Section 13.9, each Obligor authorizes each Purchaser to disclose to any prospective participant or assignee of a Commitment, any and all information in such Purchaser’s possession concerning Parent and its Subsidiaries and their financial affairs which has been delivered to such Purchaser by or on behalf of Issuer or any Obligor pursuant to this Agreement, or which has been delivered to such Purchaser by or on behalf of Issuer or such Obligor in connection with such Purchaser’s credit evaluation of Issuer or such Obligor prior to entering into this Agreement.

Section 13.13Representations and Warranties of the Purchasers.  Each Purchaser, severally and not jointly, represents and warrants to Issuer as of the date such Person becomes a Purchaser and as of each Purchase Date, that:

(a)Each of the Notes to be received by such Purchaser hereunder will be acquired for such Purchaser’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Notes in compliance with applicable federal and state securities laws.

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(b)Such Purchaser can bear the economic risk and complete loss of its investment in the Notes and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

(c)Such Purchaser has had an opportunity to receive, review and understand all information related to Issuer requested by it and to ask questions of and receive answers from Issuer regarding Issuer, its Subsidiaries, its business and the terms and conditions of the offering of the Notes, and has conducted and completed its own independent due diligence.

(d)Based on the information such Purchaser has deemed appropriate, it has independently made its own analysis and decision to enter into the Note Documents.

(e)Such Purchaser understands that the Notes are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Issuer in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances.  Such Purchaser understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of Issuer or the purchase of the Notes.

(f)Such Purchaser is an “accredited investor” as defined in Regulation D promulgated under the Securities Act.

(g)Such Purchaser did not learn of the investment in the Notes as a result of any general solicitation or general advertising.

Section 13.14Agency.

(a)Each Purchaser hereby irrevocably appoints Purchaser Agent to act on its behalf as Purchaser Agent hereunder and under the other Note Documents and authorizes Purchaser Agent to take such actions on its behalf, to exercise such powers as are delegated to Purchaser Agent by the terms hereof or thereof and to act as agent of such Purchaser for purposes of acquiring, holding, enforcing and perfecting all Liens granted by the Obligors on the Collateral to secure any of the Obligations, in each case together with such actions and powers as are reasonably incidental thereto.

(b)Each Purchaser hereby irrevocably appoints Purchaser Agent to act on its behalf as its Purchaser Agent (in Danish: fuldmægtig og repræsentant) in accordance with Section 18(1), cf. Section 1(2) of the Danish Capital Markets Act (in Danish: Lov om Kapitalmarkeder) hereunder and under the other Note Documents and authorizes Purchaser Agent on its behalf to:

(i)to enter into each of the Danish Collateral Documents;

(ii)to make and accept, on its behalf, all notices, declarations and documents of any kind and to take any and all actions provided for in the Danish Collateral Documents or howsoever related thereto, as Purchaser Agent may consider necessary or desirable in connection with any of the Danish Collateral Documents, including, but not limited to, to give or receive notice of any transfer or assignment by or to such Purchaser of rights and/or obligations under this Agreement, in order to perfect or protect the rights of the transferee or assignee pursuant to the Danish Collateral Documents and its interest in the security created thereunder;

(iii)to amend each of the Danish Collateral Documents; and

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(iv)to enforce and/or release (in whole or in part) the security created under each of the Danish Collateral Documents in its own name and/or on behalf of one or more named Purchasers (as per agreement with such Purchasers) if legally required; and

(v)to exercise all such rights, remedies, powers and discretions (explicitly or implicitly) delegated to or conferred upon Purchaser Agent or the Purchasers, pursuant to the Danish Collateral Documents (including to receive and hold payments on behalf of the Purchasers), together with such powers and discretions as are reasonably incidental thereto; and

(vi)take such actions, as may from time to time be authorized under or in accordance with the Danish Collateral Documents.

Each Purchaser hereby ratifies and confirms and agrees to ratify and confirm all acts and things, which Purchaser Agent may make pursuant to the authority granted to it hereby.

(c)Each Purchaser agrees to indemnify Purchaser Agent in its capacity as such (to the extent not reimbursed by the Obligors and without limiting the obligation of the Obligors to do so), according to its respective Pro Rata Share (in effect on the date on which indemnification is sought under this Section 13.14), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Purchaser Agent in any way relating to or arising out of, the Notes, this Agreement, any of the other Note Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Purchaser Agent under or in connection with any of the foregoing. The agreements in this Section 13.14 shall survive the payment of the Repayment Amount and all other amounts payable hereunder.

(d)The Person serving as Purchaser Agent hereunder shall have the same rights and powers in its capacity as Purchaser as any other Purchaser and may exercise the same as though it were not Purchaser Agent and the term “Purchaser” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each such Person serving as Purchaser Agent hereunder in its individual capacity.

(e)Purchaser Agent shall have no duties or obligations except those expressly set forth herein and in the other Note Documents.  In addition, each Purchaser acknowledges and agrees that Purchaser Agent may be limited by MAR  in disclosing certain information to the Purchasers. Without limiting the generality of the foregoing, Purchaser Agent shall not:

(i)be subject to any fiduciary or other implied duties, regardless of whether any Default or any Event of Default has occurred and is continuing;

(ii)have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Note Documents that Purchaser Agent is required to exercise as directed in writing by any Purchaser; provided that Purchaser Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Purchaser Agent to liability or that is contrary to any Note Document or applicable law; and

(iii)except as expressly set forth herein and in the other Note Documents, have any duty to disclose, and Purchaser Agent shall not be liable for the failure to disclose, any information relating to Issuer or any of its Affiliates that is communicated to or obtained by any Person serving as Purchaser Agent or any of its Affiliates in any capacity.

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(f)Purchaser Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Purchasers or as Purchaser Agent shall believe in good faith shall be necessary, under the circumstances or (ii) in the absence of its own gross negligence or willful misconduct.

(g)Purchaser Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Note Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Note Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Purchaser Agent.

(h)Purchaser Agent may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties.  In the absence of its gross negligence or willful misconduct, Purchaser Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Purchaser Agent and conforming to the requirements of this Agreement or any of the other Note Documents.  Purchaser Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Purchaser Agent hereunder or under any Note Documents in accordance therewith.  Purchaser Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction.  Purchaser Agent shall not be under any obligation to exercise any of the rights or powers granted to Purchaser Agent by this Agreement and the other Note Documents at the request or direction of the Required Purchasers unless Purchaser Agent shall have been provided by the Purchasers with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or direction.

(i)Purchaser Agent may resign at any time by delivering notice of such resignation to the Purchasers and Issuer, effective on the date set forth in such notice (not to be less than ten (10) Business Days after the date of such notice) or, if no such date is set forth therein, upon the thirtieth (30^th) date following the date such notice is sent by the Purchaser Agent, it shall be effective.  If Purchaser Agent delivers any such notice, or if Purchaser Agent becomes insolvent or bankrupt, the Required Purchasers shall (after consultation with Issuer) have the right to appoint a successor Purchaser Agent that is an Eligible Assignee (or otherwise consented to by the Issuer in writing).  If, within 30 days after the retiring Purchaser Agent having given notice of resignation, no successor Purchaser Agent has been appointed by the Required Purchasers that has accepted such appointment, then the retiring Purchaser Agent may, on behalf of the Purchasers, appoint a successor Purchaser Agent from among the Purchasers.  Each appointment under this Section 13.14(i) shall be subject to the prior consent of Issuer, which may not be unreasonably withheld, delayed or conditioned but shall not be required during the continuance of an Event of Default.  Effective immediately upon its resignation, (i) the retiring Purchaser Agent shall be discharged from its duties and obligations under the Note Documents, (ii) the Purchasers shall assume and perform all of the duties of Purchaser Agent until a successor Purchaser Agent shall have accepted a valid appointment hereunder, (iii) the retiring Purchaser Agent shall no longer have the benefit of any provision of any Note Document other than with respect to any actions taken or omitted to be taken while such retiring Purchaser Agent was, or because such Purchaser Agent had been, validly acting as Purchaser Agent under the Note Documents and

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(iv) subject to its rights under Section 13.14, the retiring Purchaser Agent shall take such action as may be reasonably necessary to assign to the successor Purchaser Agent its rights as Purchaser Agent under the Note Documents.  Effective immediately upon its acceptance of a valid appointment as Purchaser Agent, a successor Purchaser Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Purchaser Agent under the Note Documents.

(j)Notwithstanding the foregoing, in respect of any of the Danish Collateral Documents, Purchaser Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Purchaser Agent which shall be registered with the Danish Financial Supervisory Authority (in Danish: Finanstilsynet) in accordance with the Danish Capital Markets Act (in Danish: Lov om Kapitalmarkeder) as amended and the acceptance by such successor Purchaser Agent of its appointment and the execution of all necessary documentation to effectively substitute the retiring Purchaser Agent.

Section 13.15MAR.

(a)Notwithstanding anything to the contrary in this Agreement or any other Note Document, if Parent reasonably determines, upon advice of external legal counsel, that (i) information to be provided by Parent or any of its Subsidiaries to Purchaser Agent constitutes Inside Information, (ii) postponement of disclosure to the market of such Inside Information would be permissible under MAR and Parent has assessed that the postponement of such disclosure is necessary to avoid materially prejudicing a material legitimate interest of Parent, and (iii) delivery of such Inside Information to Purchaser Agent would constitute a violation of MAR, neither Parent nor any of its Subsidiaries shall be obliged to provide such information to Purchaser Agent (or any of the Purchasers) until such time as the earlier of (x) such withheld information no longer constitutes Inside Information and (y) the disclosure of such withheld information no longer constitutes a violation of MAR, at which time Parent  shall promptly provide the information to Purchaser Agent; provided that the foregoing shall not apply to any Exempted Disclosure or following the occurrence and during the continuance of an Event of Default with respect to any information in any way relating to such Event of Default.  If Parent reasonably determines, upon advice of external counsel, that the information may constitute Inside Information but may irrespectively be (x) passed to Purchaser Agent, (y) shared by Purchaser Agent to the Purchasers, and/or (z) passed to Purchaser Agent and, subject to Section 13.15(b), certain (but not all of) the Purchasers, (i) Parent shall inform Purchaser Agent thereof when sharing such information and (ii) Purchaser Agent and the Purchasers receiving such information shall agree to, subject to applicable Requirements of Law, keep the information confidential in accordance with Section 13.9 and not share such information with any of the other Purchasers that are prohibited from receiving such information pursuant to Section 13.15(b) until the information has been publicly disclosed by Parent or otherwise no longer constitutes Inside Information.

As used herein, “Exempted Disclosure” means any notices, reports or information (a) required to be provided pursuant to Section 2.2(c)(i), Section 2.2(e), Section 6.2(a)(iii)(A), Section 6.2(a)(iii)(B), Section 6.9(b), Section 6.6(e), Section 6.6(f) (solely with respect to cash and/or account balance in the accounts referenced thereunder), (b) otherwise required to be provided by the Obligors in connection with the grant, perfection and maintenance of a security interest in the Collateral or (c) related to the ability of Issuer or any other Obligor to repay the Obligations under the Note Documents, including, without limitation, the cash and Cash Equivalent balances or the cash burn of Parent and its Subsidiaries.

(b)Purchaser Agent may always share any Inside Information with its Affiliates who are Purchasers on a need-to-know basis. If non-Affiliates of Purchaser Agent are or become Purchasers and hold less than 33% of the aggregate commitments and outstanding principal amount of the Notes (after giving effect to such assignment), Purchaser Agent shall promptly notify Parent thereof, including the amount of Notes (and commitment, if any) acquired by such Purchaser, and Parent shall, if Inside

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Information is shared with Purchaser Agent, inform Purchaser Agent of whether sharing such Inside Information with such Purchasers would reasonably be expected to be a violation of MAR.

ARTICLE XIV

TAX

Section 14.1Intended Tax Treatment. The parties hereto (i) agree that, for U.S. federal and applicable state and local income Tax purposes, each party shall treat the Notes as indebtedness issued under and subject to U.S. Treasury Regulation Section 1.1275-4(b) governing “contingent payment debt instruments”, (ii) intend that the provisions of Treasury Regulation 1.1275-2(a)(1) would apply, subject to the exceptions in Treasury Regulation 1.1275-2(a)(2), to treat any non-contingent payments as first, a payment of any accrued and any unpaid original issue discount at such time and second, a payment of principal (including for purposes of the rules applicable to “applicable high yield discount obligations”), and (iii) intend that the payments of interest under the Notes are solely contingent as to timing pursuant to Section 871(h)(4)(c)(i) therefore qualifying as “portfolio interest” within the meaning of Section 871(h)(2) of the Code and exempt from any deduction or withholding of taxes (clauses (i) through (iii), the “Intended Tax Treatment”). The parties hereto agree not to take and to not cause or permit their Affiliates to take any position inconsistent with the Intended Tax Treatment in any communication or agreement with any taxing authority or on any tax return or for any other tax purpose, unless required by applicable law or by a final “determination” within the meaning of Section 1313(a) of the Code. The parties hereto shall cooperate in good faith to determine the “comparable yield” (as such term is described in the U.S. Treasury Regulations governing contingent payment debt instruments) for the debt instrument within ninety (90) days following the date of this Agreement.

Section 14.2Withholding.

(a)On or prior to the Effective Date, each Purchaser and Purchaser Agent (including, for the avoidance of doubt, any successor or assign thereof) (each, a “Finance Party”) shall deliver to Issuer (i) in the case of a U.S. Finance Party, a duly completed and valid IRS Form W-9 or (ii) in the case of a Non-U.S. Finance Party (A) claiming treaty benefits under a double taxation treaty to which the United States is a party, a duly completed and valid IRS Form W-8BEN or IRS Form W-8BEN-E establishing a zero percent (0%) withholding rate with respect to all amounts payable hereunder pursuant to the “interest” article of such tax treaty, (B) claiming the benefits for the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Non-U.S. Finance Party is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Obligor within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any Obligor as described in Section 881(c)(3)(C) of the Code and (y) a duly completed and valid IRS Form W-8BEN or IRS Form W-8BEN-E, or (C) to the extent such Non-U.S. Finance Party is not the beneficial owner of any obligation under the Note Documents, a duly completed and valid IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable, provided that if the Non-U.S. Finance Party is a partnership and one or more direct or indirect partners of such Non-U.S. Finance Party are claiming the portfolio interest exemption, such Non-U.S. Finance Party may provide a certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner, (in each case ((i) through (v)), the “IRS Withholding Form”). Following the Effective Date, each Finance Party shall provide an updated IRS Withholding Form to Issuer upon expiration or obsolescence of any IRS Withholding Form.

(b)Provided that a Finance Party satisfies its obligation to deliver the IRS Withholding form pursuant to paragraph (a) of this Section 14.2, (i) all amounts payable hereunder to such Finance Party

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shall be paid without deduction or withholding for any taxes pursuant to any applicable law in effect on the Effective Date and (ii) to the extent such Finance Party is subject to any withholding taxes with respect to amounts payable hereunder pursuant to any applicable law in effect on the Effective Date or pursuant to a Change in Law, Issuer shall indemnify such Finance Party for any such taxes deducted or withheld and the sum payable by Issuer to such Finance Party shall be increased as necessary so that after such deduction or withholding has been made, such Finance Party receives an amount equal to what it would have received had no such deduction or withholding been made.

(c)If (i) a Finance Party is entitled to additional amounts pursuant to paragraph (b) of this Section 14.2 as a result of a challenge by a taxing authority based on the application of any applicable law in effect on the Effective Date to facts existing on the Effective Date and (ii) Issuer determines in good faith that a reasonable basis exists for contesting any such taxes required to be withheld by Issuer, each applicable Finance Party shall reasonably cooperate with Issuer in challenging such tax at Issuer’s sole expense, if so requested by Issuer.

(d)If any Finance Party is entitled to additional amounts pursuant to this Section 14.2, then such Finance Party shall use commercially reasonable efforts to assign its rights and obligations hereunder to one of its Affiliates or a third party, if, in the reasonable judgment of such Finance Party, such assignment (i) would eliminate or reduce amounts payable pursuant to this Section 14.2 in the future, and (ii) would not subject such Finance Party to any unreimbursed loss, cost or expense. Each Finance Party that sells a participation agrees to use commercially reasonable efforts to cooperate with Issuer to effectuate this Section 14.2(d) with respect to any participant. Issuer hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Finance Party in connection with any such assignment pursuant to this Section 14.2(d).

Section 14.3Stamp Taxes.  Issuer shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Note Document.

Section 14.4VAT.

(a)As used in this Section 14.3, “VAT” means: (a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in clause (a) above, or imposed elsewhere.

(b)All amounts expressed to be payable under a Note Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to Section 14.3(c) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Note Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(c)If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Note Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Note Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

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(i)(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT.  The Recipient must (where this clause (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii)(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(d)Where a Note Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(e)[Reserved].

(f)In relation to any supply made by a Finance Party to any Party under a Note Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Section 14.5FATCA.

(a)As used in this Section 14.4:

“FATCA” means: (a) sections 1471 to 1474 of the Code or any associated regulations as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with); (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in clause (a) above; or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in clause (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Deduction” means a deduction or withholding from a payment under a Note Document required by FATCA.

“FATCA Exempt Party” means a party that is entitled to receive payments free from any FATCA Deduction.

“US Tax Obligor” means: (a) an Issuer which is resident for tax purposes in the United States; or (b) an Obligor some or all of whose payments under the Note Documents are from sources within the United States for U.S. federal income tax purposes.

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(b)Subject to Section 14.4(d) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i)confirm to that other Party whether it is:

(1)a FATCA Exempt Party; or

(2)not a FATCA Exempt Party;

(ii)supply to that other Party such forms, documentation and other information relating to its status under FATCA at the time or times prescribed by law and as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA.

(c)If a Party confirms to another Party pursuant to Section 14.4(b)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(d)Section 14.4(b) above shall not oblige any Finance Party to do anything, and Section 14.4(b)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)any law or regulation;

(ii)any fiduciary duty; or

(iii)any duty of confidentiality.

(e)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with Section 14.4(b)(i) or (b)(ii) above (including, for the avoidance of doubt, where Section 14.4(d) above applies), then such Party shall be treated for the purposes of the Note Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(f)If an Obligor is a US Tax Obligor or Purchaser Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Purchaser shall, within ten Business Days of:

(i)where an Original Issuer is a US Tax Obligor and the relevant Purchaser is an Original Purchaser, the date of this Agreement;

(ii)where an Obligor is a US Tax Obligor on a date on which any other Purchaser becomes a Party as a Purchaser, that date;

(iii)the date a new US Tax Obligor accedes as an Issuer; or

(iv)where an Obligor is not a US Tax Obligor, the date of a request from Purchaser Agent,

(g)supply to Purchaser Agent a valid and executed copy of IRS Form W-9 certifying that such Purchaser is a United States person, as such term is defined in Section 7701(a)(30) of the Code; or

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(h)Purchaser Agent shall provide a valid and executed copy of such IRS Form W-9 it receives from a Purchaser pursuant to Section 14.4(g) above to the relevant Issuer.

(i)If any valid and executed copy of such IRS Form W-9 provided to Purchaser Agent by a Purchaser pursuant to Section 14.4(g) above is or becomes materially inaccurate or incomplete, that Purchaser shall promptly update it and provide a copy of such updated and valid IRS Form W-9 to Purchaser Agent unless it is unlawful for the Purchaser to do so (in which case the Purchaser shall promptly notify the Agent).  Purchaser Agent shall provide a copy of any such updated and valid IRS Form W-9 to the relevant Issuer.

(j)Purchaser Agent may rely on any valid and executed IRS Form W-9 it receives from a Purchaser pursuant to Section 14.4(f) above without further verification.  Purchaser Agent shall not be liable for any action taken by it under or in connection with Section 14.4(e), (f) or (i) above.

(k)Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. Each Party may request, and the other Party shall provide, any information as may be reasonably necessary to determine the amount of a FATCA Deduction.

(l)Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify Issuer and Purchaser Agent and Purchaser Agent shall notify the other Finance Parties.

ARTICLE XV

DEFINITIONS

Section 15.1Definitions.  As used in this Agreement, the following terms have the following meanings:

“Account” means any “account” as defined in the UCC with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to any Obligor.

“Account Debtor” means any “account debtor” as defined in the UCC with such additions to such term as may hereafter be made.

“Acquisition” means (a) any transaction, or any series of related transactions, by which any Person directly or indirectly, by means of a take-over bid, tender offer, amalgamation, merger, purchase of assets or shares or similar transaction having the same effect as any of the foregoing, (i) acquires any business or product or all or substantially all of the assets of any Person engaged in any business or any business, product, business line or product line, division or other unit operation of any Person, (ii) acquires control of securities of a Person engaged in a business representing more than 50% of the ordinary voting power for the election of directors or other governing body if the business affairs of such Person are managed by a board of directors or other governing body or (iii) acquires control of more than 50% of the ownership interest in any Person engaged in any business that is not managed by a board of directors or other governing body and (b) any Product In-License.

“ADS” means Parent’s American Depositary Shares.

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“Adverse Regulatory Event” means the occurrence of any of the following events or circumstances: (a) any Regulatory Authority has commenced any regulatory enforcement action, investigation or inquiry (other than routine or periodic inspections or post-marketing reviews), or has issued a warning letter, with respect to any Included Product or any Commercialization, Development or Manufacturing activities with respect thereto, including, without limitation, any such notice that requires (or is reasonably likely to require or cause) Parent or any of its Subsidiaries to discontinue, withdraw or recall the marketing or sale of any Included Product, or requires or causes (or is reasonably likely to require or cause) a cessation or delay in the manufacture or sale of any Included Product, which discontinuance, withdrawal, recall, cessation or delay will last (or is reasonably expected to last) in excess of ninety (90) days; (b) any Regulatory Authority commences any criminal, injunctive, seizure, detention, civil penalty or other enforcement action against Parent or any of its Subsidiaries; (c) Parent or any of its Subsidiaries enters into any consent decree, plea agreement or other settlement with any Regulatory Authority with respect to any Included Product or any Commercialization, Development or Manufacturing activity; or (d) Parent or any Subsidiary either (x) recalls any Included Product, or (y)  halts or discontinues the marketing or sale of any Included Product for a period of ninety (90) consecutive days or longer.

“Affected Interest Period” is defined in Section 2.3(e)(i).

“Affiliate” of any Person means a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.

“Aggregate Asset Sale Repurchase Amount” is defined in Section 2.2(c).

“Agreed Security Principles” means the agreed security principles set forth on Exhibit A-2.

“Agreement” is defined in the preamble hereof.

“AIF” has the meaning given to the term under AIFMD Law.

“AIFM” has the meaning given to the term under AIFMD Law.

“AIFMD” means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, as the same may be amended, supplemented, superseded or re-adopted from time to time (whether with or without qualifications).

“AIFMD Law” means (a) the AIFMD, and (b) any applicable law of a member state of the European Union implementing the AIFMD.

“Alexion” means Alexion Pharma Holding Unlimited Company, an unlimited liability company incorporated under the laws of Ireland.

“Alexion Arrangement” means the Alexion License Agreement, the Alexion Contribution Agreement, the Limited Partnership for ZP SPV 3 K/S dated February 7, 2020, the Shareholders' Agreement for ZP General Partner 3 ApS dated February 7, 2020, the Servicing Agreement between Parent, ZP SPV 3 K/S and Alexion Pharma International Operations Unlimited Company dated February 7, 2020, the Share Pledge Agreement for the shares held by Parent in ZP SPV 3 K/S dated February 7, 2020, the Share Pledge Agreement for the shares held by Parent in ZP General Partner 3 ApS dated February 7, 2020, the articles of association for ZP Holding SPV A/S and the articles of association for ZP General Partner 3 ApS.

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“Alexion Contribution Agreement” means the Contribution Agreement, dated as of February 7, 2020, by and among Parent, ZP SPV 3 K/S and Alexion Pharma International Operations Unlimited Company, as amended, supplemented or otherwise modified prior to the Effective Date.

“Alexion License Agreement” means that certain Collaborative Research and License Agreement, dated as of March 20, 2019, by and between Parent and Alexion, as amended, supplemented or otherwise modified prior to the Effective Date.

“Alexion Licensed IP” means Intellectual Property licensed as of the Effective Date by Parent or any of its Subsidiaries to Alexion pursuant to the Alexion License Agreement that pertains to the Alexion Licensed Products.

“Alexion Licensed Products” means the Products directed at Complement Pathway Targets (each as defined in the Alexion License Agreement).

“Amended and Restated Intercompany Term Loan Agreement” means that certain Amended and Restated Intercompany Loan Agreement, dated as of the Effective Date, by and between Parent, as lender, and Issuer, as borrower.

“Annual Projections” is defined in Section 6.2(a)(iv).

“Anti-Corruption Laws” means all laws of any jurisdiction applicable to Parent or its Subsidiaries from time to time prohibiting bribery or corruption, including without limitation: (a) the United Kingdom ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; (b) the United States Foreign Corrupt Practices Act of 1977; and (c) other similar laws, rules and regulations in other jurisdictions.

“Anti-Terrorism Laws” means any applicable laws relating to terrorism or money laundering, including, without limitation, (i) the Money Laundering Control Act of 1986 (e.g., 18 U.S.C. §§ 1956 and 1957), (ii) the Bank Secrecy Act of 1970 (e.g., 31 U.S.C. §§ 5311 – 5330), as amended by the USA PATRIOT Act, (iii) the laws, regulations and Executive Orders administered by OFAC, (iv) the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 and implementing regulations by the United States Department of the Treasury, (v) any legislation or regulations applicable to any Party and relating to the fight against money laundering for capital arising from drug-trafficking and the activities of criminal organizations and counter-terrorist financing, (vi) any law prohibiting or directed against terrorist activities or the financing of terrorist activities (e.g., 18 U.S.C. §§ 2339A and 2339B), or (vii) any similar laws enacted in jurisdictions in which the parties to this agreement operate, addressing, relating to, or attempting to eliminate, terrorist acts.

“Applicable Margin” means 6.00%, subject to potential adjustment pursuant to Section 2.3(e).

“Applicable Rate” means a rate per annum equal to the sum of (a) the greater of (i) LIBOR (subject to LIBOR being replaced with the Prime Rate pursuant to Section 2.3(e)), and (ii) the LIBOR Floor (subject to the LIBOR Floor being replaced with the Prime Rate Floor pursuant to Section 2.3(e)) plus (b) the Applicable Margin; provided that, for the avoidance of doubt, the Applicable Rate shall never be less than 6.25% (including following implementation of a Benchmark Replacement and any Benchmark Replacement Conforming Changes); provided that this definition shall be modified (except as provided in the proviso in the immediately preceding sentence) as part of the Benchmark Replacement Conforming Changes.

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“Approved Accounting Firm” means, any “Big Four” accounting firms, and any other independent certified public accounting firm acceptable to Purchaser Agent in its reasonable discretion.

“Approved Fund” means any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Purchaser or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Purchaser, (b) an Affiliate of a Purchaser or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Purchaser.

“Asset Sale Repurchase Event” means any Transfer (other than a Permitted License) by any Obligor or any Subsidiary of any Specified Assets, or any issuance of Equity Interests by any Subsidiary that holds Specified Assets, in each case to any Person that is not a Full Obligor.

“Base LIBOR” means, with respect to any Interest Period for any Note, the rate for deposits in Dollars for three month LIBOR appearing on the applicable Bloomberg page (or on any successor or substitute page or service providing quotations of interest rates applicable to Dollar deposits in the London interbank market comparable to those currently provided on such page, as determined by Purchaser Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Benchmark Replacement” means the sum of (a) Term SOFR and (b) 0.26161% (26.161 basis points); provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Prime Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that Purchaser Agent acting reasonably may deem appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Purchaser Agent in a manner substantially consistent with market practice and its administration of other borrowers or issuers in its portfolio (or, if Purchaser Agent decides that adoption of any portion of such market practice is not administratively feasible or if Purchaser Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as Purchaser Agent acting reasonably deem reasonably necessary in connection with the administration of this Agreement).

“Books” are Parent’s or any of its Subsidiaries’ books and records including ledgers, federal, and state tax returns, records regarding Parent’s or its Subsidiaries’ assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information; provided that solely for purpose of Section 6.2(e) and Section 6.8, Books shall not include any books and records of the SPV Entities.

“Business Day” is any day of the year on which banks are open for business in New York, New York.

“Cash” means all cash and Cash Equivalents.

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“Capital Lease” is any lease or similar arrangement which is of a nature that payment obligations of the lessee or obligor thereunder at the time are or should be capitalized and shown as liabilities (other than current liabilities) upon a balance sheet of such lessee or obligor prepared in accordance with IFRS.

“Capital Lease Obligations” are, with respect to any Capital Lease, the amount of the obligation of the lessee thereunder that would, in accordance with IFRS, appear on a balance sheet of such lessee with respect to such Capital Lease.

“Cash Equivalents” are (i) securities issued or unconditionally guaranteed or insured by the United States of America, the Kingdom of Denmark, Germany, the United Kingdom or Canada or any agency or instrumentality thereof, backed by the full faith and credit of the United States of America, the Kingdom of Denmark, Germany, the United Kingdom or Canada and maturing within one year from the date of acquisition, (ii) commercial paper issued by any Person organized under the laws of the United States of America, the Kingdom of Denmark, Germany, the United Kingdom or Canada, maturing within 360 days from the date of acquisition and, at the time of acquisition, having a rating of at least A-1 or the equivalent thereof by Standard & Poor’s Ratings Services or at least P-1 or the equivalent thereof by ▇▇▇▇▇’▇ Investors Service, Inc., or F-1 or better by Fitch Investor Services, (iii) time deposits and certificates of deposit maturing within 360 days from the date of issuance and issued by a bank or trust company organized under the laws of the United States of America (or any state thereof), the Kingdom of Denmark, Germany, the United Kingdom or Canada (A) that has combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000) or (B) that has (or is a subsidiary of a bank holding company that has) a long-term unsecured debt rating of at least A or the equivalent thereof by Standard & Poor’s Ratings Services or at least A2 or the equivalent thereof by ▇▇▇▇▇’▇ Investors Service, Inc. or A or better by Fitch Investor Services, and (iv) money market funds that are SEC registered 2a-7 eligible only, have assets in excess of One Billion Dollars ($1,000,000,000), offer a daily purchase/redemption feature and seek to maintain a constant share price; provided that, the Obligors will invest only in ‘no-load’ funds which have a constant One Dollar ($1.00) net asset value target.

“Cash Receipts” are, for any fiscal quarter, the actual cash receipts of Parent and its Subsidiaries during such fiscal quarter arising from the sale, distribution or licensing of the Included Products.

“Change in Law” means the occurrence, after the Effective Date (or, with respect to any successors or assigns of any Finance Party, after the date such Person acquires its interest hereunder) of (a) the adoption or taking effect of any law, rule, regulation or treaty or (b) any modification to any law, rule, regulation or treaty in effect on the Effective Date (or, with respect to any successors or assigns of any Finance Party, after the date such Person acquires its interest hereunder).

“Change of Control” is:

(a)(i) shares in Parent are acquired, directly or indirectly, by any Person or Persons acting in concert with such Person resulting in such Person or Persons obtaining “control” of Parent as defined in section 44 of the Danish Capital Markets Act or (ii) more than 50% of the shares in Parent are acquired, directly or indirectly (including via the acquisition or holding of ADSs), by any Person or Persons acting in concert (with “acting in concert” as defined in the Danish Capital Markets Act);

(b)a merger or consolidation of Parent with any Person in which the stockholders of Parent immediately prior to such merger or consolidation do not continue to hold immediately following the closing of such merger or consolidation at least fifty-one percent (51%) of the aggregate ordinary voting power entitled to vote for the election of directors of Parent represented by the issued and outstanding Equity Interests of the entity surviving or resulting from such consolidation;

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(c)the Transfer in one or a series of transactions (whether or not related) of more than 49% of the consolidated assets of Parent and its Subsidiaries to Persons that are not Full Obligors;

(d)Parent ceases to own 100% of the equity interests of Issuer; or

(e)the occurrence of a change of control, “fundamental change” or other similar provision, as defined in any agreement or instrument evidencing any Indebtedness in an aggregate amount in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) triggering a default, a mandatory prepayment or other obligation to repurchase, redeem or repay such Indebtedness.

“Claims” are defined in Section 13.2.

“Clinical Trial” means any clinical or pre-clinical trial or study of the Included Products conducted by or on behalf of Parent or any of its Subsidiaries.

“Clinical Updates” means material information and developments with respect to each Clinical Trial, including, without limitation, any serious adverse event in any Clinical Trial.

“Code” is the Internal Revenue Code of 1986, as amended, or any successor federal tax code. Any reference to any provision of the Code shall also include the income tax regulations promulgated thereunder, whether final or temporary.

“Collateral” is any and all properties, rights and assets of Obligors described on Exhibit A-1.

“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account, or any other bank account maintained by Parent or any Subsidiary at any time (other than any Excluded Account).

“Commercial Updates” means material information and developments with respect to the Obligors’ Commercialization plans and prospects for the Included Products.

“Commercialization” means any and all activities, other than manufacturing, directed to the preparation for sale of, or sale of any product, including activities related to marketing, promoting, distributing, and importing such product, and interacting with any Regulatory Authority regarding any of the foregoing. When used as a verb, “to Commercialize” and “Commercializing” means to engage in Commercialization, and “Commercialized” has a corresponding meaning.

“Commitment” is, for any Purchaser, the obligation of such Purchaser to purchase Notes, up to the principal amount shown on Schedule 1.1.  “Commitments” means the aggregate amount of such commitments of all Purchasers.

“Commitment Percentage” is set forth in Schedule 1.1, as amended from time to time.

“Commitment Termination Date” is the earliest of (i) (a) with respect to the First Purchase, the First Purchase Date, and (b) with respect to the Second Purchase, the earlier of (1) December 31, 2023 (or such later date as specified in writing by the Required Purchasers in their sole discretion) and (2) the purchase of Fifty Million Dollars ($50,000,000) of principal amount of Notes pursuant to the Second Purchase, (ii) the occurrence of a Change of Control, (iii) the redemption or repurchase by Issuer in full of all outstanding Notes, (iv) the payment to the Purchasers of the Repayment Amount, and (v) the termination of the Commitments pursuant to Section 9.1.

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“Commodity Account” is any “commodity account” as defined in the UCC with such additions to such term as may hereafter be made.

“Communication” is defined in Article X.

“Compliance Certificate” is that certain certificate in the form attached hereto as Exhibit C.

“Contingent Obligation” shall mean, as to any Person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises (which reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business, typical contractual indemnities provided in the ordinary course of business or any product warranties. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“Control Agreement” is any control agreement entered into among the depository institution at which Issuer or any Obligor maintains a Deposit Account or the securities intermediary or commodity intermediary at which Parent or any of its Subsidiaries maintains a Securities Account or a Commodity Account, Parent and such Subsidiary, and Purchaser Agent pursuant to which Purchaser Agent obtains control (within the meaning of the UCC or any other perfection regime) for the benefit of the Secured Parties over such Deposit Account, Securities Account, or Commodity Account; provided that such agreement shall only be required to provide for customary “springing” control.

“Controlled Account” means a Collateral Account, which is subject to a Control Agreement or another instrument in favor of Purchaser Agent, in each case satisfactory to Purchaser Agent, which provides Purchaser Agent with a first priority (subject solely to Permitted Liens identified in clause (g) of the definition thereof) perfected Lien in such Collateral Account.

“Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

“Corporate Benefit and Other Limitations” means, with respect to any Guaranty or the grant or perfection of any security interest by any Foreign Obligor, any limitations on such Guaranty or such grant or perfection imposed pursuant to the Agreed Security Principles (other than limitations that do not impair the rights and remedies of the Secured Parties more than analogous restrictions imposed under the laws of the United States as reasonably determined by Purchaser Agent).

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“Cross-Default Reference Obligation” is defined in the definition of “Permitted Convertible Notes.”

“Danish Collateral Documents” means, collectively, (a) each of the documents listed in Exhibit A-3 and (b) any other Danish law governed security documents, which security documents shall be in form and substance reasonably satisfactory to Purchaser Agent.

“Danish Form of Share Charge Agreement” means the form of share charge agreement attached hereto as Exhibit A-4.

“Danish Guarantor” is defined in Section 12.10.

“Default” is any event that upon the giving of notice, the passage of time or both, would constitute an Event of Default.

“Default Rate” is defined in Section 2.3(c).

“Deposit Account” is any “deposit account” as defined in the UCC with such additions to such term as may hereafter be made.

“Designated Accounts” means, collectively, the Designated Deposit Account and, solely from and after the date a Control Agreement is entered into in respect thereof, the Designated Securities Account.

“Designated Deposit Account” is Issuer’s Deposit Account, account number ****, maintained with Silicon Valley Bank, and any successor Deposit Account designated by Issuer as such by written notice to Purchaser Agent; provided that the Designated Deposit Account shall be (a) a segregated account used solely to receive, hold and, to the extent permitted by this Agreement, disburse cash proceeds of the Purchases, (b) located in the United States (or another jurisdiction approved in writing by Purchaser Agent in its sole discretion), (c) held with a financial institution that meets the requirements set forth in clause (iii) of the definition of “Cash Equivalents”, and (d) at all times subject to a Control Agreement (or the equivalent in the applicable jurisdiction) and an ACH authorization in favor of Purchaser Agent.

“Designated Securities Account” is Issuer’s Securities Account, account number ****, maintained with Silicon Valley Bank, and any successor Securities Account designated by Issuer as such by written notice to Purchaser Agent; provided that the Designated Securities Account shall be (a) a segregated account used solely to receive, hold and, to the extent permitted by this Agreement, disburse cash proceeds of the Purchases, (b) located in the United States (or another jurisdiction approved in writing by Purchaser Agent in its sole discretion), (c) held with a financial institution that meets the requirements set forth in clause (iii) of the definition of “Cash Equivalents”, and (d) at all times subject to a Control Agreement (or the equivalent in the applicable jurisdiction) and an ACH authorization in favor of Purchaser Agent.

“Development” means all activities related to discovery, research and development of a product, including creation and prosecution of Intellectual Property, pre-clinical and other non-clinical testing, test method development and stability testing, toxicology, formulation, process development, manufacturing scale-up, qualification and validation, quality assurance/quality control, Clinical Trials, including Manufacturing in support thereof, statistical analysis and report writing, the preparation and submission of applications for Regulatory Approval, regulatory affairs with respect to the foregoing and all other activities necessary or reasonably useful or otherwise requested or required by a Regulatory Authority as a condition or in support of obtaining or maintaining a Regulatory Approval for such product. When used as a verb, “Develop” means to engage in Development.

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“Disputes” is defined in Section 5.11(d).

“Disqualified Equity Interests” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to 181 days after the Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to this definition, in each case at any time on or prior to 181 days after the Maturity Date, or (c) contains any repurchase obligation or provides for mandatory distributions which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control occurring prior to the 181st day after the Maturity Date shall not constitute Disqualified Equity Interests if the payment upon such redemption is contractually subordinated in right of payment to the Obligations.

“Distressed Debt Investor” means, as reasonably determined by Purchaser Agent, any investor or investment fund specializing in distressed debt and a majority of whose investment portfolio at all times consists of distressed debt; provided, that for the avoidance of doubt, any investment fund that is not itself a Distressed Debt Investor, but whose parent or operator also owns or operates one or more investment funds that are Distressed Debt Investors, shall not be deemed to be a Distressed Debt Investor.

“DKMA” means the Danish Medicines Agency (in Danish: Lægemiddelstyrelsen) and any successor agency thereto.

“Dollars,” “dollars” and “$” each are lawful money of the United States.

“Early Opt-in Election” means the occurrence of: (a) (i) a determination by Purchaser Agent or (ii) a notification by the Required Purchasers to Purchaser Agent (with a copy to Issuer) that the Required Purchasers have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 2.3(e)(iii), are being executed or amended, as applicable, to incorporate or adopt a the Benchmark Replacement to replace LIBOR, and (b) (i) the election by Purchaser Agent or (ii) the election by the Required Purchasers to declare that an Early Opt-in Election has occurred and the provision, as applicable, by Purchaser Agent of written notice of such election to Issuer and the Purchasers or by the Required Purchasers of written notice of such election to Purchaser Agent.

“Effective Date” is defined in the preamble of this Agreement.

“Eligible Assignee” means (i) a Purchaser, (ii) an Affiliate of a Purchaser, (iii) an Approved Fund, (iv) any commercial bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) and which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case of this clause (iv), which either (A) has a rating of BBB or higher from Standard & Poor’s Rating Group and a rating of Baa2 or higher from ▇▇▇▇▇’▇ Investors Service, Inc. at the date that it becomes a Purchaser or (B) has total assets in excess of Five Billion Dollars ($5,000,000,000), and (v) any Person deemed an Eligible Assignee by the Required Purchasers; provided, that notwithstanding the foregoing, (a) “Eligible Assignee” shall not include any Person that is an Affiliate or Subsidiary of Parent or a direct competitor of the Obligors, each as reasonably

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determined by Purchaser Agent, (b) a Distressed Debt Investor or (c) listed on the Disqualified Lender List attached hereto as Schedule 13.1.

“EMA” means the European Medicines Agency or any successor agency thereto.

“Environmental Claims” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment, arising out of a violation of Environmental Law or any Hazardous Material Activity.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) to the extent related to Hazardous Material Activity, occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Parent or any of its Subsidiaries or any Facility.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Obligor or any of its Subsidiaries directly or indirectly resulting from or based upon (i) violation of any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (iii) exposure to any Hazardous Materials, (iv) the release or threatened release of any Hazardous Materials into the environment or (v) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equipment” means all “equipment” as defined in the UCC with such additions to such term as may hereafter be made, and includes without limitation all machinery, Fixtures, Goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

“Equity Interest” means, with respect to any Person, any and all shares (including any American Depository Shares, each representing one or more of such shares), interests, partnership interests (whether general or limited), membership interests, rights to purchase, warrants, options, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such Person, and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such Person; provided that Equity Interest shall not include any Permitted Convertible Notes.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and its regulations.

“ERISA Affiliate” means any Person, trade or business (whether or not incorporated) under common control with an Obligor within the meaning of Section 414(b) or (c) of the Code and Sections 414(b), (c), (m) and (o) of the Code for purposes or Section 4001(b) of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the failure by an Obligor or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules or the filing of an application for the waiver of the minimum funding standards under the Pension Funding Rules;

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(c) the incurrence by an Obligor or any ERISA Affiliate of any liability pursuant to Section 4063 or 4064 of ERISA or a cessation of operations with respect to a Pension Plan within the meaning of Section 4062(e) of ERISA; (d) a complete or partial withdrawal by an Obligor or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization or insolvent (within the meaning of Title IV of ERISA); (e) the filing of a notice of intent to terminate a Pension Plan under, or the treatment of a Pension Plan amendment as a termination under, Section 4041 of ERISA; (f) the institution by the PBGC of proceedings to terminate a Pension Plan; (g) any event or condition that constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (h) the determination that any Pension Plan is in at-risk status (within the meaning of Section 430 of the Code or Section 303 of ERISA) or that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (i) the imposition or incurrence of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate; (j) the engagement by any Obligor or ERISA Affiliate in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; (k) the imposition of a lien upon any Obligor pursuant to Section 430(k) of the Code or Section 303(k) of ERISA; or (l) the making of an amendment to a Pension Plan that could result in the posting of bond or security under Section 436(f)(1) of the Code.

“Eurocurrency Reserve Requirements” for any day, means the aggregate (without duplication) of the maximum rates (expressed as a fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Event of Default” is defined in Article VIII.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Accounts” means, collectively, (a) any Deposit Account of any Obligor that is used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Parent’s or any of its Subsidiaries’ employees and (b) any escrow accounts, Deposit Accounts and trust accounts that are pledged or otherwise encumbered pursuant to clauses (m) and (n) of the definition of Permitted Liens.

“Excluded Subsidiary” means (a) any SPV Entity, (b) any Subsidiary to the extent such Subsidiary is prohibited by any Requirement of Law or by any contractual obligation existing on the Effective Date (or, if later, the date of acquisition or formation of such Subsidiary) (provided such contractual obligation was not entered into in contemplation thereof) from guaranteeing the Obligations, (c) any Subsidiary that would require any Governmental Approval in order to guarantee the Obligations only if such Governmental Approval has not been received or obtained after such Subsidiary has used commercially reasonable efforts to obtain such Governmental Approval, and (d) any other Subsidiary excluded in accordance with the Agreed Security Principles and acknowledged by Purchaser Agent in writing (such acknowledgement not to be unreasonably withheld, conditioned or delayed).

“Exempted Disclosure” is defined in Section 13.15(a).

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by any Obligor or any of its Subsidiaries.

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“Facility Office” means, with respect to each Purchaser, the office or offices through which it will perform its obligations under the Note Documents.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Parent.

“FCA” is defined in Section 2.3(a)(iii).

“FDA” means the United States Food and Drug Administration and any successor agency thereto.

“First Purchase” is defined in Section 2.1(a).

“First Purchase Date” means the Purchase Date in respect of the First Purchase, which shall occur no later than December 31, 2021 (or such later date as specified in writing by the Required Purchasers in their sole discretion).

“Foreign Collateral Documents” means the Danish Collateral Documents and any other documents governed by the laws of a jurisdiction other than the United States or any territory thereof.

“Foreign Obligor” means Parent and any Subsidiary that is not an entity organized under the laws of the United States or any territory thereof.

“Foreign Plan” means any employee pension benefit plan, program, policy, arrangement or agreement maintained or contributed to by Parent or any Subsidiary with respect to employees employed outside the United States (other than any governmental arrangement).

“Full Obligor” means any Obligor that is not a Limited Guarantor.

“General Intangibles” means all “general intangibles” as defined in the UCC in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented inventions, Payment Intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

“Glepaglutide” means that certain GLP-2 analog product, as described in further detail on Schedule 15.1(a).

“Glepaglutide Primary Indication” means the treatment of adult patients with short bowel syndrome via auto-injector to be administered once or twice weekly pursuant to an FDA approved label demonstrating, in the sole discretion of the Required Purchasers, that Glepaglutide is at least as effective and safe as Gattex® (teduglutide).

“Governmental Approval” means any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in

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respect of, any Governmental Authority (including, without limitation, the FDA, the EMA, the MHRA, the DKMA and any similar state or foreign Governmental Authority).

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“Guarantor” means Parent, each Subsidiary listed on the signature pages hereof as a “Guarantor,” and each other Person that is a guarantor of the Obligations under a Guaranty, including, without limitation, a Person that becomes a guarantor pursuant to a Guarantee Assumption Agreement.

“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit E by a Person that, pursuant to Section 6.12, is required to become a “Guarantor” hereunder; provided that any Guarantee Assumption Agreement by a foreign Subsidiary shall be subject to the Agreed Security Principles.

“Guaranty” means the guaranty set forth in Article XII and/or any guarantee of all or any part of the Obligations in form and substance satisfactory to Purchaser Agent, as the same may from time to time be amended, restated, modified or otherwise supplemented.

“Hazardous Materials” means any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or would reasonably be expected to pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, release, threatened release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“IBA” is defined in Section 2.3(a)(iii).

“IFRS” means international financial reporting standards and interpretations issued by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Institute of Public Accountants in Denmark or any successor to either such entity, or the SEC, as the case may be), as in effect from time to time.

“Included Products” means all compounds, chemical entities, pharmaceutical products and medical devices (including software) being designed, developed, owned, licensed, manufactured or commercialized by Parent or any Subsidiary (other than an SPV Entity) from time to time (excluding, for the avoidance of doubt, the Alexion Licensed Products and Sanofi Licensed Products, in each case, as such terms are defined as of the date hereof).

“Indebtedness” of any Person means, without duplication, (a) all obligations of such person for borrowed money or advances; (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person; (d) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable, accrued

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obligations incurred in the ordinary course of business on normal trade terms and not overdue by more than 90 days); (e) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (f) all Capital Lease Obligations and synthetic lease obligations of such person; (g) all liability or obligations of such Person in respect of hedging agreements and other derivative contracts (for the net amount owed by such Person thereunder), (h) all Contingent Obligations of such Person; (i) all liability and obligations of such Person under guaranteed minimum purchase, take or pay or similar performance requirement contracts, (j) all liability and obligations under receivables factoring, receivable sales or similar transactions or arising under revenue interest agreements, royalty financing agreements or similar financings, (k) all liability and obligations for milestone payments, royalty payments, upfront payments, license payments and similar payments pursuant to any License Agreement, research and development agreement, collaboration or development agreement or merger or acquisition agreement, and (l) Disqualified Equity Interests. The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor. The amount of Indebtedness of any Person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) (X) in the case of Parent or any Subsidiary or Affiliate of Parent, the Fair Market Value of the property encumbered thereby and (Y) in the case of any other Person, the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Inside Information” means “Inside information” as defined under MAR.

“Insolvency Proceeding” means any proceeding by or against any Person under the United States Bankruptcy Code, the Danish Bankruptcy Act (in Danish: konkursloven), or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Insolvent” means not Solvent.

“Intellectual Property” means all domestic, foreign and multinational intellectual property and other proprietary rights of any kind or nature, whether registered or unregistered and whether registrable or not, protected, created or arising under any law, including any and all rights in: proprietary information; technical data; laboratory notebooks; clinical data; priority rights; trade secrets; know-how; confidential information; inventions (whether patentable or unpatentable and whether or not reduced to practice or claimed in a pending patent application); Patents; Trademarks, trade names, service marks, trade dress, logos, slogans, including all goodwill associated therewith; domain names; Copyrights and all applications thereof; and all rights in works of authorship of any type, in all forms or media, designs rights, registered designs, database rights and rights in compilations of data.

“Intellectual Property Updates” means a summary of any new Patents, trademarks or copyrights issued or patent, trademark or copyright applications filed, amended or supplemented, by Parent or any Subsidiary (in form sufficient to allow Purchaser Agent to prepare appropriate filings in respect thereof to protect its Liens thereon), together with any material information or developments with respect to the Material Patents.

“Intercompany Agreement” means each of the Intercompany Distribution Agreement, the Intercompany IP License, the Intercompany Supply Agreement and the Amended and Restated Intercompany Term Loan Agreement.

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“Intercompany Distribution Agreement” means that certain Distribution Agreement, dated as of April 20, 2020, by and between Parent, as supplier, and Issuer, as distributor.

“Intercompany IP License” means that certain License Agreement, dated as of the Effective Date, by and between Parent, as licensor, and Issuer, as licensee.

“Intercompany Supply Agreement” means that certain Supply Agreement, to be entered into by and between Parent and Issuer, on or prior to the First Purchase Date, in form and substance satisfactory to Purchaser Agent.

“Interest Period” means, with respect to each Note, (a) initially, the period commencing on the Purchase Date of such Note and ending on the last day of the calendar quarter in which such Purchase Date occurs, and (b) thereafter, each period beginning on the first day following the end of the immediately preceding Interest Period and ending on the last day of the next succeeding calendar quarter.

“Inventory” means all “inventory” as defined in the UCC in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of any Person’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

“Investment” means (a) any beneficial ownership interest in any Person (including Equity Interests or other securities), (b) any loan, advance, extension of credit, capital contribution or similar payment to any Person, (c) the incurrence of any Contingent Obligation or the assumption of any liabilities of any other Person, (d) any Acquisition, (e) the purchase or ownership of any futures contract or liability for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, and (f) any investment in any other items that are or would be classified as investments on a balance sheet of such Person prepared in accordance with IFRS. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

“IRS” means the United States Internal Revenue Service.

“IRS Withholding Form” is defined in Section 14.2.

“Issuer” is defined in the preamble hereof.

“LIBOR” means, with respect to any Interest Period for any Note, the greater of (i) the rate per annum (rounded upward, if necessary, to the nearest whole 1/8 of 1%) and determined pursuant to the following formula: LIBOR = Base LIBOR / (1.00 – Eurocurrency Reserve Requirements); and (ii) 0.00%.

“LIBOR Floor” is 0.25%.

“License Agreement” means any existing or future license, commercialization, co-promotion, collaboration, distribution, marketing or partnering agreement entered into before or during the term of this Agreement by any Obligor or any Affiliate thereof that grants a license, covenants not to ▇▇▇, or other similar rights with respect to any Product Intellectual Property.

“Licensees” means, collectively, the licensees and any sublicensees under any License Agreement; each a “Licensee”.

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“Lien” means a claim, mortgage, deed of trust, levy, charge, pledge, security interest, or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

“Limited Guarantor” means (i) any Danish Guarantor and (ii) any Guarantor whose Guaranteed Obligations, or the grant or perfection of a security interest in whose assets, are limited by Corporate Benefit and Other Limitations.

“Liquidity” means, at any time, the aggregate amount of cash and Cash Equivalents held by Issuer and its Subsidiaries in the Designated Accounts; provided that with respect to the definition of “Cash Equivalents,” each clause thereof that makes reference to the United States of America, the Kingdom of Denmark, Germany, the United Kingdom and Canada shall, for purposes of this definition, be read to refer to the United States of America only.

“Liquidity Covenant Release Condition” means receipt by Purchaser Agent of evidence satisfactory to Purchaser Agent in its sole reasonable discretion, which evidence shall be delivered together with a Compliance Certificate provided pursuant to Section 6.2, that (a) no Default or Event of Default has occurred and is continuing, (b) trailing six (6) month Net Sales from the sale of Included Products (excluding sales of V-Go) exceeded Fifty Million Dollars ($50,000,000), and (c) the Obligors have, to Purchaser Agent’s satisfaction, provided a perfected first priority (subject only to Permitted Priority Liens) security interest in favor of Purchaser Agent  in all of the Collateral, except for Collateral Accounts expressly permitted to be located in the Kingdom of Denmark pursuant to Section 6.6(a).

“Liquidity Covenant Release Option” means Issuer’s option, subject to the Obligors’ compliance with Section 6.6(g) and satisfaction of the Liquidity Covenant Release Condition, to release the Obligors from the covenant set forth in Section 6.15.

“Manufacture” and “Manufacturing” means all activities related to the production, manufacture, processing, filling, finishing, packaging, labeling, shipping, and holding of any product, or any intermediate thereof, including process development, process qualification and validation, scale-up, pre-clinical, clinical and commercial manufacture and analytic development, product characterization, stability testing, quality assurance, and quality control.

“MAR” means the Market Abuse Regulation (Regulation (EU) No 596/214), as in effect in the Kingdom of Denmark.

“Market Capitalization” means, as at any date of determination, the product of (X) the number of issued and outstanding shares of ordinary shares of Parent on such date multiplied by (Y) the closing price per share of such ordinary shares (or if such ordinary shares are represented by ADSs, the closing price of such ADSs multiplied by the number of ordinary shares represented by each ADS).

“Marketing Approval” means, with respect to any Included Product in any country, approval from the applicable Regulatory Authority sufficient for the promotion and sale of such Included Product in such jurisdiction in accordance with applicable law, including, without limitation, the approval by the FDA of a U.S. New Drug Application for such Included Product.

“Material Adverse Change” means a material adverse effect on (a) the business, operations, assets or condition (financial or otherwise) of Parent and its Subsidiaries, taken as a whole, (b) the validity or enforceability of any of the Note Documents and the Intercompany Agreements, (c) the ability of Issuer or any other Obligor to perform any of its material obligations under the Note Documents and the Intercompany Agreements, (d) the rights or remedies of Purchaser Agent or any Purchaser under any of the

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Note Documents, or (e) the validity, perfection (except to the extent permitted under this Agreement) or required priority of Liens in favor of Purchaser Agent for the benefit of the Secured Parties (except to the extent resulting solely from any actions or inactions on the part of Purchaser Agent and the Purchasers despite timely receipt of information regarding Parent and its Subsidiaries as required by this Agreement).

“Material Agreement” means: (a) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act of 1933, as amended, other than those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to Parent or its Affiliates that involves the Development, Manufacture, or Commercialization of any Included Product; (b) any development agreement, collaboration agreement, marketing agreement, co-promotion agreement, License Agreement or other license agreement, option agreement, partnering agreement or similar agreement with respect to Parent or its Affiliates related to the Development, Manufacture, or Commercialization of any Included Product (provided that the foregoing shall exclude any development agreements under which payments or receipts are and are anticipated to be less than One Million Dollars ($1,000,000)); or (c) any other agreement with respect to Parent or any Subsidiary relating to any Material Patent or Included Product, for which breach, non-performance or failure to renew by Parent or its Affiliates or the respective counterparty could reasonably be expected to result in a Material Adverse Change.  “Material Agreement” shall include, without limitation, all of the Intercompany Agreements.

“Material Patents” is defined in Section 5.11(c).

“Material Product Agreements” means, collectively, the Material Agreements set forth on Schedule 3.2.

“Maturity Date” means the earlier of (i) the seventh (7^th) anniversary of the First Purchase Date, and (ii) the date six months prior to the stated maturity date, or first stated repurchase date, of any Permitted Convertible Notes.

“MHRA” means the Medicines and Healthcare products Regulatory Authority in the United Kingdom or any successor agency thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Obligor or any ERISA Affiliate makes or is obligated to make contributions, during the preceding five plan years has made or been obligated to make contributions, or has any liability.

“Multiple Employer Plan” means a Plan with respect to which any Obligor or ERISA Affiliate is a contributing sponsor, and that has two or more contributing sponsors at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Proceeds” means the amount of all Cash proceeds, plus the fair market value of any non-cash proceeds as determined by Purchaser Agent, acting reasonably (including, in each case, deferred and/or contingent compensation) received (directly or indirectly) by or on behalf of an Obligor or any Subsidiary (if on behalf, then for the account of such Obligor or such Subsidiary), or distributable to an Obligor or any Subsidiary, from time to time, as a result of an Asset Sale Repurchase Event, after deducting therefrom, without duplication, (a) reasonable fees, commissions, expenses and other direct costs related thereto and required to be paid or payable by such Obligor in connection with such Asset Sale Repurchase Event, and (b) taxes paid, payable, or determined by such Obligor to be payable or attributable for payment in connection with such transaction to any taxing authorities by such Obligor, to the extent then paid or payable and directly attributable to such transaction in the taxable year in which such Asset Sale Repurchase Event occurs, (c) any cash reserves required to be maintained by such Obligor in connection with such transaction

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in accordance with GAAP or applicable law, and (d) to the extent set forth in the definitive documentation for such Asset Sale Repurchase Event and approved by the Purchaser Agent at the time of such Asset Sale Repurchase Event, any such proceeds constituting reimbursement of Development or other costs incurred by the Obligors in connection with and pursuant to the terms of the definitive documentation for such Asset Sale Repurchase Event; provided that, in each case, when any reserve for fees, commissions, expenses, costs, taxes or other amounts or any portion thereof is no longer required to be maintained, or upon any refund of any fees, commissions, expenses, costs or taxes, such amount shall be considered Net Proceeds then received, and provided further, that Issuer shall, at Purchaser Agent’s request, provide such calculations or evidence of costs deducted in arriving at Net Proceeds as Purchaser Agent may require to confirm the calculation of Net Proceeds in accordance with the foregoing.

“Net Sales” means, for any relevant fiscal period, consolidated net revenue of Parent and its Subsidiaries properly recognized and reported under IFRS, consistently applied, during such period.

“Non-U.S. Finance Party” means any Finance Party that is not a U.S. Finance Party.

“Note Documents” means, collectively, this Agreement, the Notes, the Foreign Collateral Documents, each Guaranty, the Perfection Certificate, each Compliance Certificate, each Purchase Notice, any subordination agreements, notes or guaranties executed by Issuer or any other Obligor and any other present or future agreement entered into by Issuer, any Guarantor or any other Person, in each case, for the benefit of the Secured Parties in connection with this Agreement; all as amended, restated, or otherwise modified.

“Note Record” means a record maintained by each Purchaser with respect to the outstanding Obligations owed by Issuer to Purchaser and credits made thereto.

“Notes” means the senior secured notes issued from time to time pursuant to this Agreement.

“Obligations” means, with respect to any Obligor, all amounts, obligations, liabilities, covenants and duties of every type and description owing by such Obligor to Purchaser Agent or any Purchaser, any other indemnitee hereunder or any participant, arising out of, under, or in connection with, any Note Document, whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (i) all principal, interest and other amounts owing under any Note, all Revenue Participation Payments and the Repayment Amount, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding and (ii) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Obligor under any Note Document.

“Obligors” means, collectively, Issuer and the Guarantors.

“OFAC” means the U.S. Department of Treasury Office of Foreign Assets Control.

“On-Site Collateral” means the Collateral, other than any portion thereof consisting of (a) mobile equipment such as laptop computers and mobile telephones in the possession of any Obligor’s employees or agents, (b) assets out for repair, (c) Inventory or other goods in transit, (d) Inventory or other goods that are not finished goods or constitute work-in-progress, raw materials, or goods which are not of a type held for sale, in each case held by or on behalf of contract manufacturers in connection with the manufacturing

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thereof, and (e) Inventory solely to the extent such Inventory is being used to conduct ongoing Development.

“Operating Documents” means, for any Person, such Person’s formation documents, and, (a) if such Person is a corporation, its constitutional documents or bylaws in current form, (b) if such Person is a limited liability company, its certificate of incorporation, memorandum and articles of association, limited liability company agreement or operating agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto. For any Person organized or incorporated in Denmark, its “Operating Documents” shall consist of its articles of association (vedtægter).

“Parent” is defined in the preamble hereof.

“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, revisions, extensions and continuations-in-part of the same and including all foreign equivalents.

“Payment Date” means each March 31, June 30, September 30 and December 31, commencing on the first such date to occur following the First Purchase Date.

“Payment in Full” means all Obligations (other than inchoate indemnity obligations) have been fully repaid in cash and all Commitments have been terminated.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan, but excluding a Multiemployer Plan) that is maintained or is contributed to by any Obligor or ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards and minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Perfection Certificate” is defined in Section 5.1.

“Permitted Acquisition” means an Acquisition approved in writing by the Required Purchasers in their sole discretion.  Notwithstanding anything to the contrary contained herein, in order for any acquisition of Equity Interests or assets of another Person to constitute a Permitted Acquisition, (a) within fifteen (15) days of the closing of such Permitted Acquisition, Issuer (or such other Obligor or Subsidiary thereof making such Permitted Acquisition) and the target shall have executed such documents and taken such actions as may be required under Section 6.12; and (b) the Obligors shall have delivered to Purchaser Agent and Purchasers, in form and substance satisfactory to Purchaser Agent and Purchasers and sufficiently in advance (and in any case no later than five (5) Business Days prior to such Permitted Acquisition), such other financial information, financial analysis, documentation or other information relating to such Permitted Acquisition as Purchaser Agent and Purchasers shall reasonably request, including, without

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limitation, a certificate of the chief financial officer of Parent certifying compliance with the terms of the Note Documents (before and after giving effect to such Permitted Acquisition).

“Permitted Convertible Notes” means unsecured Indebtedness of Parent or an Obligor formed for the purpose of issuing such Indebtedness in the form of senior subordinated convertible or exchangeable notes; provided that such convertible or exchangeable notes shall (a) be convertible into, or exchangeable for, Equity Interests (other than Disqualified Equity Interests) of Parent and/or cash (in an amount determined by reference to such Equity Interests); provided that Parent or such Obligor shall have the right to elect to settle all such conversions or exchanges in such Equity Interests (together with cash in lieu of fractional Equity Interests) and Parent or such Obligor shall not elect cash or combination settlement upon conversion or exchange, (b) not be guaranteed by any Subsidiary of Parent, (c) not provide for any scheduled amortization or mandatory prepayment of principal prior to the stated maturity thereof (other than customary payments upon a “change of control” or “fundamental change” (it being understood that conversion or exchange of any such Indebtedness shall not be considered a prepayment for purposes this clause (c))), (d) contain subordination provisions substantially in the form as set forth on Exhibit F or as otherwise approved by Purchaser Agent in its sole discretion, (e) specifically designate this Agreement and all Obligations as “designated senior indebtedness” or similar term so that the subordination terms referred to in clause (d) of this definition specifically refer to such notes as being subordinated to the Secured Obligations pursuant to such subordination terms, (f) not contain any financial maintenance or negative covenants, (g) as of the date of issuance thereof contains terms, conditions, covenants, conversion or exchange rights, redemption rights and offer to repurchase rights, in each case, as are typical and customary for convertible notes issued in public or Rule 144A offerings by non-distressed issuers, and (h) if the terms thereof contain any cross-default or cross-acceleration event of default (each howsoever defined) provision relating to indebtedness or other payment obligations of Parent or any of its Subsidiaries (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”), contain a cure period of at least thirty (30) calendar days after written notice to the issuer of such convertible or exchangeable notes by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of the Indebtedness then outstanding under such convertible or exchangeable notes before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision.

“Permitted Distributions” means:

(a)repurchases of Parent’s shares to cover Parent’s or a Subsidiary’s obligations under existing and future employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director or consultant stock option plans, incentive plans, management participation plans or similar plans; provided that from and after Issuer’s exercise of the Liquidity Covenant Release Option, such repurchases shall not exceed 2% of Parent’s Market Capitalization (measured at the time of each applicable repurchase) during any fiscal year, unless, after giving effect to any applicable repurchase, U.S. Obligors will hold Cash in Controlled Accounts located in the United States in an amount at least equal to one year’s trailing operating expenses of Parent and its Subsidiaries, measured as of the last day of, and determined based on, the most recently ended quarter for which financial statements have been delivered or are required to have been delivered pursuant to Section 6.2(a)(i) or 6.2(a)(ii), as applicable.

(b)repurchases of Equity Interests deemed to occur upon the cash-less or net exercise of stock options, warrants or other convertible or exchangeable securities;

(c)repurchases of Equity Interests deemed to occur upon the withholding of a portion of the Equity Interests granted or awarded to a current or former officer, director, employee or consultant to pay for the taxes payable by such person upon such grant or award (or upon vesting or exercise thereof; and

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(d)dividends or distributions by any Subsidiary of an Obligor to an Obligor;

(e)dividends solely in ordinary shares of Parent; and

(f)dividends paid in cash by an SPV Entity to its direct parent, solely to the extent made in accordance with the Alexion Arrangement or the Royalty Pharma Arrangement, as applicable.

“Permitted Indebtedness” means:

(a)the Obligors’ Indebtedness to the Purchasers and Purchaser Agent under this Agreement and the other Note Documents;

(b)Indebtedness existing on the Effective Date and disclosed on the Perfection Certificate delivered on or prior to the Effective Date;

(c)Permitted Convertible Notes;

(d)unsecured Indebtedness to trade creditors incurred in the ordinary course of business;

(e)Indebtedness consisting of Capitalized Lease Obligations and purchase money Indebtedness, in each case incurred by Parent or any of its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such person, provided that the aggregate outstanding principal amount of all such Indebtedness does not exceed Two Hundred Fifty Thousand Dollars ($250,000) at any time;

(f)Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

(g)Contingent Obligations of Parent and its Subsidiaries in respect of Indebtedness otherwise permitted hereunder of Parent and any Subsidiary;

(h)Indebtedness incurred by Parent or its Subsidiaries to finance the payment of insurance premiums;

(i)Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to Parent or any Subsidiary incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person;

(j)Contingent Obligations (or liabilities as a surety, endorser, accommodation endorser or otherwise) in respect of performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business but excluding guaranties with respect to any obligations for borrowed money;

(k)Indebtedness comprising Investments permitted by clause (e) of Permitted Investments; provided that any obligations of an Obligor owing pursuant to this clause (k) shall be subordinated to the Obligations;

(l)Indebtedness consisting of obligations in respect (i) of purchase price adjustments in connection with the disposition of assets or acquisition of assets permitted hereunder or (ii) any earn-out,

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milestone or other contingent consideration in connection with a Permitted Acquisition, so long as no Event of Default has occurred and is continuing at the time of the incurrence thereof;

(m)Indebtedness incurred in respect of credit card processing services, credit or debit cards, stored value cards (including so-called “procurement cards” or “P cards”), or any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements, in each case, incurred in the ordinary course of business; provided that the aggregate amount of all such Indebtedness shall not exceed Five Hundred Thousand Dollars ($500,000) at any time outstanding;

(n)reimbursement obligations in connection with letters of credit that are secured by Cash and issued on behalf of Parent or a Subsidiary for real estate purposes in the ordinary course of business in a face amount up to One Hundred Thousand Dollars ($100,000), and otherwise in a face amount not to exceed Two Hundred Thousand Dollars ($200,000) at any time outstanding;

(o)Indebtedness of the SPV Entities expressly permitted by clause (e)(ii)(X) of the definition of Permitted Investments;

(p)Indebtedness arising under clause (k) of the definition thereof incurred in connection with a Permitted Acquisition; and

(q)other Indebtedness (other than Indebtedness incurred by an SPV Entity) in an aggregate amount at any time not to exceed One Million Dollars ($1,000,000).

“Permitted Investments” means:

(a)Investments existing on the Effective Date and disclosed on the Perfection Certificate delivered on or prior to the Effective Date;

(b)Investments consisting of cash and Cash Equivalents, in each case held in Collateral Accounts maintained in compliance with Section 6.6;

(c)Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

(d)Investments in connection with Transfers permitted by Section 7.1 (other than Asset Sale Repurchase Events);

(e)(i) Investments by Obligors in other Obligors (other than any SPV Entity); provided that Investments by Full Obligors in Limited Guarantors shall not exceed One Hundred Thousand Dollars ($100,000) at any time outstanding and (ii) Investments in SPV Entities (X) in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate during any fiscal year, which Investments shall be made solely (1) to the extent paid in cash, for the purpose of, and to the extent necessary for, covering operating expenses of the SPV Entities, and (2) otherwise as and to the extent consistent with the Alexion Arrangement and the Royalty Pharma Arrangement (each as in effect on the Effective Date), and (Y) (A) prior to the exercise of the Liquidity Covenant Release Option, in an unlimited amount, and (B) thereafter, in an amount not to exceed Fifteen Million Dollars ($15,000,000) in the aggregate during the life of this Agreement (including amounts Invested after the Effective Date but before the exercise of

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the Liquidity Covenant Release Option, which Investments shall be made solely for the purpose of, and to the extent necessary for, the defense or enforcement of Intellectual Property owned by the SPV Entities;

(f)Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Parent or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Parent’s Board of Directors; not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate for (i) and (ii) in any fiscal year;

(g)Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;

(h)Investments consisting of notes receivable, prepaid royalties and other credit extensions in the ordinary course of business in an aggregate amount at any time not to exceed One Hundred Thousand Dollars ($100,000);

(i)Permitted Acquisitions;

(j)Investments consisting of trade credit extended in the ordinary course of business;

(k)Investments by Parent in the form of the contribution of Licensed IP (as defined in the Alexion Agreement) to ZP SPV 3 K/S to the extent required by clause 8.1 of the Alexion Contribution Agreement, which Licensed IP relates solely to Parent’s complement inhibitor technology and is in no way related to any other Included Product; and

(l)other Investments (other than any Investment in an SPV Entity) in an aggregate amount at any time not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000).

“Permitted Licenses” means (a) any License Agreement involving the Commercialization of the Included Products exclusively outside of the United States and Europe; provided that (i) the License Agreement is not a Restricted License and constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property; and (ii) all upfront payments, royalties, milestone payments or other proceeds arising from the License Agreement that are payable to Parent or any Subsidiary are paid to a Controlled Account; (b) any License Agreement relating to any Included Products acquired in a Permitted Acquisition permitted under this Agreement; provided that such License Agreement existed at the time of such Permitted Acquisition and was not entered into in connection with or anticipation of such Permitted Acquisition; (c) any license granted to any Third Party for the Manufacture of any product or otherwise granted to a contract to a vendor or service provider in order to provide services for the benefit of Parent or its Affiliates but granting no rights to sell, offer to sell, have sold or otherwise Commercialize any Included Product and (d) any sponsored research or similar agreement providing for the Development of any product that does not grant the counterparty any right to sell, offer to sell, have sold or otherwise Commercialize any Included Product.

“Permitted Liens” means:

(a)Liens existing on the Effective Date and disclosed on the Perfection Certificate delivered on or prior to the Effective Date or arising under this Agreement and the other Note Documents;

(b)Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Parent or the applicable

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Subsidiary maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Code;

(c)Liens securing Indebtedness permitted under clause (e) of the definition of “Permitted Indebtedness,” provided that (i) such Liens exist prior to the acquisition of, or attach substantially simultaneous with, or within twenty (20) days after the acquisition, lease, repair, improvement or construction of, such property financed or leased by such Indebtedness and (ii) such Liens do not extend to any property other than the property (and Proceeds thereof) acquired, leased or built, or the improvements or repairs, financed by such Indebtedness;

(d)Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

(e)Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);

(f)leases or subleases of real property granted in the ordinary course of Issuer’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Product Intellectual Property) granted in the ordinary course of Issuer’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Purchaser Agent or any Purchaser a security interest therein;

(g)banker’s liens, rights of setoff and Liens in favor of financial institutions incurred in the ordinary course of business arising in connection with the Obligors’ deposit accounts or securities accounts held at such institutions provided such accounts are maintained in compliance with Section 6.6 hereof;