Common use of Effect of Default Clause in Contracts

Effect of Default. Upon the occurrence of any Default, and at any time thereafter, unless and until the Default may be cured, Dyax shall have the right to apply the Collateral toward the satisfaction of the Liabilities, to sell or otherwise dispose of the Collateral and/or enforce and collect the Collateral for application towards (but not necessarily in complete satisfaction) of the Liabilities, in addition to all of the rights and remedies of a secured party upon default under the Code. The Borrower shall remain liable to Dyax for any deficiency remaining following such application to any Liabilities. Any and all shares of the Pledged Securities may be registered in the name of Dyax or its nominee, and Dyax or its nominee may thereafter without further notice exercise all voting and corporate rights at any meeting of any issuer and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer or upon the exercise by any issuer or Dyax or such nominee of any right, privilege or option pertaining to any shares of the Pledged Securities, and, in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Dyax shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing so long as it acts in good faith. The Borrower acknowledges that any exercise by Dyax of Dyax's rights upon default may be subject to compliance by Dyax with state and/or federal law governing the sale of securities. Except as otherwise provided herein, the net proceeds which Dyax shall receive from the sale of the Collateral, in accordance with the provisions hereof, shall be applied in the following manner: First, to the payment of all costs and expenses incurred by Dyax in connection with the administration and enforcement of, or the preservation of any rights under, or otherwise in connection with this Agreement (including, without limitation, the costs and expenses of retaking, holding, preparing for sale or selling of any Collateral and the reasonable fees and disbursements of its counsel and agents); Second, to the payment of all other Liabilities in such order of priority as Dyax may determine in its sole discretion; and Third, as otherwise provided by applicable law.

Effect of Default. Upon the occurrence of any Default, and at any time thereafter, unless and until the Default may be cured, Dyax shall have the right to apply the Collateral toward the satisfaction of the Liabilities, which application shall be done in accordance with Section 2.5.2 of the Executive Employment Agreement of even date between the Borrower and Dyax with respect to any Unvested Shares (as defined in such agreement), to sell or otherwise dispose of the Collateral and/or enforce and collect the Collateral for application towards (but not necessarily in complete satisfaction) of the Liabilities, in addition to all of the rights and remedies of a secured party upon default under the Code. The Borrower shall remain liable to Dyax for any deficiency remaining following such application to any Liabilities. Any and all shares of the Pledged Securities may be registered in the name of Dyax or its nominee, and Dyax or its nominee may thereafter without further notice exercise all voting and corporate rights at any meeting of any issuer and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer or upon the exercise by any issuer or Dyax or such nominee of any right, privilege or option pertaining to any shares of the Pledged Securities, and, in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Dyax shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing so long as it acts in good faith. The Borrower acknowledges that any exercise by Dyax of Dyax's rights upon default may be subject to compliance by Dyax with state and/or federal law governing the sale of securities. Except as otherwise provided herein, the net proceeds which Dyax shall receive from the sale of the Collateral, in accordance with the provisions hereof, shall be applied in the following manner: First, to the payment of all costs and expenses incurred by Dyax in connection with the administration and enforcement of, or the preservation of any rights under, or otherwise in connection with this Agreement (including, without limitation, the costs and expenses of retaking, holding, preparing for sale or selling of any Collateral and the reasonable fees and disbursements of its counsel and agents); Second, to the payment of all other Liabilities in such order of priority as Dyax may determine in its sole discretion; and Third, as otherwise provided by applicable law.

Effect of Default. Upon This Agreement shall become effective upon the occurrence execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Offered Certificates that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Offered Certificates set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Offered Certificates set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as Underwriter may specify, to purchase the Offered Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Offered Certificates that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such principal amount of Offered Certificates without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Offered Certificates which it or they have agreed to purchase on such date and the aggregate principal amount of Offered Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Offered Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any Defaultnon-defaulting Underwriter or of the Company, and at except that the Company will continue to be liable for the payment of expenses for any time thereafter, unless and until non-defaulting Underwriter to the Default may be cured, Dyax extent set forth in paragraph (i) of Section 4. In any such case either you or the Company shall have the right to apply postpone the Collateral toward Closing Date, but in no event for longer than seven days, in order that the satisfaction required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Liabilities, Company to sell comply with the terms or otherwise dispose of the Collateral and/or enforce and collect the Collateral for application towards (but not necessarily in complete satisfaction) of the Liabilities, in addition to all of the rights and remedies of a secured party upon default under the Code. The Borrower shall remain liable to Dyax for any deficiency remaining following such application to any Liabilities. Any and all shares of the Pledged Securities may be registered in the name of Dyax or its nominee, and Dyax or its nominee may thereafter without further notice exercise all voting and corporate rights at any meeting of any issuer and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer or upon the exercise by any issuer or Dyax or such nominee of any right, privilege or option pertaining to any shares of the Pledged Securities, and, in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Dyax shall have no duty to exercise fulfill any of the aforesaid rightsconditions of this Agreement, privileges or options and shall not be responsible if for any failure reason the Company shall be unable to do so or delay in so doing so long as it acts in good faith. The Borrower acknowledges that any exercise by Dyax of Dyax's rights upon default may be subject to compliance by Dyax with state and/or federal law governing the sale of securities. Except as otherwise provided hereinperform its obligations under this Agreement, the net proceeds which Dyax shall receive from Company will reimburse the sale Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of the Collateral, in accordance with the provisions hereof, shall be applied in the following manner: First, to the payment of all costs and expenses their counsel) reasonably incurred by Dyax in connection with the administration and enforcement of, or the preservation of any rights under, or otherwise such Underwriters in connection with this Agreement (including, without limitation, or the costs and expenses of retaking, holding, preparing for sale or selling of any Collateral and the reasonable fees and disbursements of its counsel and agents); Second, to the payment of all other Liabilities in such order of priority as Dyax may determine in its sole discretion; and Third, as otherwise provided by applicable lawoffering contemplated hereunder.

Effect of Default. Upon the occurrence and any continuation of any Default, and at any time thereafter, unless and until the Default may be cured, Dyax Xxxxx shall have the right to apply the Collateral toward the satisfaction of the Liabilities, to sell or otherwise dispose of the Collateral and/or enforce and collect the Collateral for application towards (but not necessarily in complete satisfaction) of the Liabilities, in addition to all of the rights and remedies of a secured party upon default under the Code. The Borrower shall remain liable to Dyax Xxxxx for any deficiency remaining following such application to any Liabilities. Any Upon the occurrence and any continuation of any Default, any and all shares of the Pledged Securities may be registered in the name of Dyax Xxxxx or its nominee, and Dyax Xxxxx or its nominee may thereafter without further notice exercise all voting and corporate rights at any meeting of any issuer and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer or upon the exercise by any issuer or Dyax Xxxxx or such nominee of any right, privilege or option pertaining to any shares of the Pledged Securities, and, in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee;, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Dyax Xxxxx shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing so long as it acts in good faith. The Borrower acknowledges that any exercise by Dyax Xxxxx of Dyax's Xxxxx’x rights upon default may be subject to compliance by Dyax Xxxxx with state and/or federal law governing the sale of securities. Except as otherwise provided herein, the net proceeds which Dyax Xxxxx shall receive from the sale of the CollateralPledged Securities, in accordance with the provisions hereof, shall be applied in the following manner: Firstfirst, to the payment of all reasonable costs and expenses incurred by Dyax Xxxxx in connection with the administration and enforcement of, or the preservation of any rights under, or otherwise in connection with this Agreement or the Mortgage (including, without limitation, the costs and expenses of retaking, holding, preparing for sale or selling of any Collateral and the reasonable fees and disbursements of its counsel and agents); Secondsecond, to the payment of all other Liabilities in such order of priority as Dyax Xxxxx may determine in its sole discretion; and Thirdthird, as otherwise provided by applicable law.

Effect of Default. Upon the occurrence of any Default, and at any time thereafter, unless and until the Default may be cured, Dyax Asthmatx shall have the right to apply the Collateral toward the satisfaction of the Liabilities, to sell or otherwise dispose of the Collateral and/or enforce and collect the Collateral for application towards (but not necessarily in complete satisfaction) of the Liabilities, in addition to all of the rights and remedies of a secured party upon default under the Code. The Subject to the limitations set forth in the Note, the Borrower shall remain liable to Dyax Asthmatx for any deficiency remaining following such application to any Liabilities. Any and all shares of the Pledged Securities may be registered in the name of Dyax Asthmatx or its nominee, and Dyax Asthmatx or its nominee may thereafter without further notice exercise all voting and corporate rights at any meeting of any issuer and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer or upon the exercise by any issuer or Dyax Asthmatx or such nominee of any right, privilege or option pertaining to any shares of the Pledged Securities, and, in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Dyax Asthmatx shall have no duty to exercise any of the aforesaid rights, privileges or options prior to proceeding against any other assets of Borrower in satisfaction of any of the Liabilities and shall not be responsible for any failure to do so or delay in so doing so long as it acts in good faith. The Borrower acknowledges that any exercise by Dyax Asthmatx of Dyax's Asthmatx’s rights upon default may be subject to compliance by Dyax Asthmatx with state and/or federal law governing the sale of securities. Except as otherwise provided herein, the net proceeds which Dyax Asthmatx shall receive from the sale of the Collateral, in accordance with the provisions hereof, shall be applied in the following manner: First, to the payment of all costs and expenses incurred by Dyax Asthmatx in connection with the administration and enforcement of, or the preservation of any rights under, or otherwise in connection with this Agreement (including, without limitation, the costs and expenses of retaking, holding, preparing for sale or selling of any Collateral and the reasonable fees and disbursements of its counsel and agents); Second, to the payment of all other Liabilities in such order of priority as Dyax Asthmatx may determine in its sole discretion; and Third, as otherwise provided by applicable law.

Effect of Default. Upon the occurrence of any DefaultEvent of Default exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to (i) the lesser of 120% or the maximum amount permitted under applicable law times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”), on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to terms of the Note hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (w), (x), and (z) shall collectively be known as the “Default Sum”) or (ii) at any time thereafterthe option of the Holder, the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless and until the Default may Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be curedthe Conversion Date), Dyax shall have multiplied by (b) the right to apply highest Trading Price for the Collateral toward Common Stock during the satisfaction period beginning on the date of first occurrence of the Liabilities, Event of Default and ending one day prior to sell or otherwise dispose of the Collateral and/or enforce and collect Mandatory Prepayment Date (the Collateral for application towards (but not necessarily in complete satisfaction“Default Amount”) of the Liabilities, in addition to all of the rights and remedies of a secured party upon default under the Code. The Borrower shall remain liable to Dyax for any deficiency remaining following such application to any Liabilities. Any and all shares of the Pledged Securities may be registered in the name of Dyax or its nominee, other amounts payable hereunder shall immediately become due and Dyax or its nominee may thereafter without further notice exercise all voting and corporate rights at any meeting of any issuer and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer or upon the exercise by any issuer or Dyax or such nominee of any right, privilege or option pertaining to any shares of the Pledged Securities, and, in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determinepayable, all without liability except to account for property actually received by itdemand, but Dyax shall have no duty to exercise any presentment or notice, all of the aforesaid rightswhich hereby are expressly waived, privileges or options and shall not be responsible for any failure to do so or delay in so doing so long as it acts in good faith. The Borrower acknowledges that any exercise by Dyax of Dyax's rights upon default may be subject to compliance by Dyax together with state and/or federal law governing the sale of securities. Except as otherwise provided hereinall costs, the net proceeds which Dyax shall receive from the sale of the Collateral, in accordance with the provisions hereof, shall be applied in the following manner: First, to the payment of all costs and expenses incurred by Dyax in connection with the administration and enforcement of, or the preservation of any rights under, or otherwise in connection with this Agreement (including, without limitation, the costs legal fees and expenses expenses, of retakingcollection, holding, preparing for sale or selling of any Collateral and the reasonable fees and disbursements of its counsel and agents); Second, Holder shall be entitled to the payment of exercise all other Liabilities rights and remedies available at law or in such order equity. In the alternative, upon an Event of priority as Dyax may determine Default, at Holder’s option in its sole discretion; , Holder may require that Borrower return a pro rata amount of the Equity Stake based on (I) the Default Amount versus (II) the Principal Amount plus any remaining unpaid Installments, and ThirdBorrower shall return such portion of the Equity Stake within thirty (30) days of written notice from Holder. Borrower shall not sell, as otherwise provided by applicable lawassign, gift, transfer or convey any portion of the Equity Stake until its payment and conversion obligations under this Note have been fully satisfied.

Effect of Default. Upon If an Unmatured Event of Default or an Event of Default shall have occurred and be continuing, Agent may elect to do one or more of the occurrence of any Default, and following at any time thereafter, unless or times and until in any order: (i) reduce the Default may be cured, Dyax shall have the right to apply the Collateral toward the satisfaction amount of the LiabilitiesRevolving Commitment, (ii) restrict the amount of, or suspend its obligations to sell make, Revolving Loans, (iii) restrict or otherwise dispose suspend the issuance of the Collateral and/or enforce and collect the Collateral for application towards Letters of Credit or LC Guaranties or (but not necessarily in complete satisfactioniv) demand that Borrower immediately deposit with Agent an amount equal to one hundred ten percent (110%) of the LiabilitiesLC Exposure to enable Agent to make payments under the LC Guaranties when required, and such amount shall become immediately due and payable. If any Event of Default described in Section 13.1(e) shall occur, the Commitments (if not theretofore terminated) shall immediately terminate and the Notes and all other Liabilities shall become immediately due and payable, all without notice of any kind; and, in addition to all the case of any other Event of Default, Agent may, and Agent shall at the direction of the rights Required Lenders, declare the Commitments (if not theretofore terminated) to be terminated and remedies of a secured party upon default under the Code. The Borrower shall remain liable to Dyax for any deficiency remaining following such application to any Liabilities. Any Notes and all shares of other Liabilities to be due and payable, whereupon the Pledged Securities may be registered in Commitments (if not theretofore terminated) shall immediately terminate and the name of Dyax or its nomineeNotes and all other Liabilities shall become immediately due and payable, and Dyax or its nominee may thereafter all without further notice exercise all voting and corporate rights at any meeting of any issuer and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment kind. Agent shall promptly provide Borrower written notice of any issuer or upon the exercise by any issuer or Dyax or such nominee of any right, privilege or option pertaining to any shares of the Pledged Securities, and, in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, declaration but Dyax shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in so doing so long as it acts in good faith. The Borrower acknowledges that any exercise by Dyax of Dyax's rights upon default Section 13 may be subject waived by the Required Lenders in writing. In the case of any Event of Default occurring by reason of any wilful action or inaction by or on behalf of Borrower in order to compliance by Dyax with state and/or federal law governing avoid payment of any prepayment fee or premium pursuant to Section 2.8 which Borrower would have to pay if the sale of securities. Except as otherwise provided hereinLiabilities were paid in full, the net proceeds which Dyax such prepayment fee or premium shall receive from the sale of the Collateral, in accordance with the provisions hereof, shall also be applied in the following manner: First, immediately due and payable to the payment of all costs and expenses incurred extent permitted by Dyax in connection with the administration and enforcement of, or the preservation of any rights under, or otherwise in connection with this Agreement (including, without limitation, the costs and expenses of retaking, holding, preparing for sale or selling of any Collateral and the reasonable fees and disbursements of its counsel and agents); Second, to the payment of all other Liabilities in such order of priority as Dyax may determine in its sole discretion; and Third, as otherwise provided by applicable law.

Effect of Default. Upon If Tenant is in default or any event or condition has occurred which after notice or passage of time or both shall constitute a default during the occurrence of time period when it may otherwise exercise the option, then any Defaultattempt to exercise the option shall be null, void, and of no force or effect. If Tenant exercises the option and if Tenant is in default or any event or condition has occurred which after notice or passage of time or both shall constitute a default at any time thereafter, unless and until the Default may be cured, Dyax shall have the right to apply the Collateral toward the satisfaction after exercise of the Liabilities, to sell option or otherwise dispose on the first day for commencement of the Collateral and/or enforce and collect Extension Term, then the Collateral for application towards (but not necessarily in complete satisfaction) exercise of the Liabilitiesoption by Tenant shall be null, void, and of no force or effect. If Tenant has been in addition default in payment of any sum required by this Lease where a late charge has become due under this Lease for more than three times during any twelve-month period, then the provisions of this option to all extend the Term shall be canceled and shall be of no force or effect. No condition of the rights and remedies of a secured party upon default under the Code. The Borrower shall remain liable to Dyax for any deficiency remaining following such application to any Liabilities. Any and all shares of the Pledged Securities may be registered in the name of Dyax or its nomineePremises, and Dyax or its nominee may thereafter without further notice exercise all voting and corporate rights at any meeting of any issuer and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer or upon the exercise by any issuer or Dyax or such nominee of any right, privilege or option pertaining to any shares of the Pledged Securities, and, in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Dyax shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing so long as it acts in good faith. The Borrower acknowledges that any exercise by Dyax of Dyax's rights upon default may be subject to compliance by Dyax with state and/or federal law governing the sale of securities. Except as otherwise provided herein, the net proceeds which Dyax shall receive from the sale of the Collateral, in accordance with the provisions hereof, shall be applied in the following manner: First, to the payment of all costs and expenses incurred by Dyax in connection with the administration and enforcement of, or the preservation of any rights under, or otherwise in connection with this Agreement (including, without limitation, any alteration or improvement made by Tenant, oral intention expressed by Tenant or detrimental reliance by Tenant on any statement, act, or omission by Landlord shall vest any rights in Tenant for exercise of this option or to possess the costs Premises during any period set for extension of the Term in this option, or estop Landlord from eviction of Tenant after the end of the Term of this Lease then in effect, or give rise to any equitable defense to such eviction. Tenant hereby waives any and expenses all equitable remedies with respect to this option unless Tenant has complied in all respect with the written notice requirements set forth herein. The sole and exclusive method for exercise of retaking, holding, preparing the option contained herein shall be delivery of the written notice called for sale or selling herein by Tenant to Landlord on a timely basis. Landlord and Tenant hereby agree that time is of the essence with respect to delivery of any Collateral and notice of exercise by Tenant to Landlord. The date for delivery of any notice required or permitted in this option shall be determined by the reasonable fees and disbursements provisions for delivery of its counsel and agents); Second, to the payment of all other Liabilities notice contained in such order of priority as Dyax may determine in its sole discretion; and Third, as otherwise provided by applicable lawthis Lease.

Effect of Default. Upon If Tenant is in material default or any event or condition has occurred which after notice or passage of time or both shall constitute a default during the occurrence time period when it may otherwise exercise the option, then any attempt to exercise the option shall be null, void and of no force or effect. If Tenant exercises the option and if Tenant is in material default or any Default, and event or condition has occurred which after notice or passage of time or both shall constitute a material default at any time thereafter, unless and until the Default may be cured, Dyax shall have the right to apply the Collateral toward the satisfaction after exercise of the Liabilities, to sell option or otherwise dispose on the first day for commencement of the Collateral and/or enforce and collect Option Term, then the Collateral for application towards (but not necessarily in complete satisfaction) exercise of the Liabilitiesoption by tenant shall be null, void and of no force or effect. If Tenant has been in addition default in payment of any sum required by this Lease where a late charge has become due under this Lease for more than three times during any twelve-month period, then the provisions of this option to all extend the Term shall be canceled and shall be of no force or effect. No condition of the rights and remedies of a secured party upon default under the Code. The Borrower shall remain liable to Dyax for any deficiency remaining following such application to any Liabilities. Any and all shares of the Pledged Securities may be registered in the name of Dyax or its nomineePremises, and Dyax or its nominee may thereafter without further notice exercise all voting and corporate rights at any meeting of any issuer and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer or upon the exercise by any issuer or Dyax or such nominee of any right, privilege or option pertaining to any shares of the Pledged Securities, and, in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Dyax shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing so long as it acts in good faith. The Borrower acknowledges that any exercise by Dyax of Dyax's rights upon default may be subject to compliance by Dyax with state and/or federal law governing the sale of securities. Except as otherwise provided herein, the net proceeds which Dyax shall receive from the sale of the Collateral, in accordance with the provisions hereof, shall be applied in the following manner: First, to the payment of all costs and expenses incurred by Dyax in connection with the administration and enforcement of, or the preservation of any rights under, or otherwise in connection with this Agreement (including, without limitation, any alteration or improvement made by Tenant, oral intention expressed by Tenant or detrimental reliance by Tenant on any statement, act or omission by Landlord shall best any rights in tenant for exercise of this option or to possess the costs premises during any period set for extension of the Term in this option, or estop Landlord from eviction of tenant after the end of the Term of this Lease then in effect, or give rise to any equitable defense to such eviction. Tenant hereby waives any and expenses all equitable remedies with respect to this option unless Tenant has complied in all respect with the written notice requirements set forth herein. The sole and exclusive method for exercise of retaking, holding, preparing the option contained herein shall be delivery of the written notice called for sale or selling herein by Tenant to Landlord on a timely basis. Landlord and Tenant hereby agree that time is of the essence with respect to delivery of any Collateral notice of exercise by Tenant to Landlord. The date for delivery of any notice required or permitted in this option shall be determined by the provisions for delivery of notice contained in this Lease. EXHIBIT E BRITISH PACIFIC CENTRE FORM OF TENANT'S ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Office Lease (the "Lease") made and entered into as of February 4, 1998 and between BRITISH PACIFIC PROPERTIES CORPORATION, a California Corporation, as Landlord, and the reasonable fees and disbursements undersigned as Tenant, for Premises on the second floor of its counsel and agents); Secondthe Office Building located at 0000 Xxxxxxxxxx Xxxxxx Xxxx, to the payment of all other Liabilities in such order of priority Xxx Xxxxx, Xxxxxxxxxx 00000 certifies as Dyax may determine in its sole discretion; and Third, as otherwise provided by applicable law.follows:

Effect of Default. 17.2.1. Upon the occurrence of any Event of Default, and at any time thereafter, unless and until the Default may be cured, Dyax shall have the right to apply the Collateral toward the satisfaction of the Liabilities, to sell or otherwise dispose of the Collateral and/or enforce and collect the Collateral for application towards (but not necessarily in complete satisfaction) of the Liabilities, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may, without formally terminating this Agreement: (i) deem all of the rights Obligations immediately due and remedies of a secured party upon default under the Code. The Borrower shall remain liable to Dyax for any deficiency remaining following such application to any Liabilities. Any payable without notice and all shares of fees shall accrue and be payable at the Pledged Securities Default Fees rate, (ii) perform Accounts collection services which services may be registered in the name of Dyax or its nomineeinclude, but are not limited to, (1) communicating with Account Debtors, (2) reviewing public records and credit reports, and Dyax (3) the bringing (in Purchaser’s or its nominee may thereafter without further notice exercise Seller’s name at Seller’s sole expense), actions deemed appropriate by Purchaser to effect collection of each pool of Purchased Accounts (“Collection Services”). At all voting times hereunder, Seller shall be deemed to have authorized Purchaser to perform Collection Services; (iii) to change the address for delivery of mail to Seller and corporate rights at to receive and open mail addressed to Seller and to the extent mail appears to be unrelated to Purchaser’s interests, make such mail available to Seller for pick-up or otherwise transfer such mail to Seller which duty to transfer such mail shall commence thirty (30) days after Purchaser first receives physical possession of Seller’s mail, and to receive, open, and dispose of all mail addressed to Seller; (iv) Extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any meeting of any issuer and exercise terms or conditions, any and all rights of conversion, exchange, subscription Accounts and discharge or release any other rights, privileges or options pertaining to any shares of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization Obligor or other readjustment obligor (including filing of any issuer or upon the exercise public record releasing any lien granted to Seller by any issuer or Dyax or such nominee of any rightObligor), privilege or option pertaining to any shares of the Pledged Securities, and, in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Dyax shall have no duty to exercise affecting any of the aforesaid rightsObligations or Purchaser ’s rights under this Agreement; (v) Initiate electronic debit or credit entries through the ACH system to any deposit account maintained by Seller; (vi) Notify any Obligor obligated on an Account, privileges or options and shall not be responsible for any failure to do so or delay in so doing so long as it acts in good faith. The Borrower acknowledges that any exercise by Dyax of Dyax's rights upon default may be subject to compliance by Dyax with state and/or federal law governing the sale of securities. Except as otherwise provided hereinthat, inter alia, the net proceeds which Dyax shall receive from the sale of the Collateral, in accordance with the provisions hereof, shall Account has been assigned to Purchaser by Seller and that payment thereof is to be applied in the following manner: First, made to the payment of all costs and expenses incurred by Dyax in connection with the administration and enforcement of, or the preservation of any rights under, or otherwise in connection with this Agreement (including, without limitation, the costs and expenses of retaking, holding, preparing for sale or selling of any Collateral and the reasonable fees and disbursements of its counsel and agents); Second, to the payment of all other Liabilities in such order of priority and directly and solely to Purchaser; (vii) Without expense to Purchaser, Purchaser may use any of Seller's personnel and equipment, including computer equipment, programs, printed output and computer media, supplies and premises for the collection of Accounts and realization on other Collateral as Dyax may determine Purchaser, in its sole discretion; , deems appropriate and Third(viii) In the event Purchaser deems it necessary to seek equitable relief, including, but not limited to, injunctive or receivership remedies, as a result of an Event of Default, Seller waives any requirement that Purchaser post or otherwise provided by applicable obtain or procure any bond. Alternatively, in the event Purchaser, in its sole and exclusive discretion, desires to procure and post a bond, Purchaser may procure and file with the court a bond in an amount up to and not greater than $10,000.00 notwithstanding any common or statutory law requirement to the contrary. Upon Purchaser ’s posting of such bond it shall be entitled to all benefits as if such bond was posted in compliance with state law.

Effect of Default. Upon If Tenant is in default or any event or ----------------- condition has occurred which after notice or passage of time or both shall constitute a default during the occurrence of time period when it may otherwise exercise the option, then any Defaultattempt to exercise the option shall be null, void, and of no force or effect. If Tenant exercises the option and if Tenant is in default or any event or condition has occurred which after notice or passage of time or both shall constitute a default at any time thereafter, unless and until the Default may be cured, Dyax shall have the right to apply the Collateral toward the satisfaction after exercise of the Liabilities, to sell option or otherwise dispose on the first day for commencement of the Collateral and/or enforce and collect Extension Term, then the Collateral for application towards (but not necessarily in complete satisfaction) exercise of the Liabilitiesoption by Tenant shall be null, void, and of no force or effect. If Tenant has been in addition default in payment of any sum required by this Lease where a late charge has become due under this Lease for more than three times during any twelve- month period, then the provisions of this option to all extend the Term shall be canceled and shall be of no force or effect. No condition of the rights and remedies of a secured party upon default under the Code. The Borrower shall remain liable to Dyax for any deficiency remaining following such application to any Liabilities. Any and all shares of the Pledged Securities may be registered in the name of Dyax or its nomineePremises, and Dyax or its nominee may thereafter without further notice exercise all voting and corporate rights at any meeting of any issuer and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer or upon the exercise by any issuer or Dyax or such nominee of any right, privilege or option pertaining to any shares of the Pledged Securities, and, in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Dyax shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing so long as it acts in good faith. The Borrower acknowledges that any exercise by Dyax of Dyax's rights upon default may be subject to compliance by Dyax with state and/or federal law governing the sale of securities. Except as otherwise provided herein, the net proceeds which Dyax shall receive from the sale of the Collateral, in accordance with the provisions hereof, shall be applied in the following manner: First, to the payment of all costs and expenses incurred by Dyax in connection with the administration and enforcement of, or the preservation of any rights under, or otherwise in connection with this Agreement (including, without limitation, any alteration or improvement made by Tenant, oral intention expressed by Tenant or detrimental reliance by Tenant on any statement, act, or omission by Landlord shall vest any rights in Tenant for exercise of this option or to possess the costs Premises during any period set for extension of the Term in this option, or estop Landlord from eviction of Tenant after the end of the Term of this Lease then in effect, or give rise to any equitable defense to such eviction. Tenant hereby waives any and expenses all equitable remedies with respect to this option unless Tenant has complied in all respect with the written notice requirements set forth herein. The sole and exclusive method for exercise of retaking, holding, preparing the option contained herein shall be delivery of the written notice called for sale or selling herein by Tenant to Landlord on a timely basis. Landlord and Tenant hereby agree that time is of the essence with respect to delivery of any Collateral and notice of exercise by Tenant to Landlord. The date for delivery of any notice required or permitted in this option shall be determined by the reasonable fees and disbursements provisions for delivery of its counsel and agents); Second, to the payment of all other Liabilities notice contained in such order of priority as Dyax may determine in its sole discretion; and Third, as otherwise provided by applicable lawthis Lease.