Common use of Initial Deposit Clause in Contracts

Initial Deposit. On the Effective Date, Depositor shall submit an initial deposit consisting of (i) one paper deposit of [**] (listed in Exhibit D) original, complete and witnessed laboratory notebooks related to the business of Depositor and reflecting inventions from the inception of Depositor’s business through the Effective Date of this Agreement, (ii) a digital copy of the laboratory notebooks described above in Section 1(a)(i), and (iii) a master inventory list referencing each deposited laboratory notebook, including without limitation, its assigned number and the individual to whom the laboratory notebook was issued (collectively the (“Deposit Materials”) to be deposited in Escrow Associates’ Atlanta, Georgia facility. Depositor shall complete and deliver with all Deposit Materials a form as shown herein as Exhibit B, which shall then become part of this Agreement. Upon receipt of the initial deposit, Escrow Associates will verify (i) the total number of laboratory notebooks, (ii) that each laboratory notebook listed on the master inventory list is included in the initial deposit and (iii) that the individual to whom the laboratory notebook was issued as listed in each laboratory notebook corresponds to the same individual noted on the master inventory list. In the event that Deposit Materials (initial or subsequent updates) are not clearly labeled as described above or there are other unforeseen issues in receiving, inventorying or storing the Deposit Materials, Escrow Associates reserves the right to invoice (as provided for on Exhibit A hereto) for time associated with sorting Deposit Materials, communicating with Depositor to correctly identify and label Deposit Materials or other time spent outside of normal services defined herein. Escrow Associates will provide a written estimate to Beneficiary for such services and obtain written approval before commencing such work. Escrow Associates will notify Beneficiary and Depositor of the results of such verification, expressly noting any discrepancies within [**] business days of receipt of the initial Deposit Materials. Any additional verification services shall be as mutually agreed upon in writing between Escrow Associates and Beneficiary.Escrow Associates has no obligation with respect to the initial Deposit Materials for delivery, functionality, completeness, or initial quality.

Initial Deposit. On the Effective Date, Depositor shall submit an initial deposit consisting of (i) one paper deposit of [**] (listed in Exhibit D) original, complete and witnessed laboratory notebooks related to the business of Depositor and reflecting inventions from the inception of Depositor’s business through the Effective Date of this Agreement, (ii) a digital copy of the laboratory notebooks described above in Section 1(a)(i), and (iii) a master inventory list referencing each deposited laboratory notebook, including without limitation, its assigned number and the individual to Escrow Associates, LLC U.S. Three-Party Escrow Agreement Cerulean Pharma Inc and Calando Pharmaceuticals, Inc June 2009 whom the laboratory notebook was issued (collectively the (“Deposit Materials”) to be deposited in Escrow Associates’ Atlanta, Georgia facility. Depositor shall complete and deliver with all Deposit Materials a form as shown herein as Exhibit B, which shall then become part of this Agreement. Upon receipt of the initial deposit, Escrow Associates will verify verify (i) the total number of laboratory notebooks, (ii) that each laboratory notebook listed on the master inventory list is included in the initial deposit and (iii) that the individual to whom the laboratory notebook was issued as listed in each laboratory notebook corresponds to the same individual noted on the master inventory list. In the event that Deposit Materials (initial or subsequent updates) are not clearly labeled as described above or there are other unforeseen issues in receiving, inventorying or storing the Deposit Materials, Escrow Associates reserves the right to invoice (as provided for on Exhibit A hereto) for time associated with sorting Deposit Materials, communicating with Depositor to correctly identify and label Deposit Materials or other time spent outside of normal services defined herein. Escrow Associates will provide a written estimate to Beneficiary for such services and obtain written approval before commencing such workwork . Escrow Associates will notify Beneficiary and Depositor of the results of such verification, expressly noting any discrepancies within [**] business days of receipt of the initial Deposit Materials. Any additional verification services shall be as mutually agreed upon in writing between Escrow Associates and Beneficiary.. Escrow Associates has no obligation with respect to the initial Deposit Materials for delivery, functionality, completeness, or initial quality.

Initial Deposit. On Within five (5) business days after the Effective Date, Depositor Buyer shall submit deliver to Escrow Holder the Initial Deposit. The Initial Deposit shall be deposited by Escrow Holder in an initial deposit consisting interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller reasonably deem appropriate and consistent with the timing requirements of (i) one paper deposit of [**] (listed in Exhibit D) original, complete and witnessed laboratory notebooks related this Agreement. The interest thereon shall accrue to the business benefit of Depositor and reflecting inventions from the inception of Depositor’s business through party receiving the Effective Date Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below, the Initial Deposit shall become non-refundable except as otherwise provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer has failed to deliver Buyer’s Approval Notice, this Agreement shall be automatically terminated and the Initial Deposit (less the Independent Consideration), together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Date, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) a digital copy of the laboratory notebooks described above in retained by Seller as liquidated damages pursuant to Section 1(a)(i)16.2, and below, or (iii) a master inventory list referencing each deposited laboratory notebookreturned to Buyer if (A) this Agreement is terminated, including without limitation, its assigned number and the individual to whom the laboratory notebook was issued (collectively the (“Deposit Materials”) to be deposited in Escrow Associates’ Atlanta, Georgia facility. Depositor shall complete and deliver with all Deposit Materials a form as shown herein as Exhibit B, which shall then become part provisions of this Agreement. Upon receipt of the initial deposit, Escrow Associates will verify (i) the total number of laboratory notebooks, (ii) that each laboratory notebook listed on the master inventory list is included in the initial deposit and (iii) that the individual to whom the laboratory notebook was issued as listed in each laboratory notebook corresponds to the same individual noted on the master inventory list. In the event that Deposit Materials (initial Sections 4.4 or subsequent updates) are not clearly labeled as described above or there are other unforeseen issues in receiving, inventorying or storing the Deposit Materials, Escrow Associates reserves the right to invoice (as provided for on Exhibit A hereto) for time associated with sorting Deposit Materials, communicating with Depositor to correctly identify and label Deposit Materials or other time spent outside of normal services defined herein. Escrow Associates will provide a written estimate to Beneficiary for such services and obtain written approval before commencing such work. Escrow Associates will notify Beneficiary and Depositor of the results of such verification, expressly noting any discrepancies within [**] business days of receipt of the initial Deposit Materials. Any additional verification services shall be as mutually agreed upon in writing between Escrow Associates and Beneficiary.Escrow Associates has no obligation with respect to the initial Deposit Materials for delivery, functionality, completeness13 apply, or initial quality(B) this Agreement is terminated because of a breach by Seller.

Initial Deposit. On (a) Upon the Effective Date, Depositor shall submit an initial deposit consisting of (i) one paper deposit of [**] (listed in Exhibit D) original, complete execution and witnessed laboratory notebooks related to the business of Depositor and reflecting inventions from the inception of Depositor’s business through the Effective Date delivery of this Agreement, Purchaser shall pay to the Seller, as a deposit towards the Purchase Price, an amount equal to $3,000,000, of which $375,000 has already been delivered to Seller directly in the form of the Bridge Loan (the "Initial Deposit"), by wire transfer of immediately available funds to an account designed in writing by Seller solely for the purposes of settling the Seller Debt and/or the Unaccredited Investor Cash Out Amount at Closing. Such account shall be a separate and distinct interest-bearing account and shall not be subject to any lien, encumbrance, attachment, trustee process or any other judicial process of any creditor of any party hereto. Seller shall not distribute, use or release the Initial Deposit except for the purposes of settling (i) the Unaccredited Investor Cash Out Amount at or following Closing, (ii) Seller Debt, or (iii) in accordance with the express terms and conditions of this Agreement. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller may use the Initial Deposit to make the payments in respect of Seller Debt described on Schedule 2.4 of the Seller Disclosure Letter; provided, however, that from the Agreement Date through the Closing, Seller shall not distribute, use or release any portion of the Initial Deposit to settle or repay any Seller Debt (i) relating to or arising from any Convertible Notes or (ii) to settle or repay any other Liabilities not listed on Schedule 2.4 of the Seller Disclosure Letter. (b) At least one (1) Business Day prior to Closing, Seller shall deliver to Purchaser (i) a schedule setting forth the names of all Unaccredited Securityholders and a good faith estimate of the amount to be paid to each such Unaccredited Securityholder from the Initial Deposit in accordance with the Plan of Liquidation and (ii) a digital copy schedule setting forth (A) Seller's good faith estimate of all outstanding Seller Debt measured as of immediately prior to Closing, (B) the holders of such outstanding Seller Debt and (C) the amount of money due and owing from Seller to such holders of outstanding Seller Debt (collectively, the "Closing Date Schedule"), which Closing Date Schedule shall be reasonably acceptable to Purchaser; provided, however, that any item of Seller Debt set forth on the Closing Date Schedule which was also set forth on Schedule 2.4 of the laboratory notebooks described above in Section 1(a)(i), and (iii) a master inventory list referencing each deposited laboratory notebook, including without limitation, its assigned number and the individual to whom the laboratory notebook was issued (collectively the (“Deposit Materials”) to be deposited in Escrow Associates’ Atlanta, Georgia facility. Depositor shall complete and deliver with all Deposit Materials a form as shown herein as Exhibit B, which shall then become part of this Agreement. Upon receipt of the initial deposit, Escrow Associates will verify (i) the total number of laboratory notebooks, (ii) that each laboratory notebook listed on the master inventory list is included in the initial deposit and (iii) that the individual to whom the laboratory notebook was issued as listed in each laboratory notebook corresponds to the same individual noted on the master inventory list. In the event that Deposit Materials (initial or subsequent updates) are not clearly labeled as described above or there are other unforeseen issues in receiving, inventorying or storing the Deposit Materials, Escrow Associates reserves the right to invoice (as provided for on Exhibit A hereto) for time associated with sorting Deposit Materials, communicating with Depositor to correctly identify and label Deposit Materials or other time spent outside of normal services defined herein. Escrow Associates will provide a written estimate to Beneficiary for such services and obtain written approval before commencing such work. Escrow Associates will notify Beneficiary and Depositor of the results of such verification, expressly noting any discrepancies within [**] business days of receipt of the initial Deposit Materials. Any additional verification services Seller Disclosure Letter shall be as mutually agreed upon in writing between Escrow Associates and Beneficiarydeemed acceptable to Purchaser.Escrow Associates has no obligation with respect to the initial Deposit Materials for delivery, functionality, completeness, or initial quality.

Initial Deposit. On Within three (3) Business Days after the Effective Date, Depositor shall submit an initial deposit consisting of (i) one paper deposit of [**] (listed in Exhibit D) original, complete execution and witnessed laboratory notebooks related delivery to the business of Depositor Escrow Holder by both Seller and reflecting inventions from the inception of Depositor’s business through the Effective Date Purchaser of this Agreement, the “Memorandum of Agreement” and the “Quitclaim” (iias such terms are defined in Section 10.10 below) a digital copy (time being of the laboratory notebooks described above essence), Purchaser shall deposit, or cause to be deposited with Escrow Holder, in Section 1(a)(icash, by a confirmed wire transfer of immediately available funds or by certified bank check (hereinafter referred to as “Immediately Available Funds”), the amount of Four Hundred Fifty Thousand Dollars ($450,000.00) (the “Initial Deposit”), and the Penfield Deposit (iiias defined in Section 11.1 below) a master inventory list referencing each deposited laboratory notebookin the amount of Sixteen Thousand Dollars ($16,000.00), including without limitation, its assigned number for an aggregate amount of Four Hundred Sixty-Six Thousand and No/100s Dollars ($466,000.00). If Purchaser fails to deliver the Initial Deposit and the individual to whom Penfield Deposit into Escrow strictly as and when contemplated herein, then such failure shall constitute a material breach by Purchaser under this Agreement, and this Agreement shall automatically terminate and thereafter neither party shall have any further rights or obligations except for the laboratory notebook was issued Surviving Obligations (collectively as hereinafter defined). Escrow Holder shall place the (“Deposit Materials”) to be deposited Initial Deposit, upon receipt, in Escrow Associates’ Atlanta, Georgia facility. Depositor shall complete and deliver with all Deposit Materials a form as shown herein as Exhibit Bone or more federally insured interest bearing accounts, which shall then become part be consistent with the timing requirements of this transaction and reasonably satisfactory to Purchaser and Seller (the “Escrow Account”), pending disbursement in accordance with the terms of this Agreement. Upon The Penfield Deposit shall be held and disbursed as provided in Section 11.1 below. All interest which accrues on the “Deposit” (as defined below) while held by Escrow Holder in the Escrow Account shall be added to and increase the Deposit. Following Escrow Holder’s receipt of the initial depositInitial Deposit and the Penfield Deposit and confirmation that such funds have cleared with the bank, Escrow Associates will verify (i) Holder shall promptly record the total number Memorandum of laboratory notebooks, (ii) that each laboratory notebook listed on the master inventory list is included Agreement in the initial deposit Official Records and (iii) that the individual to whom the laboratory notebook was issued as listed in each laboratory notebook corresponds to the same individual noted on the master inventory list. In the event that Deposit Materials (initial or subsequent updates) are not clearly labeled as described above or there are other unforeseen issues in receiving, inventorying or storing the Deposit Materials, Escrow Associates reserves the right to invoice (as provided for on Exhibit A hereto) for time associated with sorting Deposit Materials, communicating with Depositor to correctly identify and label Deposit Materials or other time spent outside of normal services defined herein. Escrow Associates will provide a written estimate to Beneficiary for such services and obtain written approval before commencing such work. Escrow Associates will notify Beneficiary and Depositor of the results conformed copy of such verification, expressly noting any discrepancies within [**] business days of receipt of the initial Deposit Materials. Any additional verification services shall be as mutually agreed upon in writing between Escrow Associates recorded document to Seller and BeneficiaryPurchaser.Escrow Associates has no obligation with respect to the initial Deposit Materials for delivery, functionality, completeness, or initial quality.

Initial Deposit. On Declaration of Trust and Issuance of ----------------------------------------------------- Initial Creation Baskets. ------------------------- (a) The Trustee acknowledges that the Effective Date, Depositor shall submit an initial deposit consisting of Trustee has received (i) one paper deposit of [**] (listed in Exhibit D) original, complete and witnessed laboratory notebooks related from the Initial Custodian confirmation that the Initial Custodian has credited the Initial Deposit to the business Trust Unallocated Account, and (ii) the Transaction Fee(s) payable with respect to the Purchase Order(s) relating to issuance of Depositor the initial Creation Baskets, if any. The Trustee hereby declares that subject to the terms and reflecting inventions from the inception of Depositor’s business through the Effective Date conditions of this Agreement, (i) the Initial Deposit, (ii) a digital copy of all Gold that the laboratory notebooks described above Custodian credits to the Trust Allocated Account, the Trust Unallocated Account and any other Custody Account, in Section 1(a)(i)accordance with the Custody Agreements, and (iii) a master inventory list referencing each deposited laboratory notebookall other assets owned by the Trust from time to time, including without limitation, its assigned number shall be owned by the Trust and the individual Trustee as trustee thereof, for the use and benefit of all present and future Beneficial Owners in accordance with their respective beneficial interests as the same may be constituted from time to whom time. (b) The Trustee hereby confirms that, in exchange for the laboratory notebook was Initial Deposit, the Trustee has issued the Global Security to the Depository and that, upon the registration statement for the sale of the Equity Gold Shares being declared effective, the Trustee will direct the Depository to credit to the Depositor identified in Schedule A the Equity Gold Shares constituting the number of Creation Baskets identified in such Schedule A. (collectively c) Pursuant to the Distribution Agreement (“Deposit Materials”the "Distribution Agreement") between the Sponsor and UBS Warburg LLC (the "Underwriter"), on the third Business Day following the date on which the Distribution Agreement is signed (the date on which the Distribution Agreement is signed, the "Underwriter's Order Date" and the third following Business Day, the "Underwriter's Settlement Date"), or such later Business Day which the Sponsor shall specify by written instruction to be deposited the Trustee received by the Trustee not later than the Business Day preceding the Underwriter's Settlement Date, the Underwriter shall deliver to the Custodian the Creation Basket Deposit, computed for the Underwriter's Order Date, for the number of Creation Baskets specified in Escrow Associates’ Atlantathe Distribution Agreement and, Georgia facility. Depositor upon notice from the Custodian that the Custodian has received such Creation Basket Deposit, the Trustee shall complete issue and deliver with all Deposit Materials a form as shown herein as Exhibit B, which shall then become part such number of this Agreement. Upon receipt Creation Baskets to the Depository for credit to the account of the initial deposit, Escrow Associates will verify (i) the total number of laboratory notebooks, (ii) that each laboratory notebook listed on the master inventory list is included in the initial deposit and (iii) that the individual to whom the laboratory notebook was issued as listed in each laboratory notebook corresponds to the same individual noted on the master inventory list. In the event that Deposit Materials (initial or subsequent updates) are not clearly labeled as described above or there are other unforeseen issues in receiving, inventorying or storing the Deposit Materials, Escrow Associates reserves the right to invoice (as provided for on Exhibit A hereto) for time associated with sorting Deposit Materials, communicating with Depositor to correctly identify and label Deposit Materials or other time spent outside of normal services defined herein. Escrow Associates will provide a written estimate to Beneficiary for such services and obtain written approval before commencing such work. Escrow Associates will notify Beneficiary and Depositor of the results of such verification, expressly noting any discrepancies within [**] business days of receipt of the initial Deposit Materials. Any additional verification services shall be as mutually agreed upon in writing between Escrow Associates and BeneficiaryUnderwriter.Escrow Associates has no obligation with respect to the initial Deposit Materials for delivery, functionality, completeness, or initial quality.

Initial Deposit. On Within two (2) business days after the Effective Date, Depositor Buyer shall submit deliver to Escrow Holder the Initial Deposit. The Initial Deposit and Additional Deposit (if any) shall be deposited by Escrow Holder in an initial deposit consisting interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller deem appropriate and consistent with the timing requirements of (i) one paper deposit of [**] (listed in Exhibit D) original, complete and witnessed laboratory notebooks related this Agreement. The interest thereon shall accrue to the business benefit of Depositor Buyer and reflecting inventions from be paid to the inception of Depositor’s business through party receiving the Effective Date Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the Opening of Escrow. Concurrently with the expiration of the Property Approval Period and provided Buyer has timely delivered Buyer’s Approval Notice (as those terms are defined in Sections 4.1.1 and 4.1.2, respectively, below), the Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer does not deliver Buyer’s Approval Notice, this Agreement shall terminate and the Initial Deposit, together with all interest accrued thereon (but less the Independent Consideration (as defined in Section 2.4 below) and one-half (1/2) of the escrow costs), shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Deadline, the Initial Deposit together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) a digital copy of the laboratory notebooks described above in retained by Seller as liquidated damages pursuant to Section 1(a)(i)16.2 below, and or (iii) a master inventory list referencing each deposited laboratory notebookreturned to Buyer (less the Independent Consideration) if the Close of Escrow does not occur, including without limitation, its assigned number and the individual this Agreement is terminated pursuant to whom the laboratory notebook was issued (collectively the (“Deposit Materials”) to be deposited in Escrow Associates’ Atlanta, Georgia facility. Depositor shall complete and deliver with all Deposit Materials a form as shown herein as Exhibit B, which shall then become part of this Agreement. Upon receipt of the initial deposit, Escrow Associates will verify (i) the total number of laboratory notebooks, (ii) that each laboratory notebook listed on the master inventory list is included in the initial deposit and (iii) that the individual to whom the laboratory notebook was issued as listed in each laboratory notebook corresponds to the same individual noted on the master inventory list. In the event that Deposit Materials (initial Sections 4.4 or subsequent updates) are not clearly labeled as described above or there are other unforeseen issues in receiving, inventorying or storing the Deposit Materials, Escrow Associates reserves the right to invoice (as provided for on Exhibit A hereto) for time associated with sorting Deposit Materials, communicating with Depositor to correctly identify and label Deposit Materials or other time spent outside of normal services defined herein. Escrow Associates will provide a written estimate to Beneficiary for such services and obtain written approval before commencing such work. Escrow Associates will notify Beneficiary and Depositor of the results of such verification, expressly noting any discrepancies within [**] business days of receipt of the initial Deposit Materials. Any additional verification services shall be as mutually agreed upon in writing between Escrow Associates and Beneficiary.Escrow Associates has no obligation with respect to the initial Deposit Materials for delivery, functionality, completeness13, or initial qualitythis Agreement is terminated because of a material breach by Seller in accordance with Section 16.1.

Initial Deposit. On For all purposes of this Agreement other than Section 16.2, the Effective DateInitial Deposit is allocated between the Majority Real Property and the Pima Real Property as set forth on Exhibit M attached hereto. As used herein, Depositor the term “Initial Deposit” shall submit an initial deposit consisting mean, in each case, only the portion of (i) one paper deposit of [**] (listed in Exhibit D) original, complete and witnessed laboratory notebooks related the Initial Deposit allocated to the applicable property (i.e., the Majority Real Property or the Pima Real Property) as set forth on Exhibit M, as the context requires. For the avoidance of doubt, each portion of the Initial Deposit shall be held, disbursed, and applied only with respect to the real property to which it is allocated; provided, however, that if this Agreement is terminated pursuant to Section 16.2, below, then Seller shall be entitled to receive and retain the entirety of the Initial Deposit regardless of such allocation. Within two (2) business days following the “Opening of Depositor Escrow,” as that term is defined in Section 3.1, below, Buyer shall deliver to each Escrow Holder the portion of the Initial Deposit allocated to the applicable real property, as set forth on Exhibit M. Each Escrow Holder shall hold and reflecting inventions from disburse the inception portion of Depositor’s business through the Effective Date Initial Deposit delivered to it in accordance with the terms of this Agreement. The Initial Deposit shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder and Seller deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the Opening of Escrow. Concurrently with ▇▇▇▇▇’s delivery of the Approval Notice (as defined below) and the deposit of the Additional Deposit (as defined below), the Initial Deposit shall become non-refundable except as otherwise provided in this Agreement. If ▇▇▇▇▇ does not deliver the Approval Notice and deposit the Additional Deposit on or prior to the expiration of the Property Approval Period, then this Agreement shall be automatically terminated and the Initial Deposit, together with all interest accrued thereon, shall be returned to Buyer. If Buyer timely delivers the Approval Notice and timely deposits the Additional Deposit, then from and after the expiration of the Property Approval Period, the Initial Deposit together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) a digital copy of the laboratory notebooks described above in retained by Seller as liquidated damages pursuant to Section 1(a)(i)16.2, and below, or (iii) a master inventory list referencing each deposited laboratory notebookreturned to Buyer if (A) this Agreement is terminated, including without limitation, its assigned number and the individual to whom the laboratory notebook was issued (collectively the (“Deposit Materials”) to be deposited in Escrow Associates’ Atlanta, Georgia facility. Depositor shall complete and deliver with all Deposit Materials a form as shown herein as Exhibit B, which shall then become part provisions of this Agreement. Upon receipt of the initial deposit, Escrow Associates will verify (i) the total number of laboratory notebooksSections 4.4 or 13 apply, (iiB) that each laboratory notebook listed on the master inventory list this Agreement is included in the initial deposit and (iii) that the individual to whom the laboratory notebook was issued as listed in each laboratory notebook corresponds to the same individual noted on the master inventory list. In the event that Deposit Materials (initial or subsequent updates) are not clearly labeled as described above or there are other unforeseen issues in receiving, inventorying or storing the Deposit Materials, Escrow Associates reserves the right to invoice (as provided for on Exhibit A hereto) for time associated with sorting Deposit Materials, communicating with Depositor to correctly identify and label Deposit Materials or other time spent outside terminated because of normal services defined herein. Escrow Associates will provide a written estimate to Beneficiary for such services and obtain written approval before commencing such work. Escrow Associates will notify Beneficiary and Depositor of the results of such verification, expressly noting any discrepancies within [**] business days of receipt of the initial Deposit Materials. Any additional verification services shall be as mutually agreed upon in writing between Escrow Associates and Beneficiary.Escrow Associates has no obligation with respect to the initial Deposit Materials for delivery, functionality, completenessbreach by Seller, or initial quality(C) this Agreement is terminated by Seller pursuant to Section 26.

Initial Deposit. On or before the Effective Date, Depositor shall submit an initial deposit consisting later of (i) one paper deposit two (2) business days after Seller advises Purchaser that Seller's Board of [**] (listed in Exhibit D) original, complete and witnessed laboratory notebooks related to the business of Depositor and reflecting inventions from the inception of Depositor’s business through the Effective Date of Directors has approved this Agreement, Agreement or (ii) a digital copy January 12, 1998, Purchaser shall deposit in Escrow with Escrow Holder, an earn▇▇▇ ▇▇▇ey deposit in the amount of Two and one-half percent (2.5%) of the laboratory notebooks described above in Section 1(a)(iPurchase Price, which is equal to Two Million Eight Hundred Thousand Dollars ($2,800,000) (the "Initial Deposit"), and (iii) a master inventory list referencing each deposited laboratory notebook, including without limitation, its assigned number and . The Initial Deposit paid by Purchaser pursuant to the individual to whom the laboratory notebook was issued (collectively the (“Deposit Materials”) to terms hereof shall be deposited in a trust account in Escrow, with Escrow Associates’ AtlantaHolder, Georgia facility. Depositor shall complete and deliver with all Deposit Materials a form as shown herein as Exhibit B, which shall then become part of this Agreement. Upon receipt to be held in interest bearing obligations of the initial depositUnited States Government, in an institutional savings account, or in such other investments as Purchaser may by written instrument direct. In lieu of depositing the Initial Deposit in cash with Escrow Associates will verify Holder, Purchaser may elect to deliver the Initial Deposit to Escrow Holder, on or before (i) the total number later of laboratory notebooks, two (2) business days after Seller advises Purchaser that Seller's Board of Directors has approved this Agreement or (ii) that each laboratory notebook listed January 12, 1998, in the form of an irrevocable standby letter of credit ("LOC") issued by a commercial bank acceptable to Seller in the amount of the Initial Deposit, with a March 15, 1998, expiration date, naming the Seller as beneficiary and drawable upon sight draft. Unless Purchaser has either elected to terminate this Agreement or deposit the Initial Deposit or Deposit in cash with Escrow Holder on or before the expiration of the Contingency Period, the Escrow Holder shall deliver the LOC to Seller on the master inventory list is included in next business day following expiration of the initial deposit and (iii) that the individual to whom the laboratory notebook was issued as listed in each laboratory notebook corresponds to the same individual noted Contingency Period. Seller shall not draw on the master inventory list. In LOC unless the event that Contingency Period expires without Purchaser's termination of Escrow and the total Deposit Materials (initial or subsequent updates) are not clearly labeled as described above or there are other unforeseen issues in receiving, inventorying or storing the Deposit Materials, Escrow Associates reserves the right to invoice (as provided for on Exhibit A heretodefined below) for time associated with sorting Deposit Materials, communicating with Depositor has not been released to correctly identify and label Deposit Materials or other time spent outside of normal services defined herein. Escrow Associates will provide a written estimate to Beneficiary for such services and obtain written approval before commencing such work. Escrow Associates will notify Beneficiary and Depositor Seller upon expiration of the results of such verification, expressly noting any discrepancies within [**] business days of Contingency Period. Upon Seller or Escrow Holder's receipt of the initial Deposit Materials. Any additional verification services in cash, the LOC shall be returned to Purchaser. The commercial bank issuing the LOC shall have a senior, unsecured debt investment grade rating of "AA" as mutually agreed upon determined by Moodys or Standard & Poors and shall have an office in writing between Escrow Associates and Beneficiarythe central business district of the City of Los Angeles capable of honoring the presentation of the LOC by Seller.Escrow Associates has no obligation with respect to the initial Deposit Materials for delivery, functionality, completeness, or initial quality.

Initial Deposit. On Within two days following the Effective Date, Depositor Purchaser must deposit with Fidelity National Title Insurance Company of New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇; Facsimile: (212) 481-1325 ("Escrow Agent") the amount of One Million Five Hundred Thousand and no/100ths Dollars ($1,500,000.00) (the "Escrow Agent Deposit") and (ii) with Seller the amount of Five Hundred Thousand and no/100ths Dollars ($500,000.00) (the "Firm Deposit"). The Escrow Agent Deposit and the Firm Deposit are collectively the "Initial Deposit". This Agreement shall submit automatically terminate if Purchaser does not deposit the Initial Deposit with Escrow Agent and Seller by such date. The Firm Deposit will be considered "firm" and non-refundable to Purchaser except for Purchaser's right to terminate the Agreement upon a default by Seller and receive the entire Deposit in accordance with the provisions of SECTION 12 of this Agreement. Seller agrees to hold, apply and/or disburse the Firm Deposit in accordance with the terms of this Agreement; provided, however, that Seller will have no obligation to invest the Firm Deposit in an initial deposit consisting interest bearing account or otherwise to pay interest on the Firm Deposit. Seller may commingle such funds with Seller's own funds. Seller and Purchaser agree to negotiate in good faith to enter into an ▇▇▇▇▇▇▇ Money Escrow Agreement with Escrow Agent substantially in accordance with the form of (i) one paper deposit of [**] (listed such agreement attached hereto as EXHIBIT G. If the transaction contemplated hereby is consummated in Exhibit D) original, complete accordance with the terms and witnessed laboratory notebooks related to the business of Depositor and reflecting inventions from the inception of Depositor’s business through the Effective Date conditions of this Agreement, the Deposit (iias defined in subparagraph (b) a digital copy of below) will be applied to the laboratory notebooks described above in Section 1(a)(i), and (iii) a master inventory list referencing each deposited laboratory notebook, including without limitation, its assigned number Purchase Price at Closing. Purchaser may direct Escrow Agent to invest the Escrow Agent Deposit and the individual Additional Deposit (as defined below) in an interest-bearing account by giving notice to whom Escrow Agent and satisfying Escrow Agent's requirements for investing the laboratory notebook was issued (collectively Escrow Agent Deposit in an interest-bearing account. Any interest earned on the (“Escrow Agent Deposit Materials”) to be deposited in Escrow Associates’ Atlanta, Georgia facility. Depositor shall complete and deliver with all Deposit Materials a form as shown herein as Exhibit B, which shall then will become part of this Agreement. Upon receipt of the initial deposit, Escrow Associates Agent Deposit and will verify (i) the total number of laboratory notebooks, (ii) that each laboratory notebook listed on the master inventory list is included in the initial deposit and (iii) that the individual to whom the laboratory notebook was issued as listed in each laboratory notebook corresponds be paid to the same individual noted on party that becomes entitled to the master inventory listEscrow Agent Deposit. In the event that of a default by either party, the Escrow Agent Deposit Materials (initial will be disbursed by Escrow Agent, and the Firm Deposit will be disbursed or subsequent updates) are not clearly labeled as described above or there are other unforeseen issues retained by Seller, in receiving, inventorying or storing the Deposit Materials, Escrow Associates reserves the right to invoice (as provided for on Exhibit A hereto) for time associated accordance with sorting Deposit Materials, communicating with Depositor to correctly identify and label Deposit Materials or other time spent outside of normal services defined herein. Escrow Associates will provide a written estimate to Beneficiary for such services and obtain written approval before commencing such work. Escrow Associates will notify Beneficiary and Depositor of the results of such verification, expressly noting any discrepancies within [**] business days of receipt of the initial Deposit Materials. Any additional verification services shall be as mutually agreed upon in writing between Escrow Associates and BeneficiarySection 12 hereof.Escrow Associates has no obligation with respect to the initial Deposit Materials for delivery, functionality, completeness, or initial quality.