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 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 (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 work 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 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 Escrow Associatestime. (b) The Trustee hereby confirms that, in exchange for the 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. (c) Pursuant to the Distribution Agreement (the "Distribution Agreement") between the Sponsor and UBS Warburg LLC U.S. Three-Party Escrow (the "Underwriter"), on the third Business Day following the date on which the Distribution Agreement Cerulean Pharma Inc is signed (the date on which the Distribution Agreement is signed, the "Underwriter's Order Date" and Calando Pharmaceuticalsthe third following Business Day, Inc June 2009 whom the laboratory notebook was issued (collectively "Underwriter's Settlement Date"), or such later Business Day which the (“Deposit Materials”) 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 Beneficiary. Escrow Associates has no obligation with respect to the initial Deposit Materials for delivery, functionality, completeness, or initial qualityUnderwriter.

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 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 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 Within five (5) business days after the Effective Date, Depositor Buyer shall submit deliver to Escrow Holder the Initial Deposit. The Initial Deposit and Additional Deposit (if applicable) shall be deposited by Escrow Holder in an initial deposit consisting interest-bearing account at a federally insured institution as Escrow Holder deems 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 delivered Buyer's Approval Notice (as those terms are defined in Sections 4.1.1 and 4.1.2, respectively, below) to Seller and Escrow Holder, the entire 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 delivers written notice to Seller and Escrow Holder terminating this Agreement or if Buyer does not deliver Buyer's Approval Notice to Seller and Escrow Holder as provided herein, this Agreement shall terminate and the Initial Deposit, together with all interest accrued thereon (but less the Independent Consideration (as defined in Section 2.5 below) and one-half (1/2) of any escrow cancellation 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 First Closing Purchase Price on the First Closing Date (as defined in Section 3.2.1 below), 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) returned to Buyer (less the Independent Consideration) if this Agreement is terminated pursuant to Sections 3.2.2, 4.4 or 13, or this Agreement is terminated because of a master inventory list referencing each deposited laboratory notebookmaterial breach by Seller in accordance with Section 16.1, including without limitation, its assigned number or this Agreement is terminated and otherwise provides for 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 (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 refunded 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 qualityBuyer.

Initial Deposit. On Within two (2) business days following the Effective Date"Opening of Escrow," as that term is defined in Section 3.1, Depositor below, 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 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 and reflecting inventions from the inception of Depositor’s business through party (or parties) receiving the Effective Date Deposit (or any portions thereof) 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 consideration for Seller’s agreement to enter into this Agreement, a portion of the Initial Deposit equal to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall become non-refundable immediately upon receipt, except as otherwise provided in this Agreement (such immediately non-refundable portion of the Initial Deposit being the "NR Deposit"). Provided that Buyer has not previously terminated this Agreement pursuant to Section 4.1.4, below, then concurrently with the expiration of the "Property Approval Period," as that term is defined in Section 4.1.2, below, the remainder of 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 delivered Buyer's Termination Notice, then this Agreement shall be automatically terminated and (x) Seller shall retain the NR Deposit as earned consideration for Seller entering into this Agreement, and (y) the balance of the 753659.08/▇▇▇▇▇▇▇▇▇-00001/4-20-16/pjr/pjr -2- Agreement of Purchase and Sale[20333 South Normandie Avenue][Bridge Acquisition, LLC] Initial Deposit, together with all interest accrued thereon, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the expiration of the Property Approval Period, the entirety of the Initial Deposit (including the NR Deposit and any 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 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 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 Section 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, completenessSection 11.9 applies, or initial quality(B) this Agreement is terminated because of a breach by Seller.

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 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 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 Within two (2) business days following the Effective Date"Opening of Escrow," as that term is defined in Section 3.1, Depositor below, 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 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 and reflecting inventions from the inception of Depositor’s business through party (or parties) receiving the Effective Date Deposit (or any portions thereof) pursuant to the terms of this Agreement, (ii) 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 consideration for Seller’s agreement to enter into this Agreement, a digital copy portion of the laboratory notebooks described above Initial Deposit equal to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall become non-refundable immediately upon receipt, except as otherwise provided in this Agreement (such immediately non-refundable portion of the Initial Deposit being the "NR Deposit"). Provided that Buyer has not previously terminated this Agreement pursuant to Section 4.1.4, below, then concurrently with the expiration of the "Property Approval Period," as that term is defined in Section 1(a)(i)4.1.2, below, the remainder of 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 delivered Buyer's Termination Notice, then this Agreement shall be automatically terminated and (x) Seller shall retain the NR Deposit as earned consideration for Seller entering into this Agreement, and (iiiy) 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 balance of the initial deposit753659.08/WLA 374981-00001/4-20-16/pjr/pjr -2- Agreement of Purchase and Sale [20333 South Normandie Avenue] [Bridge Acquisition, 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.LLC]