Common use of OPERATIVE CLAUSES Clause in Contracts

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the Austrian Patents, including without limitation then-Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. To ensure proper operation of this Agreement at such point in time NPS herewith agrees to duly execute the assignment deed Appendix .11 (the "Assignment Deed") with notarized and apostilled signatures concurrently with the execution of this Agreement and to hand over to DRLP3 the original of such Assignment Deed. DRLP3 agrees to hold in strict confidence the Assignment Deed and to use the Assignment Deed solely in accordance with clause 6 below. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the Austrian Patentsor any Related Rights, to a third party. Upon the occurrence of an Event of Default provided for under clause 2, DRLP3 shall be entitled to register the change of ownership in the Austria Patents as evidenced by the Assignment Deed with the Austrian Patent Office. NPS agrees to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the Austrian Patents, including their Related Rights, in DRLP3 and to record such assignment at the Austrian National Patent Register and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. Any and all costs, expenses and taxes arising as a result of the registration of the change of ownership with the Austrian Patent Office, including, but not limited to, stamp duties, shall be borne by NPS. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Austrian Patents with the Austrian Patent Office in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. To the extent that the parties fail to execute a pledge agreement granting DRLP3 a first ranking pledge over the Austrian Patents when this Agreement is executed, NPS agrees that it will execute such an agreement within 60 days of the execution of this Agreement. Further, NPS agrees that within the said 60 day period, it will execute any necessary powers of attorney or other documents that may be required by DRLP3 or its Austrian counsel to record the pledge granted over the Austrian Patents at the Austrian National Patent Office. This Agreement is governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals and all courts competent to hear appeals therefrom. Date July 16, 2007 Having read the above, the Parties hereby sign: NPS ALLELIX CORP. /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager SCHEDULE The Austrian Patents Patent No. Subject Status EP1079803B Formulation Granted EP1001802B Dosage Regime Granted EP0515228B Pure PTH Granted EP0357391B DNA construct Granted EP1473040A Dosage Regime Pending EP0735896A Formulation Pending EP1687048A Administration Method Pending SZ 32/2006 (SPC) Filed 19 October 2006 Patent Pledge Agreement between NPS ALLELIX CORP., a corporation existing under the laws of the Province of Ontario, Canada ("NPS" or the "Pledgor"), DRUG ROYALTY L.P. 3, a Cayman Island limited partnership ("DRLP" or the "Pledgee"). KEEP THE ORIGINAL OF THIS DOCUMENT AND ALL CERTIFIED COPIES THEREOF OUTSIDE OF THE REPUBLIC OF AUSTRIA. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY.

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the Austrian PatentsApplications, with respect to all confracting states designated in each of the Applications, and including without limitation then-their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. To ensure proper operation of this Agreement at such point in time NPS herewith agrees to duly execute the assignment deed Appendix .11 (the "Assignment Deed") with notarized and apostilled signatures concurrently with the execution of this Agreement and to hand over to DRLP3 the original of such Assignment Deed. DRLP3 agrees to hold in strict confidence the Assignment Deed and to use the Assignment Deed solely in accordance with clause 6 below. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the Austrian Patentsor Applications, or any Related Rights, to a third party. Upon This Agreement and its assignment shall be recorded with the European Patent Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state). NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and its assignment with the European Patent Office and/or national patent offices and, where required, to produce any additional documents that DRLP3 may reasonably require. NPS undertakes, upon the occurrence of an Event of Default provided for under clause 2Default,, DRLP3 shall be entitled subject to register the change of ownership in the Austria Patents as evidenced by the Assignment Deed with the Austrian Patent Office. NPS agrees clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the Austrian PatentsApplications, including their Related Rights, in DRLP3 and to record such assignment at with the Austrian National European Patent Register Office (and, if DRLP3 so requests, the national patent offices of any relevant contracting state) and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. Any and all costs, expenses and taxes arising as a result of the registration of the change of ownership with the Austrian Patent Office, including, but not limited to, stamp duties, shall be borne by NPS. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Austrian Patents Applications with the Austrian European Patent Office (and, if relevant, the national patent offices of any relevant contracting state) and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. To the extent that the parties fail to execute a pledge agreement granting DRLP3 a first ranking pledge over the Austrian Patents when this Agreement is executed, NPS agrees that it will execute such an agreement within 60 days of the execution of this Agreement. Further, NPS agrees that within the said 60 day period, it will execute any necessary powers of attorney or other documents that may be required by DRLP3 or its Austrian counsel to record the pledge granted over the Austrian Patents at the Austrian National Patent Office. This Agreement is governed by and construed in accordance with the laws of the province Province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom. Date July 16, 2007 Having read the above, the Parties hereby sign: NPS ALLELIX CORP. /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager SCHEDULE The Austrian Patents Patent No. Applications Application No Subject Status EP1079803B Formulation Granted EP1001802B Dosage Regime Granted EP0515228B Pure PTH Granted EP0357391B DNA construct Granted EP1473040A Dosage Regime Pending EP0735896A Formulation Pending EP1687048A Administration Adminstration Method Pending SZ 32/2006 (SPC) Filed 19 October 2006 Exhibit B Patent Pledge Agreement between Filings [See attached.] PATENT SECURITY AGREEMENT THIS PATENT SECURITY AGREEMENT is made as of December 20, 2013, BETWEEN: NPS ALLELIX CORPPHARMACEUTICALS, INC., a corporation existing under the laws of the Province State of OntarioDelaware (collectively with its successors and permitted assigns, Canada ("NPS" or the "PledgorDebtor"), - and - DRUG ROYALTY L.P. 3, a Cayman Island Islands limited partnership (collectively with its successors and permitted assigns, "DRLP" or the "PledgeeSecured Party"). KEEP THE ORIGINAL OF THIS DOCUMENT AND ALL CERTIFIED COPIES THEREOF OUTSIDE OF THE REPUBLIC OF AUSTRIA. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY.

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the Austrian United Kingdom Patents, including without limitation then-their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. To ensure proper operation of this Agreement at such point in time NPS herewith agrees to duly execute the assignment deed Appendix .11 (the "Assignment Deed") with notarized and apostilled signatures concurrently with the execution of this Agreement and to hand over to DRLP3 the original of such Assignment Deed. DRLP3 agrees to hold in strict confidence the Assignment Deed and to use the Assignment Deed solely in accordance with clause 6 below. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the Austrian Patentsor United Kingdom Patents, or any Related Rights, to a third party. Upon This Agreement and its assignment shall be recorded on the United Kingdom National Patent Register. NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and its assignment on the United Kingdom National Patent Register and, where required, to produce any additional documents that DRLP3 may reasonably require. NPS undertakes, upon the occurrence of an Event of Default provided for under clause 2Default, DRLP3 shall be entitled subject to register the change of ownership in the Austria Patents as evidenced by the Assignment Deed with the Austrian Patent Office. NPS agrees clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the Austrian United Kingdom Patents, including their Related Rights, in DRLP3 and to record such assignment at the Austrian United Kingdom National Patent Register and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. Any and all costs, expenses and taxes arising as a result of the registration of the change of ownership with the Austrian Patent Office, including, but not limited to, stamp duties, shall be borne by NPS. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Austrian United Kingdom Patents with at the Austrian United Kingdom Patent Office and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. To the extent that the parties fail to execute a pledge agreement granting DRLP3 a first ranking pledge over the Austrian Patents when this Agreement is executed, NPS agrees that it will execute such an agreement within 60 days of the execution of this Agreement. Further, NPS agrees that within the said 60 day period, it will execute any necessary powers of attorney or other documents that may be required by DRLP3 or its Austrian counsel to record the pledge granted over the Austrian Patents at the Austrian National Patent Office. This Agreement is governed by and construed in accordance with the laws of the province Province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom. Date July 16, 2007 Having read the above, the Parties hereby sign: NPS ALLELIX CORP. /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager SCHEDULE The Austrian United Kingdom Patents Patent No. Subject Status EP1079803B Formulation Granted SPC/GB06/035 Formulation Granted EP1001802B Dosage Regime Granted EP0515228B Pure PTH Granted EP0357391B DNA construct Granted EP1473040A Dosage Regime Pending EP0735896A Formulation Pending EP1687048A Administration Method Pending SZ 32/2006 (SPC) Filed 19 October 2006 Patent Pledge Agreement between NPS ALLELIX CORP., a corporation existing under the laws of the Province of Ontario, Canada ("NPS" or the "Pledgor"), DRUG ROYALTY L.P. 3, a Cayman Island limited partnership ("DRLP" or the "Pledgee"). KEEP THE ORIGINAL OF THIS DOCUMENT AND ALL CERTIFIED COPIES THEREOF OUTSIDE OF THE REPUBLIC OF AUSTRIA. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY.CONDITIONAL ASSIGNMENT AGREEMENT BETWEEN

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the Austrian German Patents, including without limitation then-their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. To ensure proper operation of this Agreement at such point in time NPS herewith agrees to duly execute the assignment deed Appendix .11 (the "Assignment Deed") with notarized and apostilled signatures concurrently with the execution of this Agreement and to hand over to DRLP3 the original of such Assignment Deed. DRLP3 agrees to hold in strict confidence the Assignment Deed and to use the Assignment Deed solely in accordance with clause 6 below. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the Austrian Patentsor German Patents, or any Related Rights, to a third party. Upon This Agreement and its assignment shall be filed with the German National Patent Office. NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and file this Agreement and its assignment with the German National Patent Office and, where required, to produce any additional documents that DRLP3 may reasonably require. NPS undertakes, upon the occurrence of an Event of Default provided for under clause 2Default, DRLP3 shall be entitled subject to register the change of ownership in the Austria Patents as evidenced by the Assignment Deed with the Austrian Patent Office. NPS agrees clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the Austrian Patents, including their Related Rights, German Patents in DRLP3 and to record such assignment at the Austrian German National Patent Register and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. Any and all costs, expenses and taxes arising as a result of the registration of the change of ownership with the Austrian Patent Office, including, but not limited to, stamp duties, shall be borne by NPS. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Austrian German Patents with at the Austrian German Patent Office in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. To the extent that the parties fail to execute a pledge agreement granting DRLP3 a first ranking pledge over the Austrian Patents when this Agreement is executed, NPS agrees that it will execute such an agreement within 60 days of the execution of this Agreement. Further, NPS agrees that within the said 60 day period, it will execute any necessary powers of attorney or other documents that may be required by DRLP3 or its Austrian counsel to record the pledge granted over the Austrian Patents at the Austrian National Patent Office. This Agreement is governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals and all courts competent to hear appeals therefrom. Date July 16, 2007 Having read the above, the Parties hereby sign: NPS ALLELIX CORP. ., /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager SCHEDULE E The Austrian German Patents Patent No. German Patent No. Subject Status EP1079803B 699 19 533.0 Formulation Granted EP1001802B 698 26 132.1 Dosage Regime Granted EP0515228B 692 24 858.7 Pure PTH Granted EP0357391B 689 26 895.5 DNA construct Granted EP1473040A P 44 80 014.2 Dosage Regime Pending EP0735896A not assigned Formulation Pending EP1687048A Administration Method Pending SZ 32/2006 12 2006 000 057.7 (SPC) Filed 19 on 18 October 2006 Patent Pledge Agreement between NPS ALLELIX CORP., a corporation existing under the laws of the Province of Ontario, Canada ("NPS" or the "Pledgor"), DRUG ROYALTY L.P. 3, a Cayman Island limited partnership ("DRLP" or the "Pledgee"). KEEP THE ORIGINAL OF THIS DOCUMENT AND ALL CERTIFIED COPIES THEREOF OUTSIDE OF THE REPUBLIC OF AUSTRIA. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY.CONDITIONAL ASSIGNMENT AGREEMENT BETWEEN

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the Austrian the. Greek Patents, including without limitation then-their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. To ensure proper operation of this Agreement at such point in time NPS herewith agrees to duly execute the assignment deed Appendix .11 (the "Assignment Deed") with notarized and apostilled signatures concurrently with the execution of this Agreement and to hand over to DRLP3 the original of such Assignment Deed. DRLP3 agrees to hold in strict confidence the Assignment Deed and to use the Assignment Deed solely in accordance with clause 6 below. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect eff6ct unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied Unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the Austrian Patentsor Greek Patents, or any Related Rights, to a third party. Upon The consideration for the assignment under clause 1, as agreed by the Parties and provided for. in the Purchase Agreement and set out above, has already been fully provided and paid by DRLP3 to NPS, and NPS hereby acknowledges that it has received such price and agrees that DRLP3 is not required to make any further payment to NPS. The parties agree that the consideration is fair, reasonable and corresponds fully to the actual value of the assigned Greek Patents, including their Related Rights, and the conditions and prices of the relevant market. This Agreement and its assignment shall be recorded on the Greek National Patent Register (O.B.I.). NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to record this Agreement and its assignment on the Greek National Patent Register (O.B.L) and, where required, to produce any additional documents that DRLP3 may reasonably require. NPS undertakes, upon the occurrence of an Event of Default provided for under clause 2Default, DRLP3 shall be entitled subject to register the change of ownership in the Austria Patents as evidenced by the Assignment Deed with the Austrian Patent Office. NPS agrees clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the Austrian Greek Patents, including their Related Rights, in DRLP3 and to record such assignment at the Austrian Greek National Patent Register (O.B.I.) and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. Any NPS undertakes also to do all such acts and all costsgive any documents and signatures that might be needed in the future for the recording with the Greek National Patent Register (O.B.I.) of this Agreement with regard to EP 1473040 and EP 073589 upon their granting and validation in Greece. NPS hereby authorizes DRLP3, expenses and taxes arising as grants a result continuous and irrevocable power of attorney to DRLP3, to take any of the registration action referred to above in clauses 7 and 8 on behalf of NPS and in particular (but without limitation) to: (a) do all such acts and give any documents and signatures on behalf of NPS for the performance and the enforcement of all formalities required to record this Agreement and the assignment on the Greek National Patent Register (O.B.I.) and, where required, to produce any additional documents on behalf of NPS, (b) to do all such acts and give any documents and signatures on behalf of NPS ..for the performance and the enforcement of all formalities required to vest title in the Greek Patents, including their-Related-Rights, in itself (DRLP3) and to record such assignment at the Greek National Patent Register (O.B.I.) and, where required, to produce and sign on behalf of NPS any documents that be necessary or desirable to confirm that an Event of Default has taken place, (c) do all such acts and give any documents and signatures that might be needed in the future for the recording with the Greek National Patent Register (O.B.I.) of this Agreement with regard to any applications comprised in the Greek Patents upon their granting and validation in Greece, and (d) to carry out all or part of the change of ownership with the Austrian Patent Office, including, but not limited to, stamp duties, shall be borne present power by NPSa substitute. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Austrian Greek Patents with at the Austrian Greek Patent Office (O.B.I.) and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. To the extent that the parties fail to execute a pledge agreement granting DRLP3 a first ranking pledge over the Austrian Patents when this Agreement is executed, NPS agrees that it will execute such an agreement within 60 days of the execution of this Agreement. Further, NPS agrees that within the said 60 day period, it will execute any necessary powers of attorney or other documents that may be required by DRLP3 or its Austrian counsel to record the pledge granted over the Austrian Patents at the Austrian National Patent Office. This Agreement is governed by and construed in accordance with the laws of the province of Ontario Ontario, and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals and all courts competent to hear appeals therefrom. NPS and DRLP2 both authorise Xxxxxxxxx Panagoulea, Xxxxxxx Xxxxxxx and Xxxxxxxxxx Karabatou of "G.D. Kallimopoulos, X.Xx. Xxxxxxxxxxx, X.X. Xxxxxxxxxx Law Firm", residents of Athens, 0 Xxxxxxxxxx Xxx., 000 00 Xxxxxx, jointly or each one separately, submit and record this Agreement at the Greek Patent Office (O.B.I.) and proceed to any action and perform all formalities necessary for the recording of this Agreement. NPS and DRLP3 hereby ratify and confirm everything whatsoever that said attorney(s) may lawfully do, namely any actions or omissions and authorize the above attorney(s) to carry out all or part of the present power by a substitute. NPS and DRLP3 appoint said attorney(s) to accept service of documents in Athens. Date July 16, 2007 Having read the above, the Parties hereby sign: NPS ALLELIX CORP. /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager SCHEDULE The Austrian Greek Patents European Patent Greek Patent No. Subject Title Status EP1079803B Formulation No. EP 1079803B GR 3050775 "Protein Formulations" Granted EP1001802B Dosage Regime SPC 8000222 "PREOTACT' Active substance Granted EP 1001802B GR 3050819 "A COMBINED PHARMACEUTICS L PREPARATION COMPRISING PARATHYROID HORMONE AND A BONE RESORPTION INHIBITOR" Granted EP0515228B Pure PTH Granted EP0357391B DNA construct GR 3027113 "Essential pure human parathyroid hormone" . Granted EP1473040A Dosage Regime "Use of human parathyroid hormone" Pending EP0735896A Formulation "PARATHYROID HORMONE FORMULATION" Pending EP1687048A Administration Method "Methods of Administering Therapeutic Injections" Pending SZ 32/2006 SPC 8000222 (SPCfiled on 20 October 2006 with filing . number 20060800026) Filed 19 20 October 2006 Patent Pledge Agreement between NPS ALLELIX CORP., a corporation existing under the laws of the Province of Ontario, Canada ("NPS" or the "Pledgor"), DRUG ROYALTY L.P. 3, a Cayman Island limited partnership ("DRLP" or the "Pledgee"). KEEP THE ORIGINAL OF THIS DOCUMENT AND ALL CERTIFIED COPIES THEREOF OUTSIDE OF THE REPUBLIC OF AUSTRIA. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY.CONDITIONAL ASSiGNMENT AGKEEMENT BETWEEN

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the Austrian Dutch Patents, including without limitation then-their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement assignment under Clause 1 above is subject to the occurrence of an Event of Default. To ensure proper operation of this Agreement at such point in time NPS herewith agrees to duly execute the assignment deed Appendix .11 (the "Assignment Deed") with notarized and apostilled signatures concurrently with the execution of this Agreement and to hand over to DRLP3 the original of such Assignment Deed. DRLP3 agrees to hold in strict confidence the Assignment Deed and to use the Assignment Deed solely in accordance with clause 6 below. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the event that, upon the occurrence of an Event of Default, subject to clauses 2, 3 and 4, for whatever reason the assignment provided for in Clause 1 above is not valid and/or effective and/or cannot be enforced, NPS shall forfeit a penalty of Euro 1,000,000 to DRLP3 which will become due and payable immediately upon the occurrence of such Event of Default. As security for the performance of its monetary Obligations and of the obligation under clause 1 of this deed (together the "Secured Obligations") NPS as pledgor agrees to grant to DRLP3 as pledgee, and hereby so grants to DRLP3, on the Dutch Patents a right of pledge ("een pandrecht"), which right of pledge DRLP3 hereby accepts. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the Austrian Patentsor Dutch Patents, or any Related Rights, to a third party. Upon This Agreement and its assignment shall be recorded on the Dutch National Patent Register. NPS undertakes to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and its assignment on the Dutch National Patent Register and, where required, to produce any additional documents that DRLP3 may reasonably require. In the event that NPS is in default ("verzuim"), as defined in Section 6:81 of the Dutch Civil Code, of performing one or more of the Secured Obligations, DRLP3 shall be authorised to sell the Dutch Patents or part thereof, in accordance with Section 3:248 of the Dutch Civil Code, without prejudice to DRLP3's rights under Section 3:251 (1) of the Dutch Civil Code, in order to recover the proceeds thereof. NPS shall not have the rights under Section 3:251 (1) of the Dutch Civil Code. DRLP3 does not bear the obligations referred to in Sections 3:249 and 3:252 of the Dutch Civil Code to give notice of an intended sale or to give notice following a sale, NPS undertakes, upon the occurrence of an Event of Default provided for under clause 2Default, DRLP3 shall be entitled subject to register the change of ownership in the Austria Patents as evidenced by the Assignment Deed with the Austrian Patent Office. NPS agrees clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the Austrian Dutch Patents, including their Related Rights, in DRLP3 and to record such assignment at the Austrian Dutch National Patent Register and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. Any NPS hereby authorizes DRLP3, and all costsgrants irrevocable power of attorney to DRLP3, expenses and taxes arising as a result to take any of the registration of the change of ownership with the Austrian Patent Office, including, but not limited to, stamp duties, shall be borne by NPSaction referred to above on its behalf. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Austrian Dutch Patents with at the Austrian Dutch Patent Office and for the maintenance of the Related Rights in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. To the extent that the parties fail to execute a pledge agreement granting DRLP3 a first ranking pledge over the Austrian Patents when this Agreement is executed, NPS agrees that it will execute such an agreement within 60 days of the execution of this Agreement. Further, NPS agrees that within the said 60 day period, it will execute any necessary powers of attorney or other documents that may be required by DRLP3 or its Austrian counsel to record the pledge granted over the Austrian Patents at the Austrian National Patent Office. This Agreement is governed by and construed in accordance with the laws law of the province Province of Ontario and the federal laws of Canada applicable therein, save that Clauses 5, 6 and 9 above are subject to the operation of Dutch law. All disputes arising out of or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent courts of the Province of Ontario Courts and Tribunals and all courts competent to hear appeals therefrom, save that the Dutch Courts shall have exclusive jurisdiction in relation to any such disputes arising out of the operation of Clauses 5, 6 and 9 above. Date July 16, 2007 Having read the above, the Parties hereby sign: NPS ALLELIX CORP. /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager SCHEDULE The Austrian Dutch Patents Patent No. Subject Status EP1079803B Formulation Granted SPC 300243 Formulation Granted EP1001802B Dosage Regime Granted EP0515228B Pure PTH Granted EP0357391B DNA construct Granted EP1473040A Dosage Regime Pending EP0735896A Formulation Pending EP1687048A EP1627048A Administration Method Pending SZ 32/2006 (SPC) Filed 19 October 2006 Patent Pledge Agreement between NPS ALLELIX CORP., a corporation existing under the laws of the Province of Ontario, Canada ("NPS" or the "Pledgor"), DRUG ROYALTY L.P. 3, a Cayman Island limited partnership ("DRLP" or the "Pledgee"). KEEP THE ORIGINAL OF THIS DOCUMENT AND ALL CERTIFIED COPIES THEREOF OUTSIDE OF THE REPUBLIC OF AUSTRIA. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY.CONDITIONAL ASSIGNMENT AGREEMENT BETWEEN

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the Austrian Italian Patents, and including without limitation then-their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. To ensure proper operation of this Agreement at such point in time NPS herewith agrees to duly execute the assignment deed Appendix .11 (the "Assignment Deed") with notarized and apostilled signatures concurrently with the execution of this Agreement and to hand over to DRLP3 the original of such Assignment Deed. DRLP3 agrees to hold in strict confidence the Assignment Deed and to use the Assignment Deed solely in accordance with clause 6 below. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the Austrian Patentsor Italian Patents, or any Related Rights, to a third party. Upon The purchase price for the assignment under clause 1, as agreed by the Parties, is EUR 10,000 less the damages suffered by DRLP3 due to the Event(s) of Default; DRLP3 shall pay said amount within 30 days from the date on which the Parties agree in writing the amount of the damages due by NPS; or 30 days from the date on which an independent arbitrator, appointed according to the rules of the Italian Civil Procedure Code, settles the amount of the damages due by NPS. This Agreement and its assignment shall be recorded on the Italian National Patent Register before the payment of the purchase price according to clause 6 above. NPS undertakes to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to perfect and record this Agreement and. its assignment on the Italian Patent Office and, where required, to produce any additional documents that DRLP3 may reasonably require, including without limitation, any necessary powers of attorney that may be required by Italian counsel to record the Agreement. In particular, at the date of execution of this Agreement, NPS undertakes and agrees to execute the attached Simplified Conditional Assignment Form attached as Annex 1. NPS undertakes, upon the occurrence of an Event of Default provided for under clause 2Default, DRLP3 shall be entitled subject to register the change of ownership in the Austria Patents as evidenced by the Assignment Deed with the Austrian Patent Office. NPS agrees clauses 3 and 4, to cooperate Cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the Austrian Italian Patents, including and their Related Rights, in DRLP3 and to perfect and record such assignment at the Austrian National Italian Patent Register Office and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. Any , including without limitation, any necessary powers of attorney that may be required by Italian counsel to record the Agreement In particular, NPS undertakes and all costs, expenses and taxes arising agrees that it will execute the attached Simplified Assignment Form attached as a result of the registration of the change of ownership with the Austrian Patent Office, including, but not limited to, stamp duties, shall be borne by NPSAnnex 2. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Austrian Patents with Italian Patents, and their Related Rights, at the Austrian Italian Patent Office in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. To the extent that the parties fail to execute a pledge agreement granting DRLP3 a first ranking pledge over the Austrian Patents when this Agreement is executed, NPS agrees that it will execute such an agreement within 60 days of the execution of this Agreement. Further, NPS agrees that within the said 60 day period, it will execute any necessary powers of attorney or other documents that may be required by DRLP3 or its Austrian counsel to record the pledge granted over the Austrian Patents at the Austrian National Patent Office. This Agreement is governed by and construed in accordance with the laws of the province Province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validityValidity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals of the Province of Ontario and all courts competent to hear appeals therefrom. Date July 16, 2007 Having read the above, the Parties hereby sign: NPS ALLELIX CORP. /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager SCHEDULE The Austrian Italian Patents Patent No. Subject Status EP1079803B Formulation Granted EP1001802B SPCCCPUB2006 934 . Granted EP100T802B Dosage Regime Granted EP0515228B Pure PTH PurePTH Granted EP0357391B DNA construct Granted EP1473040A Dosage Regime Pending EP0735896A Formulation Pending EP1687048A Administration Method Pending SZ 32/2006 (SPC) Filed 19 October 2006 Patent Pledge Agreement between ANNEX 1 SIMPLIFIED CONDITIONAL ASSIGNMENT FORM Between NPS ALLELIX CORP.Allelix Corp., a corporation company' existing under the laws of the Province of Ontario, Canada ("NPSThe Vendor" or the "Pledgor"), DRUG ROYALTY Drug Royalty L.P. 3, a Cayman Island limited partnership "The Purchaser" (both "DRLP" or the "PledgeeThe Parties"). KEEP THE ORIGINAL OF THIS DOCUMENT AND ALL CERTIFIED COPIES THEREOF OUTSIDE OF THE REPUBLIC OF AUSTRIA. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY.

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 below, NPS hereby assigns all of its right, title and interest in the Austrian Spanish Patents, and including without limitation then-their Related Rights, to DRLP3. Subject to clauses 3 and 4, the operation of this Agreement is subject to the occurrence of an Event of Default. To ensure proper operation of this Agreement at such point in time NPS herewith agrees to duly execute the assignment deed Appendix .11 (the "Assignment Deed") with notarized and apostilled signatures concurrently with the execution of this Agreement and to hand over to DRLP3 the original of such Assignment Deed. DRLP3 agrees to hold in strict confidence the Assignment Deed and to use the Assignment Deed solely in accordance with clause 6 below. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. In the meantime, NPS covenants with DRLP3 that it shall not sell, assign, pledge or otherwise charge or transfer any of the Austrian Patentsor Spanish Patents, or any Related Rights, to a third party. Upon The purchase price for the assignment under clause 1, as agreed by the Parties, is 3000 Euros, which DRLP3 pays in advance to NPS, and NPS hereby acknowledges that it has received such amount and agrees that DRLP3 is not required to make any further payment to NPS. This Agreement shall be raised to a public deed before a Spanish Notary Public and, subject to clauses 3 and 4, its assignment shall be recorded on the Spanish National Patent Register upon the occurrence of an Event of Default provided Default. NPS undertakes, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for under clause 2the performance and the enforcement of all formalities required to perfect and record this Agreement and its assignment on the Spanish National Patent Register and, where required, to produce any additional documents that DRLP3 shall may reasonably require. Without prejudice to the generality of the foregoing, NPS agrees that it will within 60 days of the execution of this Agreement execute any necessary powers of attorney that may be entitled required by Spanish counsel to register record this Agreement at the change of ownership in the Austria Patents as evidenced by the Assignment Deed with the Austrian Spanish National Patent Office. Further, to the extent that the parties fail to execute a mortgage granting DRLP3 a security interest over the Spanish Patents when this Agreement is executed, NPS agrees that it will execute such an agreement within the said 60 day period. In relation to the above, NPS irrevocably empowers DRLP3 to appear before a Spanish notary public to execute any document and to comply with any formality necessary to have the assignment regulated hereby fully effective, subject to clauses 3 and 4, once an Event of Default has occurred. NPS undertakes, upon the occurrence of an Event of Default, subject to clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the Austrian Patents, including their Related Rights, Spanish Patents in DRLP3 and to record such assignment at the Austrian Spanish National Patent Register and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. Any and all costs, expenses and taxes arising as a result of the registration of the change of ownership with the Austrian Patent Office, including, but not limited to, stamp duties, shall be borne by NPS. NPS hereby authorizes DRLP3 to do whatever is necessary for the maintenance of the Austrian Patents with Spanish Patents, and their Related Rights, at the Austrian Spanish Patent Office in the event that NPS fails to do so, including, without limitation, the payment of taxes, renewals and annuity fees. To the extent that the parties fail to execute a pledge agreement granting DRLP3 a first ranking pledge over the Austrian Patents when this Agreement is executed, NPS agrees that it will execute such an agreement within 60 days of the execution of this Agreement. Further, NPS agrees that within the said 60 day period, it will execute any necessary powers of attorney or other documents that may be required by DRLP3 or its Austrian counsel to record the pledge granted over the Austrian Patents at the Austrian National Patent Office. This Agreement is governed by and construed in accordance with the laws of the province Province of Ontario and the federal laws of Canada applicable therein. .. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Ontario Courts and Tribunals Ontario and all courts competent to hear appeals therefrom. Date July 16, 2007 16,2007 Having read the above, the Parties hereby sign: NPS ALLELIX CORP. /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager SCHEDULE The Austrian Spanish Patents Patent No. Subject Status EP1079803B Formulation Granted SPC 200600034 Formulation Granted EP1001802B Dosage Regime Granted EP0515228B Pure PTH Granted EP0357391B DNA construct Granted EP1473040A Dosage Regime Pending EP0735896A Formulation Pending EP1687048A Administration Method Regime Pending SZ 32/2006 (SPC) Filed 19 October 2006 Patent Pledge Agreement between NPS ALLELIX CORP., a corporation existing under the laws of the Province of Ontario, Canada ("NPS" or the "Pledgor"), DRUG ROYALTY L.P. 3, a Cayman Island limited partnership ("DRLP" or the "Pledgee"). KEEP THE ORIGINAL OF THIS DOCUMENT AND ALL CERTIFIED COPIES THEREOF OUTSIDE OF THE REPUBLIC OF AUSTRIA. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY.PATENT MORTGAGE - OUTSTANDING

OPERATIVE CLAUSES. Subject to the condition provided for under clause 2 Clause 3 below, NPS hereby assigns agrees that all of its right, title and interest in the Austrian French Patents, including without limitation then-their Related Rights, be assigned to DRLP3. The operation of this Agreement does not constitute a waiver of any rights or remedies upon default provided between the parties in the Security Agreement or in other rights of DRLP3 as described in the Purchase Agreement. To the fullest extent permitted by law, rights and remedies available to DRLP3, whether provided for in this Agreement, in the Security Agreement, in the Purchase Agreement or otherwise, are not mutually exclusive, are cumulative and not alternative, and may be exercised independently or in any combination. Subject to the condition provided for under clause 5 below, provided that DRLP3 does not decide otherwise, NPS and DRLP3 hereby agree the French Patents, including without limitation their Related Rights, shall automatically be granted, assigned and transferred to DRLP3 such that title thereto and ownership therein shall belong to and be vested in DRLP3. Subject to clauses 3 6 and 47, the operation of this Agreement is subject to the occurrence of an Event of Default. To ensure proper operation of this Agreement at such point in time NPS herewith agrees to duly execute the assignment deed Appendix .11 (the "Assignment Deed") with notarized and apostilled signatures concurrently with the execution of this Agreement and to hand over to DRLP3 the original of such Assignment Deed. DRLP3 agrees to hold in strict confidence the Assignment Deed and to use the Assignment Deed solely in accordance with clause 6 below. If the Event of Default is a Minor Default, the operation of this Agreement shall not take effect unless or until DRLP3 has first sought to commence legal action to enforce payment or performance of the Obligations and any remedy obtained under such action has not satisfied the Obligations of NPS or any judgement obtained pursuant to such action remains unsatisfied by NPS for more than 15 Business Days after the rendering of such judgement (without the necessity of appeal from such judgement). If an Event of Default is the result of a breach of representation and warranty by NPS, then the operation of this Agreement shall not take effect for a period of 60 days commencing on the date on which notice of such breach is provided to NPS and furthermore shall not take effect if during that 60 day period the parties agree upon an alternative remedy in respect of that breach. Such transfer, assignment and grant shall be effective upon the occurrence of an Event of Default, subject to clauses 4 to 7 above, regardless of any dispute or proceedings whatsoever that may arise between the Parties and regardless of the Expert proceeding set out in Clause to ascertain the value of the French Patents at the time of the transfer, assignment and grant (hereunder the "Value of the French Patents"). Nothing contained in Clauses 4 to 7 shall be construed to afford DRLP3 any recourse to the French Patents prior to the occurrence of an Event of Default. Notwithstanding the effectiveness of the transfer, assignment and grant of the French Patents to DRLP3 upon the occurrence of an Event of Default as provided in Clause 4 to 7, NPS and DRLP3 hereby agree to appoint an Expert as listed in Schedule 2 with the mission to ascertain the Value of the French Patents at the time of the transfer to DRLP3, The Parties hereby agree that the decision of the Expert shall be final and binding upon the Parties and the Parties hereby waive any right to challenge the Value of the French Patents as ascertained by the Expert before any Governmental Authority Office, including any Court whatsoever. Any sums owed or to be owed to DRLP3 in accordance with Clause 7 of the Purchase Agreement until the Termination Date thereof as provided in Clause 8.1 of the Purchase Agreement and any Obligations shall be automatically deducted from the Value of the French Patents. In this respect, Clause 8.1 of the Purchase Agreement provides that the Termination date of the Purchase Agreement shall be: "(i) the date that the aggregate amount of the payments received by the Purchaser in respect of the Purchaser Royalty Interest is equal to the amount that is 2.5 times the amount of the Purchase Price actually paid by the Purchaser to the Vendor under Clause 2.3 of the Purchase Agreement; (ii) the expiration or termination of the License Agreement between NPS and Nycomed pursuant to Clause 16.1 or 16.2 thereof; or (iii) the termination of the License Agreement by Nycomed and the failure by the Vendor or the Purchaser to enter into a New License Agreement within 12 months after such termination in accordance with Clause 7.5 of the Purchase Agreement." Subject to the termination of this Agreement pursuant to Clause 11 herein, NPS covenants with DRLP3 that the French Patents is tree of hen, charge, pledge and encumbrance from any third party and that it shall not sell, assign, pledge or otherwise charge or transfer any of the Austrian Patentsor French Patents to any Related Rights, to a third party. Upon This Agreement and its assignment shall be recorded at the patent registry at the French patent office (Institut National de la Propriete Industrielle or INPI) or at any Governmental Authority office in France or in relevant jurisdictions, including the European Patent Office. NPS shall undertake at its own cost all such acts, execute all such documents and do all such things as DRLP3 may request in order for this Agreement and the rights granted to DRLP3 under this Agreement to be recorded with the French patent office (Institut National de la Propriete Industrielle or INPI) or appropriate Governmental Authority office in France or of any relevant jurisdiction, including the European Patent Office and, where required, to produce any additional documents that DRLP3 may require. NPS shall undertake at its own cost, upon the occurrence of an Event of Default provided for under clause 2Default,, DRLP3 shall be entitled subject to register the change of ownership in the Austria Patents as evidenced by the Assignment Deed with the Austrian Patent Office. NPS agrees clauses 3 and 4, to cooperate in good faith with DRLP3, to do all such acts and give any documents and signatures for the performance and the enforcement of all formalities required to vest title in the Austrian PatentsFrench Patents at the French patent office (Institut National de la Propriete Industrielle or INPI) or at any Governmental Authority office in France or in relevant jurisdictions, including their Related Rights, in DRLP3 and to record such assignment at the Austrian National European Patent Register Office and, where required, to produce any documents confirming that an Event of Default has taken place that DRLP3 may reasonably require. Any and all costs, expenses and taxes arising as a result of the registration of the change of ownership with the Austrian Patent Office, including, but not limited to, stamp duties, shall be borne by NPS. NPS hereby authorizes DRLP3 to do whatever is necessary for take any action and make all such acts and things to create, preserve, perfect, validate or otherwise protect the maintenance of French Patents and the Austrian Patents with rights acquired hereunder by DRLP 3 at the Austrian French patent office or at any Governmental Authority office in France or in relevant jurisdictions, including the European Patent Office Office, in the event that NPS fails to do so, at the expenses of NPS, including, without limitation, the payment of taxes, renewals and annuity fees. To , and to enable DRLP3 to exercise and enforce its rights and remedies hereunder and generally to carry out the extent provisions and purposes of this Agreement; NPS hereby authorizes DRLP3 to take any action, including judicial proceedings, and make all such acts and things to create, preserve, perfect, validate or otherwise protect the French Patents and the rights acquired hereunder by DRLP3 at the French patent office or at any Governmental Authority office in France or in relevant jurisdictions, including the European Patent Office, in the event that NPS fails to do so, at the parties fail to execute a pledge agreement granting DRLP3 a first ranking pledge over the Austrian Patents when this Agreement is executedexpenses of NPS, NPS agrees including, without limitation any infringement actions from any third party and opposition proceedings that it will execute such an agreement within 60 days of may occur at any time during the execution of this Agreement. FurtherSubject to clauses 6 and 7, NPS agrees that within shall, upon demand, reimburse DRLP3 for all reasonable costs and expenses incurred by DRLP3 in the said 60 day periodenforcement of any rights hereunder (including without limitation fees and expenses of counsel at each step of the actions and proceedings where DRLP3 prevails) and all such costs shall form part of the Obligations. NPS hereby irrevocably constitutes and designates DRLP3 as and for NPS's attorney in fact: to execute, it will execute upon the occurrence of an Event of Default, subject to clauses 4 to 7 above, and during the continuance thereof, all and any necessary powers such instraments, documents and papers as DRLP3.determines to be appropriate in connection with the exercise of attorney such rights and remedies and to cause the sale, license, assignment, transfer or other documents that disposition of the French Patents, including all filings, recordings or registrations with the applicable government offices required or appropriate to effect such dispositions of the French Patents. The within grant of a power of attorney, being coupled with an interest, shall be irrevocable until this Agreement is terminated. Any notice, demand, direction or other instrument required or permitted to be given hereunder shall be in writing and shall be given in the manner and addressed as set out in Clause 11.3 of the Purchase Agreement. Either party may change its address for service from time to time by notice given in accordance with the foregoing. This Agreement may be required terminated by written agreement made between DRLP3 and NPS. Upon indefeasible fulfillment of the Obligations and full payment, in accordance with Clause 8.1 of the Purchase Agreement, this Agreement shall terminate and the French Patents shall belong to NPS. Upon termination of this Agreement, DRLP3 shall, at the request and expense of NPS, make and do all such acts and things and execute and deliver all such financing statements, instruments, agreements and documents as NPS considers reasonably necessary or its Austrian counsel desirable to discharge the French Patents, to release and discharge the French Patents therefrom and to record such release and discharge in all appropriate offices of public record. This Agreement shall inure to the pledge granted over benefit of and be binding upon the Austrian Patents at successors and permitted assigns of each of DRLP3 and NPS. This Agreement may not'be assigned in whole or in part by either party without the Austrian National Patent Officeprior written consent of the other party; provided, however, that DRLP3 may assign this Agreement in whole or in part without the prior written consent of NPS: (i) by way of security to a financial institution or other lender, (ii) to any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, DRLP3, (iii) to a special purpose vehicle or (iv) as part of a sale of a material part of DRLP3, in any case whether by way of reorganization or otherwise, and DRLP3 shall give prompt notice of any such assignment to NPS within 10 Business Days after the occurrence thereof. This Agreement is governed by and construed in accordance with the laws of the province Province of Ontario and the federal laws of Canada applicable therein. All disputes arising out or in connection with this Agreement including those concerning its existence, validity, interpretation and performance are subject to the exclusive jurisdiction of the competent Courts of the Province of Ontario Courts and Tribunals and all courts competent to hear appeals therefrom. Date July 16, 2007 Having read the above, the Parties hereby sign: NPS ALLELIX CORP. ., /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Secretary DRUG ROYALTY L.P. 3, by its General Partner DRC MANAGEMENT LLC 3 /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Manager SCHEDULE 1 The Austrian French Patents Patent No. Subject Status EP1079803B Formulation Granted SPC 06C0032 Formulation Granted EP1001802B Dosage Regime Granted EP0515228B Pure PTH Granted EP0357391B DNA construct Granted EP1473040A Dosage Regime Pending EP0735896A Formulation Pending EP1687048A EP1627048A Administration Method Pending SZ 32/2006 (SPC) Filed 19 October 2006 Patent Pledge Agreement between NPS ALLELIX CORP., a corporation existing under the laws of the Province of Ontario, Canada ("NPS" or the "Pledgor"), DRUG ROYALTY L.P. 3, a Cayman Island limited partnership ("DRLP" or the "Pledgee"). KEEP THE ORIGINAL OF THIS DOCUMENT AND ALL CERTIFIED COPIES THEREOF OUTSIDE SCHEDULE 2 NOMINATION OF THE REPUBLIC OF AUSTRIA. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY.EXPERT Deloitte & Touche CONDITIONAL ASSIGNMENT AGREEMENT BETWEEN