1 EXHIBIT 10.60 WATSON SECURITY AGREEMENT THIS WATSON SECURITY AGREEMENT ("Security Agreement") is made and entered into as of March 29, 2000, by and between HALSEY DRUG CO., INC., a New York corporation ("Borrower"), and WATSON PHARMACEUTICALS, INC., a Nevada corporation ("Lender"). W I T N E S S E T H WHEREAS, Borrower and Lender have entered into that certain Loan Agreement dated as of the date hereof (as the same may be amended, modified, supplemented or restated from time to time, the "Loan Agreement"; terms which are capitalized herein and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement); and WHEREAS, Lender requires, as a condition precedent to the effectiveness of the Loan Agreement, that Borrower (i) grant to Lender a first priority lien on all the real and personal property and assets of Borrower, now existing or hereinafter acquired (as defined in Section II below, the "Collateral") and (ii) execute and deliver the Security Agreement in order to secure the payment and performance by Borrower of the Obligations. NOW, THEREFORE, in order to induce Lender to enter into and perform the Loan Agreement and as consideration for Lender entering into and performing such, Borrower hereby agrees as follows: SECTION I CREATION OF SECURITY INTEREST Borrower hereby pledges, assigns and grants to Lender a continuing perfected first priority lien on and security interest in all of Borrower's right, title and interest in and to the Collateral (as defined in Section II below) in order to secure the payment and performance of all Obligations owing by Borrower to Lender. SECTION II COLLATERAL For purposes of this Security Agreement, the term "Collateral" shall mean, with respect to Borrower, all of the kinds and types of real and personnel property described in subsections A through F hereof, whether now owned or hereafter at any time arising, acquired or created by Borrower and wherever located, including all replacements, additions, accessions, substitutions, repairs, proceeds and products relating thereto or therefrom, and all documents, ledger sheets and files of Borrower relating thereto. "Proceeds" hereunder include (i) whatever is now or hereafter received by Borrower upon the sale, exchange, collection or other disposition of any item of Collateral, whether such proceeds constitute inventory, accounts, accounts receivable, general intangibles, instruments, securities (including, without limitation, United States of America Treasury Bills), credits, claims, demands, documents, letters of credit and letter of credit proceeds, chattel paper, documents of title, certificates of title, certificates of deposit, warehouse receipts, bills of lading, leases, deposit accounts, money, tax refund claims, contract rights, goods or equipment and 2 (ii) any such items which are now or hereafter acquired by Borrower with any proceeds of Collateral hereunder: A. Accounts. All of Borrower's accounts, whether now existing or existing in the future, including without limitation (i) all accounts receivable (whether or not specifically listed on schedules furnished to Lender), including, without limitation, all accounts created by or arising from all of Borrower's sales of goods or rendition of services made under any of Borrower's trade names, or through any of its divisions, (ii) all the unpaid sellers' rights (including rescission, repletion, reclamation and stoppage in transit) relating to the foregoing or arising therefrom, (iii) all rights to any goods represented by any of the foregoing, including returned or repossessed goods, (iv) all reserves and credit balances held by Borrower with respect to any such accounts receivable or account debtors and (v) all guarantees or collateral for any of the foregoing (all of the foregoing property and similar property being hereinafter referred to as "Accounts"); B. Inventory. All of Borrower's inventory, including without limitation (i) all raw materials, work in progress, parts, components, assemblies, supplies and materials used or consumed in Borrower's businesses, wherever located and whether in the possession of Borrower or any other Person (for the purposes of the Security Agreement, the term "Person" means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party or government, including any division, agency or department thereof); (ii) all goods, wares and merchandise, finished or unfinished, held for sale or lease or leased or furnished or to be furnished under contracts of service, wherever located and whether in the possession of Borrower or any other Person or entity; and (iii) all goods returned to or repossessed by Borrower (all of the foregoing property being hereinafter referred to as "Inventory"); C. Equipment. All of the equipment owned or leased by Borrower, including, without limitation, machinery, equipment, office equipment and supplies, computers and related equipment, furniture, furnishings, tools, tooling, jigs, dies, fixtures, manufacturing implements, fork lifts, trucks, trailers, motor vehicles, and other equipment (all of the foregoing property being hereinafter referred to as "Equipment"); D. Intangibles. All of Borrower's general intangibles, instruments, securities (including without limitation United States of America Treasury Bills), credits, claims, demands, documents, letters of credit and letter of credit proceeds, chattel paper, documents of title, certificates of title, certificates of deposit, warehouse receipts, bills of lading, leases which are permitted to be assigned or pledged, deposit accounts, money, tax refund claims, contract rights which are permitted to be assigned or pledged (all of the foregoing property being hereinafter referred to as "Intangibles"); and E. Intellectual Property. All of Borrower's intellectual property, including, without limitation, New Drug Applications, Investigatory New Drug Applications, Abbreviated New Drug Applications, Alternative New Drug Applications, registrations and quotas as issued by the Drug Enforcement Administration and/or the Attorney General of the United States pursuant to the Controlled Substances Act, certifications, permits and approvals of federal and state governmental agencies, patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, technical knowledge and processes, formal or informal licensing arrangements which are permitted to be assigned or pledged, blueprints, technical specifications, computer software, copyrights, copyright applications and other trade secrets, and all embodiments thereof, and rights thereto, including, without limitation, all of Borrower rights to use the patents, trademarks, copyrights, service marks, or other property of the aforesaid nature of other Persons now 2 3 or hereafter licensed to Borrower, together with the goodwill of the business symbolized by or connected with Borrower's trademarks, copyrights, service marks, licenses and the other rights included in this section II (E). F. Real Property. All of Borrower's right, title and interest to real property, including, without limitation, Borrower's right, title and interest to the Brooklyn Facility Lease and the Congers Facility Lease. SECTION III BORROWER'S REPRESENTATIONS AND WARRANTIES Borrower represents and warrants as follows: A. Places of Business. Borrower has no places of business, or warehouses in which it leases space, other than those set forth on Section III A. of Schedule A, a copy of which is attached hereto and made a part hereof ("Schedule A"). B. Location of Collateral. Except for the movement of Collateral from time to time from one place of business or warehouse listed on Section III A. of Schedule A to another place of business or warehouse listed on Section III A. of such Schedule A, the Collateral is located at Borrower's chief executive offices or other places of business or warehouses listed on such Section III A. of Schedule A, and not at any other location. C. Restrictions on Collateral Disposition. Except as otherwise provided in the Loan Agreement, none of the Collateral is subject to contractual obligations that may restrict or inhibit Lender's rights or ability to sell or dispose of the Collateral or any part thereof after the occurrence of an Event of Default. D. Status of Accounts. Each Account is based on an actual and bona fide rendition of services to customers, made by Borrower in the ordinary course of its business; the Accounts created are its exclusive property and are not and shall not be subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, except as otherwise provided in Section III D. of Schedule A, and to the best knowledge of Borrower, Borrower's customers have accepted the services, and owe and are obligated to pay the full amounts stated in the invoices according to their terms, without any dispute, offset, defense or counterclaim. SECTION IV COVENANTS OF BORROWER Borrower agrees as follows: A. Defend Against Claims. Borrower will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein unless both Lender and Borrower determine that the claim or demand is not material and that, consequently, such defense would not be consistent with good business judgment. Borrower will permit any lien notices with respect to the Collateral or any portion thereof to exist or be on file in any public office except for those in favor of Lender and those permitted under the terms of the Loan Agreement. 3 4 B. Change in Collateral Location. Borrower will not (i) change its corporate name, (ii) change the location of its chief executive office or establish any place of business other than those specified in Section III A. of Schedule A, or (iii) move or permit movement of the Collateral from the locations specified therein except from one such location to another such location, unless in each case Borrower shall have given Lender at least thirty (30) days prior written notice thereof, and shall have, in advance, executed and caused to be filed and/or delivered to Lender any financing statements or other documents required by Lender to perfect the security interest of in the Collateral in accordance with Section IV C. hereof, all in form and substance satisfactory to Lender. C. Additional Financing Statements. Promptly upon the reasonable request of Lender, Borrower will execute and deliver or use its reasonable efforts to procure any document, give any notices, execute and file any financing statements, mortgages or other documents, all in form and substance satisfactory to Lender, mark any chattel paper, deliver any chattel paper or instruments to Lender and take any other actions that are necessary or, in the opinion of Lender, desirable to perfect or continue the perfection and the first priority of Lender's security interest in the Collateral, to protect the Collateral against the rights, claims, or interests of third persons, or to effect the purposes of this Security Agreement. Borrower will pay the costs incurred in connection with any of the foregoing. D. Additional Liens; Transfers. Without the prior written consent of Lender, Borrower will not, in any way, hypothecate or create or permit to exist any lien, security interest, charge or encumbrance on or other interest in the Collateral, other than Permitted Liens, and Borrower will not sell, transfer, assign, pledge, collaterally assign, exchange or otherwise dispose of the Collateral, other than the sale of Inventory in the ordinary course of business and the sale of obsolete or worn out Equipment. Notwithstanding the foregoing, if the proceeds of any such sale consist of notes, instruments, documents of title, letters of credit or chattel paper, such proceeds shall be promptly delivered to Lender to be held as Collateral hereunder. If the Collateral, or any part thereof, is sold, transferred, assigned, exchanged, or otherwise disposed of in violation of these provisions, the security interest of Lender shall continue in such Collateral or part thereof notwithstanding such sale, transfer, assignment, exchange or other disposition, and Borrower will hold the proceeds thereof for the benefit of Lender, and promptly transfer such proceeds to Lender in kind. E. Contractual Obligations. Borrower will not enter into any contractual obligations which may restrict or inhibit Lender's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence or during the continuance of an Event of Default. F. Lender's Right to Protect Collateral. Upon the occurrence or continuance of an Event of Default, Lender shall have the right at any time to make any payments and do any other acts may deem necessary to protect the security interests of Lender in the Collateral, including, without limitation, the rights to pay, purchase, contest or compromise any encumbrance, charge or lien which, in the reasonable judgment of Lender, appears to be prior to or superior to the security interests granted hereunder, and appear in and defend any action or proceeding purporting to affect its security interests in, and/or the value of, the Collateral. Borrower hereby agrees to reimburse Lender for all payments made and expenses incurred under this Security Agreement including reasonable fees, expenses and disbursements of attorneys and paralegals acting for Lender, including any of the foregoing payments under, or acts taken to protect its security interests in, the Collateral, which amounts shall be secured under this Security Agreement, and agree they shall be bound by any payment made or act taken by Lender hereunder absent Lender's gross negligence or willful 4 5 misconduct. Lender shall have no obligation to make any of the foregoing payments or perform any of the foregoing acts. G. Further Obligations With Respect to Accounts. In furtherance of the continuing assignment and security interest in the Accounts of Borrower granted pursuant to this Security Agreement, upon the creation of Accounts, upon Lender's request, Borrower will execute and deliver to Lender in such form and manner as Lender may require, solely for its convenience in maintaining records of Collateral, such confirmatory schedules of Accounts, and other appropriate reports designating, identifying and describing the Accounts as Lender may reasonably require. In addition, upon Lender's request, Borrower shall provide Lender with copies of agreements with, or purchase orders from, the customers of Borrower and copies of invoices to customers, proof of shipment or delivery and such other documentation and information relating to said Accounts and other Collateral as Lender may reasonably require. Furthermore, upon Lender's request, Borrower shall deliver to Lender any documents or certificates of title issued with respect to any property included in the Collateral, and any promissory notes, letters of credit or instruments related to or otherwise in connection with any property included in the Collateral, which in any such case came into the possession of Borrower, or shall cause the issuer thereof to deliver any of the same directly to Lender, in each case with any necessary endorsements in favor of Lender. Failure to provide Lender with any of the foregoing shall in no way affect, diminish, modify or otherwise limit the security interests granted herein. Borrower hereby authorizes Lender to regard Borrower's printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by Borrower's authorized officers or agents. H. Insurance. Borrower agrees to maintain public liability insurance, third party property damage insurance and replacement value insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times satisfactory to Lender in its commercially reasonable judgment. All policies covering the Collateral are to name Lender as an additional insured and the loss payee in case of loss, and are to contain such other provisions as Lender may reasonably require to fully protect Lender's interest in the Collateral and to any payments to be made under such policies. I. Taxes. Borrower agrees to pay, when due, all taxes lawfully levied or assessed against Borrower or any of the Collateral before any penalty or interest accrues thereon; provided, however, that, unless such taxes have become a Federal tax or Employment Retirement Security Income Act lien on any of the assets of Borrower, no such tax need be paid if the same is being contested, in good faith, by appropriate proceedings promptly instituted and diligently conducted and if an adequate reserve or other appropriate provision shall have been made therefor as required in order to be in conformity with generally accepted accounting principles and procedures in effect in the United States of America. J. Compliance with Laws. Borrower agrees to comply in all material respects with all requirements of law applicable to the Collateral or any part thereof, or to the operation of its business or its assets generally, unless Borrower contests any such requirements of law in a reasonable manner and in good faith. Borrower agrees to maintain in full force and effect, its respective licenses and permits granted by any governmental authority as may be necessary or advisable for Borrower to conduct its business in all material respects. 5 6 K. Maintenance of Property. Borrower agrees to keep all property useful and necessary to its business in good working order and condition (ordinary wear and tear excepted) and not to commit or suffer any waste with respect to any of their properties. L. Environmental and Other Matters. Borrower will conduct its business so as to comply in all material respects with all environmental, land use, occupational, safety or health laws, regulations, directions, ordinances, criteria and guidelines in all jurisdictions in which it is or may at any time be doing business, except to the extent that Borrower is contesting, in good faith by appropriate legal, administrative or other proceedings, any such law, regulation, direction, ordinance, criteria, guideline, or interpretation thereof or application thereof; provided, further, that Borrower shall comply with the order of any court or other governmental authority relating to such laws unless Borrower shall currently be prosecuting an appeal, proceedings for review or administrative proceedings and shall have secured a stay of enforcement or execution or other arrangement postponing enforcement or execution pending such appeal, proceedings for review or administrative proceedings. M. Further Assurances. Borrower shall take all such further actions and execute all such further documents and instruments (including, but not limited to, collateral assignments of Intellectual Property and Intangibles or any portion thereof) as Lender may at any time reasonably determine in its sole discretion to be necessary or desirable to further carry out and consummate the transactions contemplated by the Loan Agreement and the documentation relating thereto, including the Security Agreement, and to perfect or protect the liens (and the priority status thereof) of Lender in the Collateral. SECTION V REMEDIES A. Obtaining the Collateral Upon Default. If any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, Lender, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may: (a) personally, or by agents or attorneys, immediately retake possession of the Collateral or any part thereof, from Borrower or any other Person who then has possession of any part thereof, with or without notice or process of law, and for that purpose may enter upon Borrower's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of Borrower; (b) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Accounts) constituting the Collateral to make any payment required by the terms of such instrument or agreement directly to Lender; (c) withdraw all monies, securities and instruments held pursuant to any pledge arrangement for application to the Obligations; 6 7 (d) sell, assign or otherwise liquidate, or direct Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (e) take possession of the Collateral or any part thereof, by directing Borrower in writing to deliver the same to Lender at any place or places designated by Lender, in which event Borrower shall at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by Lender and there delivered to Lender, (ii) store and keep any Collateral so delivered to Lender at such place or places pending further action by Lender as provided in Section V B., and (iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; it being understood that Borrower's obligation to so deliver the Collateral is of the essence of this Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, Lender shall be entitled to a decree requiring specific performance by Borrower of said obligation. B. Disposition of the Collateral. Any collateral repossessed by Lender under or pursuant to Section V A. and any other Collateral whether or not so repossessed by Lender, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as Lender may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by Lender or after any overhaul or repair which Lender shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than ten (10) days' written notice to Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the ten (10) days after the giving of such notice, to the right of Borrower or any nominee of Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than ten (10) days' written notice to Borrower specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the option of Lender, be subject to reserve), after publication of notice of such auction not less than ten (10) days prior thereto in two (2) newspapers in general circulation in the City of New York as Lender may determine. To the extent permitted by any such requirement of law, Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to Borrower (except to the extent of surplus money received). If, under mandatory requirements of applicable law, Lender shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to Borrower as herein above specified, Lender need give Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. 7 8 C. Power of Attorney. Borrower hereby irrevocably authorizes and appoints Lender, or any Person that Lender may designate, as Borrower's attorney-in-fact, at Borrower's cost and expense, to exercise all of the following powers upon and at any time after the occurrence and during the continuance of an Event of Default, which powers, being coupled with an interest, shall be irrevocable until all of the Obligations owing by Borrower shall have been paid and satisfied in full: (a) accelerate or extend the time of payment, compromise, issue credits, bring suit or administer and otherwise collect Accounts or proceeds of any Collateral; (b) receive, open and dispose of all mail addressed to Borrower and notify postal authorities to change the address for delivery thereof to such address as Lender may designate; (c) give customers indebted on Accounts notice of Lender's interest therein, and/or to instruct such customers to make payment directly to Lender for Borrower's account; (d) convey any item of Collateral to any purchaser thereof; (e) give any notices or record any liens under Section IV C. hereof; and (f) make any payments or take any acts under Section IV F. hereof. Lender's authority under this Section V C. shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, transfer title to any item of Collateral, sign Borrower's name on all financing statements or any other documents deemed necessary or appropriate to preserve, protect or perfect the security interest in the Collateral and to file the same, prepare, file and sign Borrower's name on any notice of lien, assignment or satisfaction of lien or similar document in connection with any Account and prepare, file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any customer of Borrower, and to take any other actions arising from or incident to the rights, powers and remedies granted to Lender in this Security Agreement. This power of attorney is coupled with an interest and is irrevocable by Borrower. D. Waiver of Claims. Except as otherwise provided in this Security Agreement, BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH LENDER'S TAKING POSSESSION OF OR DISPOSING OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH BORROWER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and Borrower hereby further waives, to the extent permitted by law: (a) all damages occasioned by such taking of possession except any damages which are the direct result of Lender's gross negligence or willful misconduct; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of Lender's rights hereunder, except as expressly provided herein; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law in order to prevent or delay the 8 9 enforcement of this Security Agreement or the absolute sale of the Collateral or any portion thereof, and Borrower, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws. Any sale of, or the grant of options to purchase, or any other realization upon any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of Borrower therein and thereto, and shall be a perpetual bar both at law and in equity against Borrower and against any and all persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through and under Borrower. E. Remedies Cumulative. Each and every right, power and remedy hereby specifically given to Lender shall be in addition to every other right, power and remedy specifically given under this Security Agreement, under the Loan Agreement or under other documentation relating thereto or now or hereafter existing at law or in equity, or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously and as often and in such order as may be deemed expedient by Lender. All such rights, powers and remedies shall be cumulative and the exercise or the beginning of exercise of one shall not be deemed a waiver of the right to exercise of any other or others. No delay or omission of Lender in the exercise of any such right, power or remedy and no renewal or extension of any of the Obligations shall impair any such right, power or remedy or shall be construed to be a waiver of any Default or Event of Default or any acquiescence therein. SECTION VI MISCELLANEOUS PROVISIONS A. Notices. All notices, approvals, consents or other communications required or desired to be given hereunder shall be delivered in person, by facsimile transmission followed promptly by first class mail or by overnight mail, and delivered if to Borrower, then to the attention of Mr. Michael Reicher, c/o Halsey Drug. Co., Inc., 695 No. Perryville Road, Rockford, Illinois, 61107, fax no. (815) 399-9710, with a copy to John P. Reilly, Esq., c/o St. John & Wayne, L.L.C., 2 Penn Plaza East, Newark, New Jersey 07105, fax no. (973) 491-3407, and if to Lender, then to the attention of the Chief Financial Officer, c/o Watson Pharmaceuticals, Inc., 311 Bonnie Circle, Corona, California, 92880, fax no. (909) 279-8094 (courtesy copy to Robert Funsten, Esq., General Counsel), with a copy to Lawrence B. Cohn, c/o Stradling Yocca Carlson & Rauth, 660 Newport Center Drive, Newport Beach, CA 92660, fax no. (949) 725-4100. B. Headings. The headings in this Security Agreement are for purposes of reference only and shall not affect the meaning or construction of any provision of this Security Agreement. C. Severability. The provisions of this Security Agreement are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect, in that jurisdiction only, such clause or provision, or part thereof, and shall not in any manner affect such clause or provision in any other jurisdiction or any other clause or provision of the Security Agreement in any jurisdiction. D. Amendments, Waivers and Consents. Any amendment or waiver of any provision of the Security Agreement and any consent to any departure by Borrower from any provision of the Security Agreement shall be effective only if made or given in writing signed by Lender. 9 10 E. Interpretation of Agreement. Time is of the essence in each provision of this Security Agreement of which time is an element. All terms not defined herein shall have the meaning set forth in the applicable Uniform Commercial Code. Acceptance of or acquiescence in a course of performance rendered under the Security Agreement shall not be relevant in determining the meaning of the Security Agreement even though the accepting or acquiescing party had knowledge of the nature of the performance and opportunity for objection. F. Continuing Security Interest. The Security Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until indefeasible payment in full of the Obligations owing by Borrower, (ii) be binding upon Borrower, and its successors and assigns and (iii) inure to the benefit of Lender and its successors and assigns. G. Reinstatement. To the extent permitted by law, the Security Agreement shall continue to be effective or be reinstated if at any time any amount received by Lender in respect of the Obligations owing by Borrower is rescinded or must otherwise be restored or returned by Lender upon the occurrence or during the pendency of any Event of Default, all as though such payments had not been made. H. Survival of Provisions. All representations, warranties and covenants of Borrower contained herein shall survive the execution and delivery of this Security Agreement, and shall terminate only upon the full and final indefeasible payment and performance by Borrower of the Obligations secured hereby. I. Setoff. Lender shall have all rights of setoff available at law or in equity. J. Power of Attorney. In addition to the powers granted to Lender under Section V C., Borrower hereby irrevocably authorizes and appoints Lender, or any Person that Lender may designate, as Borrower's attorney-in-fact, at Borrower's cost and expense, to exercise all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations shall have been indefeasibly paid and satisfied in full: (a) after the occurrence of an Event of Default, to receive, take, endorse, sign, assign and deliver, all in the name of Lender or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; and (b) to request, at any time from customers indebted on Accounts, verification of information concerning the Accounts and the amounts owing thereon. K. Indemnification; Authority of Lender. Neither Lender nor any director, officer, employee, attorney or agent of Lender shall be liable to Borrower for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, nor shall Lender be responsible for the validity, effectiveness or sufficiency of the Security Agreement or of any document or security furnished pursuant hereto. Lender and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Borrower agrees to indemnify and hold harmless Lender and any other person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims or liability incurred by Lender or such person hereunder, unless such claim 10 11 or liability shall be due to willful misconduct or gross negligence on the part of Lender or such person. L. Release; Termination of Agreement. Subject to the provisions of Section VI G. hereof, this Security Agreement shall terminate upon full and final indefeasible payment and performance of all the Obligations owing by Borrower. At such time, Lender shall, at the request of Borrower, reassign and redeliver to Borrower all of the Collateral hereunder which has not been sold, disposed of, retained or applied by Lender in accordance with the terms hereof. Such reassignment and redelivery shall be without warranty by or recourse to Lender, except as to the absence of any prior assignments by Lender of its interest in the Collateral, and shall be at the expense of Borrower. M. Counterparts. The Security Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same agreement. N. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THE SECURITY AGREEMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS SECURITY AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE OF CALIFORNIA. O. SUBMISSION TO JURISDICTION. ALL DISPUTES BETWEEN BORROWER AND LENDER, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE AND FEDERAL COURTS LOCATED IN ORANGE COUNTY, CALIFORNIA, AND THE COURTS TO WHICH AN APPEAL THEREFROM MAY BE TAKEN; PROVIDED, HOWEVER, THAT LENDER SHALL HAVE THE RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST BORROWER OR ITS PROPERTY IN ANY LOCATION REASONABLY SELECTED BY LENDER IN GOOD FAITH TO ENABLE LENDER TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LENDER. BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS, SETOFFS OR CROSS-CLAIMS IN ANY PROCEEDING BROUGHT BY LENDER. BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH LENDER HAS COMMENCED A PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS. P. SERVICE OF PROCESS. BORROWER HEREBY IRREVOCABLY AGREES THAT SERVICE OF PROCESS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECURITY AGREEMENT MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER AT ITS ADDRESS SET FORTH IN SECTION VI A. HEREOF. Q. JURY TRIAL. BORROWER AND LENDER EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY. R. LIMITATION OF LIABILITY. LENDER SHALL NOT HAVE ANY LIABILITY TO BORROWER (WHETHER SOUNDING IN TORT, CONTRACT, OR OTHERWISE) FOR LOSSES SUFFERED BY BORROWER IN CONNECTION WITH, ARISING OUT OF, OR IN 11 12 ANY WAY RELATED TO THE TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED BY THIS SECURITY AGREEMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, UNLESS IT IS DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OR COURT ORDER BINDING ON LENDER, THAT THE LOSSES WERE THE RESULT OF ACTS OR OMISSIONS CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. S. Delays; Partial Exercise of Remedies. No delay or omission of Lender to exercise any right or remedy hereunder, whether before or after the happening of any Event of Default, shall impair any such right or shall operate as a waiver thereof or as a waiver of any such Event of Default. No single or partial exercise by Lender of any right or remedy shall preclude any other or further exercise thereof, or preclude any other right or remedy. IN WITNESS WHEREOF, Borrower has caused this Security Agreement to be duly executed and delivered as of the day and year first above written. HALSEY DRUG CO, INC., a New York corporation By: /s/ Michael Reicher Name: Title: Chief Executive Officer By its acceptance hereof, as of the day and year first above written, Lender agrees to be bound by the provisions hereof applicable to it. WATSON PHARMACEUTICALS, INC., a Nevada corporation By: /s/ Robert C. Funsten Name: Title: Senior Vice President 12