Common use of Interim Operations of the Company Clause in Contracts

Interim Operations of the Company. (a) During the period from the Agreement Date to the Share Acceptance Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (except (i) as may be required by Law, (ii) with the prior written consent of the Parent, (iii) as contemplated or permitted by this Agreement or (iv) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to (1) preserve intact their current business organization, (2) maintain their relationships with customers, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (A) as may be required by Law, (B) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (C) as set forth in the Company Disclosure Schedule, prior to the time when, pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of the Company Board, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following:

Interim Operations of the Company. (a) During the period from the date of this Agreement Date to the Share Acceptance Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (except (iw) as may be required by Law, (iix) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the ParentCompany), which consent shall not be unreasonably withheld, delayed or conditioned, (iiiy) as contemplated or permitted by this Agreement Agreement, or (ivz) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the ordinary Ordinary Course of Business, and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company and its Subsidiaries shall will use commercially reasonable best efforts to (1) preserve intact their its current business organization, (2) maintain their relationships with customers, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present its officers and employees of the Company and maintain its Subsidiariesrelations and goodwill with its material suppliers, (5) keep in effect casualtycustomers, product liabilitylandlords, workers’ compensation creditors and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries others having material business relationships with respect to matters addressed specifically by any provision of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provisionit. Without limiting the generality of the foregoing, except (Aw) as may be required by Law, (Bx) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the ParentCompany), which consent shall not be unreasonably withheld, delayed or conditioned conditioned, (y) as contemplated or permitted by this Agreement, or (Cz) as set forth in the Company Disclosure Schedule, prior to the time when, pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of Effective Time neither the Company Board, the Company shall not, and shall not permit nor any of its Subsidiaries to, do any of the followingwill:

Interim Operations of the Company. (a) During the period from the date of this Agreement Date to the Share Acceptance Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (except (iw) as may be required by Law, (iix) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (iiiy) as contemplated or permitted by this Agreement or (ivz) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company and its Subsidiaries shall use commercially reasonable best efforts to (1i) preserve intact their current business organization, ; and (2ii) maintain preserve their relationships with customers, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (Aw) as may be required by Law, (Bx) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned conditioned, (y) as contemplated or permitted by this Agreement or (Cz) as set forth in the Company Disclosure Schedule, prior to the time whenEffective Time, pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of neither the Company Board, the Company shall not, and shall not permit nor any of its Subsidiaries to, do any of the followingwill:

Interim Operations of the Company. (a) During the period from the date of this Agreement Date to the Share Acceptance Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (8.1, except (iw) as may be required by Law, (iix) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (iiiy) as contemplated or permitted by this Agreement or (ivz) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company and its Subsidiaries shall use commercially reasonable best efforts to (1i) preserve intact their current business organization, organization and (2ii) maintain preserve their relationships with customers, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (Aw) as may be required by Law, (Bx) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned conditioned, (y) as contemplated or permitted by this Agreement or (Cz) as set forth in the Company Disclosure Schedule, prior to the time whenEffective Time, pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of neither the Company Board, the Company shall not, and shall not permit nor any of its Subsidiaries to, do any of the followingwill:

Interim Operations of the Company. (a) During From and after the period from the Agreement Date to the Share Acceptance Time or the datedate of this Agreement, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (except (iw) as may be required by Law, (iix) with the prior written consent of the ParentParent (which consent shall not be unreasonably withheld, delayed or conditioned), (iiiy) as expressly contemplated or permitted by this Agreement or (ivz) as set forth in the Section 6.1 of the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company shall, and shall cause its Subsidiaries shall to, use reasonable best efforts to (1i) preserve intact their current business organization, organization and (2ii) maintain preserve their present relationships with customers, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change them who are integral to the development timeline for any operation of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiariestheir businesses as presently conducted; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (A) as may be required by Law, (B) with the prior written consent of the Parent, Parent (which consent shall not be unreasonably withheld, delayed or conditioned conditioned), (C) as expressly contemplated or permitted by this Agreement or (CD) as set forth in Section 6.1 of the Company Disclosure Schedule, prior to from and after the time whendate of this Agreement, pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of neither the Company Board, the Company shall not, and shall not permit any of nor its Subsidiaries to, do any of the followingwill:

Interim Operations of the Company. (a) During the period from the date of this Agreement Date to the Share Acceptance Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (except (iw) as may be required by Law, (iix) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within seventy-two (72) hours after a written request for such consent is delivered to Parent by the ParentCompany), which consent shall not be unreasonably withheld, delayed or conditioned, (iiiy) as contemplated or expressly permitted by this Agreement or (ivz) as set forth in Section 6.1 of the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company and its Subsidiaries shall use commercially reasonable best efforts to (1i) preserve intact their current business organization, (2ii) maintain appropriate staffing levels consistent with past practice and (iii) preserve their relationships with customers, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (Aw) as may be required by Law, (Bx) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within seventy-two (72) hours after a written request for such consent is delivered to Parent by the ParentCompany), which consent shall not be unreasonably withheld, delayed or conditioned conditioned, (y) as expressly permitted by this Agreement or (Cz) as set forth in Section 6.1 of the Company Disclosure Schedule, prior to the time whenEffective Time, pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of neither the Company Board, the Company shall not, and shall not permit nor any of its Subsidiaries to, do any of the followingwill:

Interim Operations of the Company. (a) During the period from the date of this Agreement Date to the Share Acceptance Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (except (iw) as may be required by Law, (iix) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (iiiy) as contemplated or expressly permitted by this Agreement or (ivz) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company and its Subsidiaries shall use commercially reasonable best efforts to (1i) preserve intact their current business organization, organization and (2ii) maintain preserve their relationships with customers, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (Aw) as may be required by Law, (Bx) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned conditioned, (y) as expressly permitted by this Agreement or (Cz) as set forth in the Company Disclosure Schedule, prior to the time whenEffective Time, pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of neither the Company Board, the Company shall not, and shall not permit nor any of its Subsidiaries to, do any of the followingwill:

Interim Operations of the Company. Except (a) During the period from the Agreement Date to the Share Acceptance Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (except (iw) as may be required by applicable Law, (iix) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (iiiy) as permitted or otherwise expressly contemplated or permitted by this Agreement or (ivz) as set forth in Section 6.1 of the Company Disclosure Schedule), during the period from the date of this Agreement to the Effective Time, the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to (1i) preserve intact their current business organization, organization and (2ii) maintain preserve their relationships with customers, suppliers and others having business dealings with themdistributors, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocolsuppliers, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiariesbusiness partners; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (Aw) as may be required by Law, (Bx) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned conditioned, (y) as contemplated or permitted by this Agreement or (Cz) as set forth in Section 6.1 of the Company Disclosure Schedule, prior during the period from the date of this Agreement to the time when, pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of the Company BoardEffective Time, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following:

Interim Operations of the Company. (a) During the period from the date of this Agreement Date until the earlier of (a) such time as designees of Parent first constitute at least a 34 majority of the Company Board pursuant to Section 2.4(a), (b) the Share Acceptance Effective Time or and (c) the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 9.1 (except (ix) as may be required by Law, (iiy) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within seventy-two (72) hours after a written request for such consent is delivered to Parent by the ParentCompany), which consent shall not be unreasonably withheld, delayed or conditioned, or (iiiz) as contemplated or permitted by this Agreement or (iv) as set forth in the Company Disclosure Schedule)Agreement, the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company and its Subsidiaries shall use commercially reasonable best efforts to (1) preserve intact their current business organization, organization and (2) maintain preserve their relationships with customers, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) 7.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (A) as may be required by Law, (B) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within seventy-two (72) hours after a written request for such consent is delivered to Parent by the ParentCompany), which consent shall not be unreasonably withheld, delayed or conditioned conditioned, or (C) as set forth in contemplated or permitted by this Agreement, until the Company Disclosure Schedule, prior to the earlier of (1) such time when, pursuant to Section 1.3(a), the Parent’s as designees for director of Parent first constitute the at least a majority of the Company BoardBoard pursuant to Section 2.4(a), (2) the Effective Time and (3) the date, if any, on which this Agreement is earlier terminated pursuant to Section 9.1, neither the Company shall not, and shall not permit nor any of its Subsidiaries to, do any of the followingwill:

Interim Operations of the Company. (a) During the period from the Agreement Date date hereof to the Share Acceptance Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (except (i) as may otherwise be required by in connection with applicable Law, (ii) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (iii) as contemplated or permitted required by this Agreement Agreement, or (iv) as set forth in Section 6.1 of the Company Disclosure Schedule), the business of Company shall and shall cause the Company and its Subsidiaries shall be conducted to conduct the Business only in the ordinary and usual course of business in all material respects consistent with past practicebusiness, and, to the extent consistent therewith, the Company and its the Company Subsidiaries shall use commercially reasonable best efforts to (1) preserve intact their current business organization, (2) organization and maintain their relationships with customers, suppliers resellers, distributors, franchisees (and other similar channel partners), suppliers, employees, licensors, licensees of the Business and others having business Business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, foregoing (except (Ai) as may otherwise be required by in connection with applicable Law, (Bii) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned (but which may be withheld for any reason with respect to clauses (a)-(f) below), (iii) as required by this Agreement or (Civ) as set forth in Section 6.1 of the Company Disclosure Schedule), prior during the period from the date hereof to the time whenEffective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of the Company Board8.1, the Company agrees that it shall not, and nor shall not it permit any of its Subsidiaries Company Subsidiary to, do any of the following:

Interim Operations of the Company. (a) During the period from the Agreement Date date hereof to the Share Acceptance Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (except (i) as may otherwise be required by in connection with applicable Law, (ii) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (iii) as contemplated or permitted by this Agreement, (iv) as required by the Patent Purchase Agreement or contemplated by Section 6.7(c), (ivv) actions taken or not taken following a request by Parent pursuant to and in accordance with Section 6.15, pursuant to Section 6.15 or (vi) as set forth in Section 6.1 of the Company Disclosure Schedule), the business of Company shall and shall cause the Company and its Subsidiaries shall be conducted to conduct the Business only in the ordinary and usual course of business in all material respects consistent with past practicebusiness, and, to the extent consistent therewith, the Company and its the Company Subsidiaries shall use commercially reasonable best efforts to (1) preserve intact their current business organization, (2) Business organization and maintain their relationships with customers, suppliers resellers, distributors, franchisees (and other similar channel partners), suppliers, employees, licensors, licensees of the Business and others having business Business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, foregoing (except (Ai) as may otherwise be required by in connection with applicable Law, (Bii) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned (except with respect to clauses (b), (c), (d) and (e) below), (iii) as contemplated or permitted by this Agreement, (iv) as required by the Patent Purchase Agreement or contemplated by Section 6.7(c), (v) actions taken or not taken following a request by Parent pursuant to and in accordance with Section 6.15, pursuant to Section 6.15 or (Cvi) as set forth in Section 6.1 of the Company Disclosure Schedule), prior during the period from the date hereof to the time whenEffective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of the Company Board8.1, the Company agrees that it shall not, and nor shall not it permit any of its Subsidiaries Company Subsidiary to, do any of the following:

Interim Operations of the Company. From the Signing Date and until the Effective Time or the earlier termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), except as (a) During the period from the Agreement Date to the Share Acceptance Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (except (i) as may be expressly required by this Agreement, (b) required by applicable Law, (ii) with the prior written consent of the Parent, (iii) as contemplated or permitted by this Agreement or (ivc) as set forth consented to in writing by Parent during the Pre-Closing Period, which consent will not be unreasonably withheld or delayed, the Company Disclosure Schedule), the business of agrees that the Company and its Subsidiaries shall be conducted will conduct business only in the ordinary and usual course of business in all material respects consistent with past practicepractice (including, andfor the avoidance of doubt, by taking (subject to the extent consistent therewithconsent rights of Parent in this Section 5.1) commercially reasonable actions to address force majeure events), and the Company and will use its Subsidiaries shall use reasonable best efforts to (1A) preserve intact their current its business organization, (2) maintain their relationships with customersassets and technology, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present its officers and key employees of the Company and its Subsidiaries, (5C) keep maintain in effect casualtyall of its material Company Permits, product liability, workers(D) fund its obligations with respect to its and its Subsidiaries and joint ventures’ compensation ongoing development and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, construction projects and (6E) maintain and preserve satisfactory relationships with customers, lessees, lenders, suppliers, licensors, licensees, distributors and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by others having material business relationships with the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provisionSubsidiaries. Without limiting the generality of the foregoingforegoing and except as (w) set forth in Section 5.1(w) of the Company Disclosure Letter, except (Ax) as may be expressly required by this Agreement, (y) required by applicable Law, or (Bz) with consented to in writing by Parent during the prior written consent of the ParentPre-Closing Period, which consent shall will not be unreasonably withheld, delayed withheld or conditioned or (C) as set forth in the Company Disclosure Schedule, prior to the time when, pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of the Company Boarddelayed, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the followingagrees that:

Interim Operations of the Company. (a) During the period from the date of this Agreement Date to the Share Acceptance Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (except (iw) as may be required by Law, (iix) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (iiiy) as contemplated or permitted by this Agreement or (ivz) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company and its Subsidiaries shall use commercially reasonable best efforts to (1i) preserve intact their current business organization, organization and (2ii) maintain preserve their relationships with customers, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (Aw) as may be required by Law, (Bx) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned conditioned, (y) as contemplated or permitted by this Agreement or (Cz) as set forth in the Company Disclosure Schedule, prior to the time whenEffective Time, pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of neither the Company Board, the Company shall not, and shall not permit nor any of its Subsidiaries to, do any of the followingwill:

Interim Operations of the Company. (a) During the period from the Agreement Date Prior to the Share Acceptance Time Closing Date or the date, if any, on which earlier termination of this Agreement is earlier terminated pursuant to Section 8.1 Article IX (such period, the “Interim Period”), except (i) as may be required by Law, (ii) with the prior written consent of the Parent, (iii) as contemplated or permitted by this Agreement or (iv) as set forth on Schedule ‎7.1 or as expressly contemplated by this Agreement, unless Buyer has previously consented in the Company Disclosure Schedulewriting thereto (which consent will not be unreasonably withheld, conditioned or delayed), the business Company agrees, and agrees to cause the Subsidiaries, to use commercially reasonable efforts to carry on the businesses of the Company and its the Subsidiaries shall be conducted only in accordance with the ordinary expense plan delivered to Buyer on the date hereof and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to (1) preserve intact their the Company’s and Subsidiaries’ current business organization, (2) maintain their relationships with customers, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present the Company’s and Subsidiaries’ current officers and employees of and to preserve the Company’s and the Subsidiaries’ relationships with suppliers, distributors, licensors, licensees and others with which the Company and its Subsidiariesthe Subsidiaries have business dealings (including, (5) keep without limitation, shipping products, paying vendors and continuing marketing efforts, all in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar accordance with the expense plan delivered to those in effect at Buyer on the date of hereof). In addition, without limiting the foregoing, during the Interim Period, except as set forth on Schedule ‎7.1 or as expressly contemplated by this Agreement, and unless Buyer has previously consented in writing thereto (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (A) as may be required by Law, (B) with the prior written consent of the Parent, which consent shall will not be unreasonably withheld, delayed or conditioned or (C) as set forth in the Company Disclosure Schedule, prior to the time when, pursuant to Section 1.3(adelayed), the Parent’s designees for director constitute the majority of the Company Board, the Company shall not, not and shall not permit any of its the Subsidiaries to, do any of the following:

Interim Operations of the Company. (a) During the period from the date of this Agreement Date to the Share Acceptance Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section section 8.1 (except (iw) as may be required by Law, (iix) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (iiiy) as contemplated or permitted by this Agreement or (ivz) as set forth in the Company Disclosure ScheduleSchedules to this Agreement), the Company and Significant Shareholders covenant that the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company and its Subsidiaries shall use commercially reasonable best efforts to (1i) preserve intact their current business organization, organization and (2ii) maintain preserve their relationships with customers, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1(a) section 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (A1) as may be required by Law, (B2) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned conditioned, (3) as contemplated or permitted by this Agreement or (C4) as set forth in the Company Disclosure ScheduleSchedules to this Agreement, prior to the time whenEffective Time, pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of neither the Company Board, the Company shall not, and shall not permit nor any of its Subsidiaries to, do any of the followingwill: