Common use of Conditions of the Offer Clause in Contracts

Conditions of the Offer. Notwithstanding any other provisions of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable law, the Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any validly tendered Shares, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the payment for, any validly tendered Shares if: • the Minimum Condition has not been satisfied at the Expiration Date; • any waiting period under the HSR Act or any timing agreement entered into by Lilly or ImClone with any governmental entity applicable to the transactions contemplated by the Merger Agreement has not expired or terminated at or prior to the Expiration Date; • any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made in connection with the transactions contemplated by the Merger Agreement under applicable antitrust, competition or similar laws (other than the HSR Act), the Offer and the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any of the respective properties, assets, businesses or activities applicable to the transactions contemplated by the Merger Agreement (“Required Governmental Approvals”) shall not have been obtained or made or any waiting period (or extension thereof) shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly at or prior to the Expiration Date; • at the Expiration Date, there shall be pending or threatened in writing any suit, action or proceeding by any governmental entity of competent jurisdiction against Lilly, the Purchaser, ImClone or any of ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser of any Shares pursuant to the Offer or seeking to make illegal, restrain or prohibit the making or consummation of the Offer or the Merger; 49

Conditions of the Offer. Notwithstanding any other provisions of the Offer Offer, but subject to the terms and conditions set forth in the Merger Agreement, and in addition to the (and not in limitation of) Purchaser’s rights and obligations to extend, extend or amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable law, the Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any validly tendered Shares, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, Purchaser shall not be required to accept for payment or pay for, and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any validly tendered Shares that are not properly withdrawn if: • such Shares are not tendered in the Offer such that, assuming consummation of the Offer, Getinge and Purchaser would not satisfy the Minimum Condition has not been satisfied at the Expiration DateCondition; • any waiting period under the HSR Act or any timing agreement entered into by Lilly or ImClone with any governmental entity similar foreign competition laws applicable to the transactions contemplated by the Merger Agreement has does not expired expire or is not terminated prior to the termination or expiration of the Offer at or prior to the any then scheduled Expiration Date; • any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made in connection with the transactions contemplated by the Merger Agreement under applicable antitrust, competition or similar laws (other than the HSR Act), the Offer and the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any of the respective properties, assets, businesses or activities applicable to the transactions contemplated by the Merger Agreement (“Required Governmental Approvals”) shall not have been obtained or made or any waiting period (or extension thereof) shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly at or prior to the Expiration Date; • at the Expiration Date, there shall be pending or threatened in writing any suit, action or proceeding by any governmental entity of competent jurisdiction is pending against LillyGetinge, the Purchaser, ImClone Datascope or any subsidiary of ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger: • Datascope (i) challenging the acquisition by Lilly Purchaser or the Purchaser Getinge of any Shares pursuant to the Offer or seeking to make illegal, restrain or prohibit the making or consummation of the Offer or the Merger, (ii) seeking to impose material limitations on the ability of Purchaser or Getinge, or render Purchaser or Getinge unable, to accept for payment, pay for or 29 Table of Contents purchase any or all of the Shares pursuant to the Offer or the Merger or (iii) which otherwise that would impose a Materially Burdensome Condition; 49• any statute, rule, regulation, judgment, order or injunction is enacted, entered, enforced, promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a government entity to the Offer, the Merger or any other transaction contemplated by the Merger Agreement, or any other action is taken by any Governmental Entity, other than the application to the Offer or the Merger of applicable waiting periods under the HSR Act or similar waiting periods with respect to the any similar foreign competition laws or regulation, that (x) is reasonably likely to result, directly or indirectly, in any of the consequences referred to in the foregoing conditions, or (y) has the effect of making such transactions illegal or which has the effect of prohibiting or otherwise preventing the consummation of any of the transactions contemplated by the Merger Agreement; • any declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or limitation or proposed limitation by any foreign or United States governmental authority or agency has a material adverse effect generally on the extension of credit by banks or other financial institutions; • any representation or warranty of Datascope as to its capitalization, its authority to execute the Merger Agreement, or the enforceability of the Merger Agreement is not true and correct (except for any de minimis inaccuracy with regard to capitalization), and any other representation and warranty of Datascope set forth in the Merger Agreement that is qualified by reference to a Material Adverse Effect is not true and correct as of the date provided in the Merger Agreement or (C) any other representation and warranty of Datascope set forth in the Merger Agreement that is not so qualified shall not be true and correct as of the date set forth in the Merger Agreement), other than in the case of clause (C) for such failures to be true and correct that, individually or in the aggregate, have not had and would reasonably be expected to have a Material Adverse Effect; provided that for purposes of determining the satisfaction of clause (C) of this condition, the representations and warranties of Datascope that are not qualified by reference to a Material Adverse Effect shall be deemed not qualified by any references therein to materiality generally; • any fact(s), change(s), event(s), development(s) or circumstance(s) occur, arise or come into existence or become known to Datascope, Getinge or Purchaser following the date of the Merger Agreement which is continuing and which has had or would have a Material Adverse Effect; • Datascope breaches or fails, in any material respect, to perform or to comply with any agreement or covenant to be performed or complied with by it under the Merger Agreement prior to the expiration of the Offer and such breach or failure shall not have been cured; • Xxxxxxxxx fails to receive a certificate of Datascope, executed by the Chief Executive Officer and the Chief Financial Officer of Datascope, dated as of the scheduled Expiration Date, to the effect that the conditions set forth in two preceding paragraphs have not occurred; or • the Merger Agreement shall have been terminated in accordance with its terms. The foregoing conditions are for the sole benefit of Getinge and Purchaser, may be asserted by Getinge or Purchaser regardless of the circumstances giving rise to such condition, and may be waived by Getinge or Purchaser in whole or in part at any time and from time to time and in the sole discretion of Getinge or Purchaser, subject in each case to the terms of the Merger Agreement. The failure by Getinge or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and, each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Merger Agreement defines a “Material Adverse Effect” as any change, any fact, circumstance, event, change, effect or occurrence that (i) has or would be reasonably likely to have a material adverse effect on the assets, business, results of operations or financial condition of Datascope and its subsidiaries taken as a whole or (ii) that would be reasonably likely to prevent or materially delay or materially impair the ability of Datascope to consummate the Merger or the other transactions contemplated hereby; provided, however, that 30 Table of Contents none of the following shall be deemed either alone or in combination with any of the following to constitute a Material Adverse Effect: • any changes in, or conditions, events or occurrences that result in a change to, the industry in which Datascope operates or conducts its business, the United States economy or capital, financial or securities markets generally, except those changes that are specifically related to, or that have a materially disproportionate effect upon, Datascope and its subsidiaries, taken as a whole, as compared to other similarly situated companies; • any changes resulting from or arising out of actions taken pursuant (and/or required by) the Merger Agreement or at the request of Getinge, or the failure to take any actions due to restrictions set forth in the Merger Agreement; • any changes in the price or trading volume of Datascope’s stock on NASDAQ (but excluding any fact, circumstance, event, change, effect or occurrence that caused or contributed to such change in market price or trading volume); • any adverse effect resulting from any change in GAAP or any applicable United States or foreign, federal, state or local laws, statutes, ordinances, rules, regulations or agency requirements of any governmental entity, or regulatory requirements, in each case, proposed, adopted or enacted after the date hereof, or the interpretation or enforcement thereof; • any changes, developments, events, effects, conditions, occurrences, actions or omissions (including the loss or departure of employees or any termination, reduction, loss, or similar negative development in Datascope’s relationship with its customers, suppliers, vendors or other business partners or employees or any cancellation of or delay in customer orders), in each case resulting from the announcement or pendency of the Merger Agreement, the Offer or the Merger or the proposal thereof; • the failure of Datascope to meet internal or analysts’ expectations or projections (but excluding any fact, circumstance, event, change, effect or occurrence that caused or contributed to such failure to meet internal or analysts’ expectations or projections); and • any legal proceedings made or brought by any of the current or former stockholders of Datascope (on their own behalf or on behalf of Datascope), or otherwise under the DGCL, arising out of or related to the Merger Agreement and any of the transactions contemplated hereby.

Conditions of the Offer. Notwithstanding any other provisions For purposes of the Offer this Section 15, capitalized terms used but not defined in this Section 15 and defined in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) to the Schedule TO and applicable law, is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the other conditions below. The Offer is not subject to any financing condition. Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c14e-l(c) under the Exchange ActAct (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer) (the “Payment Rules”), to pay for any validly Shares tendered Shares, pursuant to the Offer and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the payment for, any validly tendered Shares ifShares, and (subject to the provisions of the Merger Agreement) may terminate the Offer and not accept for payment any tendered Shares: • (i) if the Merger Agreement has been terminated in accordance with its terms; or (ii) at one minute past 11:59 p.m. Eastern Time on any scheduled Expiration Date (as it may be extended or subject to any requirements to extend), if the Minimum Condition has not been satisfied, or any of the following other conditions shall not be satisfied at or (to the Expiration Date; extent permitted by applicable law) waived: • any consent, approval or clearance with respect to, or terminations or expiration of any applicable mandatory waiting period (and any extension thereof, or any timing agreements, understandings or commitments obtained by request or other action of the FTC and/or the DOJ, as applicable) imposed under the HSR Act or any timing agreement entered into by Lilly or ImClone with any governmental entity applicable to the transactions contemplated by the Merger Agreement has not expired or terminated at or prior to the Expiration Date; • any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made in connection with the transactions contemplated by the Merger Agreement under applicable antitrust, competition or similar laws (other than the HSR Act), the Offer and the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any of the respective properties, assets, businesses or activities applicable to the transactions contemplated by the Merger Agreement (“Required Governmental Approvals”) shall not have been obtained obtained, shall have been received or made shall have terminated or any waiting period (or extension thereof) shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly at or prior to expired, as the Expiration Date; • at the Expiration Date, there shall be pending or threatened in writing any suit, action or proceeding by any governmental entity of competent jurisdiction against Lilly, the Purchaser, ImClone or any of ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser of any Shares pursuant to the Offer or seeking to make illegal, restrain or prohibit the making or consummation of the Offer or the Merger; 49case may be;

Conditions of the Offer. Notwithstanding For purposes of this Section 15, capitalized terms used in this Section 15 and not defined in this Section have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provisions provision of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable lawto the contrary, the Purchaser will shall not be required to accept for payment or, or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, ) pay for any validly tendered Sharesfor, and may delay the acceptance for payment of or, or (subject to any applicable such rules and regulations of the SEC, including Rule 14e-l(cregulations) under the Exchange Act, the payment for, any validly tendered Shares if: • Shares, and may amend or terminate the Offer as permitted by the Merger Agreement, if (i) the Minimum Condition has shall not been be satisfied at 12:00 midnight, Eastern Time, at the end of the scheduled Expiration DateDate of the Offer, or (ii) any of the following additional conditions shall not be satisfied or (if permitted) waived at 12:00 midnight, Eastern Time, at the end of the day on the scheduled Expiration Date of the Offer: • no Specified Governmental Authority in respect of (i) any Foreign Competition Law in applicable jurisdictions outside the United States, (ii) the HSR Act, or (iii) any Foreign Direct Investment Law in applicable jurisdictions outside the United States shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no applicable law or regulation shall have been adopted by any such Specified Governmental Authority in respect of (i) any Foreign Competition Law in applicable jurisdictions outside the United States, (ii) the HSR Act, or (iii) any Foreign Direct Investment Law in applicable jurisdictions outside the United States that makes the Offer or consummation of the Merger illegal or otherwise prohibited; • any waiting period under each of the HSR Act or any timing agreement entered representations and warranties contained in Section 5.02(c) and Section 5.18(f) of the Merger Agreement (which relate to, among other things, the election by the Cerner Board to enter into by Lilly or ImClone with any governmental entity applicable to the Merger Agreement and consummate the transactions contemplated by the Merger Agreement has not expired or terminated at or prior pursuant to Section 251(h) of the DGCL and the applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between Cerner and its directors, officers and employees) shall be true in all respects when made and on the Expiration DateDate as if made on and as of such date (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made in connection with each of the transactions contemplated by the Merger Agreement under applicable antitrust, competition or similar laws Specified Company Representations (other than the HSR Act)representations and warranties contained in Section 5.02(c) and Section 5.18(f) of the Merger Agreement) (which relate to, among other things, the Offer due incorporation and valid existence of Cerner, Cerner’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening Cerner’s certificate of incorporation or bylaws, the capitalization of Cerner, finders’ fees, receipt of a fairness opinion from Cerner’s financial advisors, and the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any exemption of the respective properties, assets, businesses or activities applicable to Merger Agreements and the transactions contemplated by the Merger Agreement (“Required Governmental Approvals”thereby from antitakeover statutes) shall not have been obtained or made or any waiting period (or extension thereof) shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly at or prior to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and on the Expiration DateDate as if made on and as of such date (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date); • at the Other Company Representations (i.e., those representations and warranties of Cerner that are not Specified Company Representations), disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and on the Expiration DateDate as if made on and as of such date (other than any Other Company Representations that are made only as of a specified date, there which need only to be true as of such specified date); except that the Other Company Representations as thus modified shall be pending deemed true at any time unless the individual or threatened in writing any suit, action or proceeding by any governmental entity of competent jurisdiction against Lilly, the Purchaser, ImClone or any of ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser of any Shares pursuant to the Offer or seeking to make illegal, restrain or prohibit the making or consummation of the Offer or the Merger; 49aggregate

Conditions of the Offer. Notwithstanding any other provisions of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable law, the Purchaser will is not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, or pay for any validly tendered Shares, Shares in the Offer and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the payment for, any validly tendered Shares if: • the Minimum Condition has shall not have been satisfied at the Expiration Date; • any waiting period under the HSR Act or (and any timing agreement entered into by Lilly or ImClone with any governmental entity extensions thereof) applicable to the transactions contemplated by purchase of Shares pursuant to the Offer and the consummation of the Merger Agreement has not expired or been terminated, and all applicable waiting periods under any other applicable antitrust law shall not have expired or been terminated and all applicable consents or approvals required under any other applicable antitrust law shall not have been obtained; • at any time on or after the date of the Merger Agreement and prior to the Expiration Date; • any consents or approvals of, or notices to or filings with, any of the following shall have occurred and be continuing at the Expiration Date: o a governmental entity authority of competent jurisdiction in the United States of America, Germany or Austria shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order that are required shall be in effect and shall have the effect of making the Offer or the Merger illegal or otherwise prohibiting the consummation of the Offer and the Merger. 62 o the representations and warranties made by Exa in the Merger Agreement relating to be obtained or made in connection with Exa's organization and qualification, subsidiaries, organizational documents, authority to execute and deliver the Merger Agreement and to perform its obligations thereunder and to consummate the transactions as contemplated by the Merger Agreement under applicable antitrustAgreement, competition or similar laws (other than absence of a Company Material Adverse Effect since January 31, 2017 through the HSR Act), the Offer and date of the Merger or any other material consents or approvals ofAgreement, or material notices takeover laws shall fail to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any be true and correct as of the respective properties, assets, businesses or activities applicable Expiration Date (except to the transactions contemplated extent such representation or warranty was expressly made as of a particular date, in which case on and as of such date); o the representations and warranties made by Exa in the Merger Agreement relating to Exa's capitalization shall fail to be true and correct as of the Expiration Date (“Required Governmental Approvals”except to the extent such representation or warranty was expressly made as of a particular date, in which case on and as of such date), except for de minimis deviations; o the remaining representations and warranties made by Exa in the Merger Agreement shall fail to be true and correct (without giving effect to any qualifications as to "materiality" or "Company Material Adverse Effect" set forth therein) as of the Expiration Date (except to the extent such representation or warranty was expressly made as of a particular date, in which case on and as of such date), except where the failure of such representation or warranty of Exa to be so true and correct, individually or in the aggregate, shall not have, and would not reasonably be expected to result in, a Company Material Adverse Effect; o Exa shall have been obtained breached or made failed to perform, in any material respect, any obligation, agreement or any waiting period (covenant of Exa to be performed or extension thereof) complied with by it under the Merger Agreement; o there shall not have lapsed occurred since the date of the Merger Agreement a Company Material Adverse Effect; o Parent and Purchaser shall have failed to receive a certificate executed by Xxx's Chief Executive Officer or been made either unconditionally or President on terms reasonably satisfactory to Lilly at or prior to the Expiration Date; • at behalf of Exa, dated as of the Expiration Date, there shall be pending or threatened in writing any suit, action or proceeding by any governmental entity of competent jurisdiction against Lilly, the Purchaser, ImClone or any of ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser of any Shares pursuant to the Offer effect that the conditions set forth in the second through sixth bullet points above shall have been satisfied; or seeking to make illegal, restrain o the Merger Agreement shall have been terminated in accordance with its terms. The foregoing conditions are for the sole benefit of Parent and Purchaser and may be asserted by Parent or prohibit the making or consummation Purchaser regardless of the Offer circumstances giving rise to such conditions and may be waived in writing, as permitted by applicable law, by Parent or Purchaser (except for the Merger; 49Minimum Condition) in whole or in part at any time and from time to time in their sole discretion, in each case subject to the terms of the Merger Agreement.

Conditions of the Offer. Notwithstanding For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provisions provision of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable lawto the contrary, the Purchaser will shall not be required to accept for payment or, or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, ) pay for any validly tendered Sharesfor, and may delay the acceptance for payment of or, or (subject to any applicable such rules and regulations of the SEC, including Rule 14e-l(cregulations) under the Exchange Act, the payment for, any validly tendered Shares if: • Shares, and may amend or terminate the Offer as permitted by the Merger Agreement, if the Minimum Condition has or any of the following additional conditions shall not be satisfied or waived at 12:00 midnight, Eastern Time, on the scheduled Expiration Date of the Offer: • no Governmental Authority having jurisdiction over any party to the Merger Agreement shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been satisfied at adopted that makes the Expiration DateOffer or consummation of the Merger illegal or otherwise prohibited; • any waiting period under each of the HSR Act or any timing agreement entered representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to, among other things, the proper authorization and approval by the Company Board to enter into by Lilly or ImClone with any governmental entity applicable to the Merger Agreement and consummate the transactions contemplated by the Merger Agreement has not expired or terminated at or pursuant to Section 251(h) of the DGCL) shall be true in all respects when made and as of immediately prior to the Expiration DateAcceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made in connection with each of the transactions contemplated by the Merger Agreement under applicable antitrust, competition or similar laws Specified Company Representations (other than the HSR Act)representations and warranties contained in Section 5.02(c) of the Merger Agreement) which relate to, among other things, the Offer due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any exemption of the respective properties, assets, businesses or activities applicable to Merger Agreements and the transactions contemplated by thereby from antitakeover statutes, to the Merger Agreement (extent not qualified as to materiality or “Required Governmental Approvals”) Company Material Adverse Effect,” shall not have been obtained or be true in all material respects, and to the extent so qualified shall be true in all respects, when made or any waiting period (or extension thereof) shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly at or and as of immediately prior to the Expiration Date; • Acceptance Time as if made at the Expiration Dateand as of such time (other than any Specified Company Representation that is made only as of a specified date, there shall which need only be pending or threatened in writing any suittrue, action or proceeding by any governmental entity of competent jurisdiction against Lilly, the Purchaser, ImClone or any of ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser of any Shares pursuant to the Offer extent not qualified as to materiality or seeking “Company Material Adverse Effect,” in all material respects, and to make illegalthe extent so qualified, restrain or prohibit the making or consummation in all respects, in each case as of the Offer or the Merger; 49such specified date);

Conditions of the Offer. Notwithstanding For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provisions provision of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable lawto the contrary, the Purchaser will shall not be required to accept for payment or, or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, ) pay for any validly tendered Sharesfor, and may delay the acceptance for payment of or, or (subject to any applicable such rules and regulations of the SEC, including Rule 14e-l(cregulations) under the Exchange Act, the payment for, any validly tendered Shares if: • Shares, and may terminate the Offer at any scheduled Expiration Date or amend or terminate the Offer as permitted by the Merger Agreement, if the Minimum Condition has or any of the following additional conditions shall not be satisfied or waived at 12:00 midnight, Eastern Time, on the scheduled Expiration Date of the Offer: • no Governmental Authority having jurisdiction over any party to the Merger Agreement shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been satisfied at adopted that makes the Expiration DateOffer or consummation of the Merger illegal or otherwise prohibited; • each of the representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to, among other things, the proper authorization and approval by the Company Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCL) shall be true in all respects when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • each of the Specified Company Representations (other than the representations and warranties contained in Section 5.02(c) of the Merger Agreement) which relate to, among other things, the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, the Company’s major customers and suppliers, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreement and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date); • the Other Company Representations (i.e., those representations and warranties of the Company that are not contained in Section 5.02(c) of the Merger Agreement and that are not Specified Company Representations), disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); except that the Other Company Representations as thus modified shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true would have or reasonably be expected to have a Company Material Adverse Effect; Table of Contents • Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company regarding the accuracy of the representations and warranties of the Company to the above-specified standards, as applicable; • the Company shall have delivered to Parent a certificate of the Company executed by the Secretary of the Company, dated as of the Acceptance Time, certifying: (i) the approval of the Company Board of the Merger Agreement and the transactions contemplated thereby, (ii) the certificate of incorporation and bylaws (or similar governing documents) of the Company and each of its Subsidiaries, (iii) the name, title, incumbency and signatures of the officers authorized to execute the Merger Agreement and the other agreements contemplated thereby to which the Company is a party, and (iv) any and all Company Board, committee and stockholder resolutions, consents or other actions taken by the Company Board, any committee of the Company Board or the stockholders between the date of the Merger Agreement and the Acceptance Time; • the Company shall have performed in all material respects its obligations under the Merger Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company to the foregoing effect; • there shall not be instituted, pending or overtly threatened any Proceeding (which is defined to include any suit, claim, action, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel) initiated by any Governmental Authority: • challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the Offer, the acceptance for payment by Purchaser of the Shares tendered pursuant to the Offer or the consummation of the Merger or seeking to obtain material damages in connection therewith; • seeking to restrain or prohibit Parent’s ownership or operation (or that of its Affiliates) of all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole; • seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of Shares or any shares of common stock of the Surviving Corporation, including the right to vote such shares on all matters properly presented to the Company’s stockholders; or • seeking in connection with the Offer, the Merger and the other transactions contemplated by the Merger Agreement to require divestiture by Parent, Purchaser or any of Parent’s other Affiliates of any Equity Interests (which are defined to include any share, capital stock, partnership, member or similar interest in any entity, and any option, warrant, right or security convertible, exchangeable or exercisable therefor); • there shall not be in effect any Order that is reasonably likely to result, directly or indirectly, in any of the effects referred to above in the sub-bullet points included in the immediately preceding bullet point; • the applicable waiting period (and any extension thereof, subject to Section 7.09(d) of the Merger Agreement (which, among other things, provides that neither Parent nor the Company will commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or any timing agreement entered into by Lilly or ImClone with any governmental entity applicable Foreign Competition Laws without the prior written consent of the other)) applicable to the transactions contemplated by Offer or the Merger Agreement has not under the HSR Act or any Foreign Competition Law shall have expired or terminated at or prior to been terminated, and any affirmative approval of a Governmental Authority required under any Foreign Competition Law shall have been obtained (the Expiration Datecondition described in this bullet point, the “Antitrust Condition”); • any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made the Company shall have complied in connection with the transactions contemplated by the Merger Agreement all respects its obligations under applicable antitrust, competition or similar laws (other than the HSR Act), the Offer and the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any Section 7.01(h) of the respective properties, assets, businesses or activities applicable to the transactions contemplated by the Merger Agreement (which provides that the Company shall not take various actions related to, among other things, the hiring, Table of Contents termination, or modification of the terms of employment or engagement (including compensation) of employees, consultants, contractors and advisors); • there has not been any fact, event, change, development or set of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; • no Triggering Event (the definition of which is summarized above in Section 11 – “Required Governmental ApprovalsThe Merger Agreement; Other Agreements – The Merger”) shall have occurred; and • the Merger Agreement shall not have been obtained or made or any waiting period terminated in accordance with its terms. The foregoing conditions are for the sole benefit of Parent and Purchaser and (or extension thereofexcept for the Minimum Condition) shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly at or prior to the Expiration Date; • at the Expiration Date, there shall may be pending or threatened in writing any suit, action or proceeding waived by any governmental entity of competent jurisdiction against Lilly, the Parent and Purchaser, ImClone in whole or in part at any time and from time to time, in the sole discretion of ImClone’s subsidiaries or otherwise Parent and Purchaser. However, if an event occurs that will result in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser a failure of any Shares pursuant a condition to the Offer to be satisfied as of the scheduled expiration of the Offer, Purchaser will disclose whether or seeking to make illegal, restrain or prohibit not it is waiving that condition promptly after learning of such event unless the making or consummation condition is one where satisfaction of the condition may be determined only upon expiration of the Offer or Purchaser is unable to determine whether the Merger; 49event will result in a failure of the condition to be satisfied.

Conditions of the Offer. ​ The Offer is not subject to any financing condition. Notwithstanding any other provisions of the Offer and in addition but subject to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions terms of the Merger Agreement and applicable lawAgreement, the Purchaser will is not be required to accept for payment purchase or, subject to any applicable rules and regulations of the SEC, SEC (including Rule 14e-1(c) under the Exchange Act), pay for any Shares validly tendered Shares(and not validly withdrawn) in the Offer, and may delay unless, immediately prior to the acceptance for payment of or, subject to any then-scheduled applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the payment for, any validly tendered Shares ifOffer Expiration Time: • the Minimum Tender Condition has not been satisfied at satisfied; ​ • the Antitrust Approvals Condition has been satisfied; ​ • no governmental authority of competent jurisdiction has enacted, issued, promulgated, or entered any order or applicable law that would make the Offer or the Merger illegal or otherwise prevent the consummation thereof; ​ • The representations and warranties of the Company (i) set forth in Section 3.12(b) of the Merger Agreement (absence of material adverse effect) shall be true and correct in all respects as of the Offer Expiration Date; • any waiting period under Time with the HSR Act or any timing agreement entered into by Lilly or ImClone same effect as though made as of the Offer Expiration Time, (ii) set forth in the first three sentences of Section 3.8(a) of the Merger Agreement (the Company’s authorized, issued and outstanding equity securities) shall be true and correct in all respects (except for what is de minimis in nature) as of the Offer Expiration Time with any governmental entity applicable the same effect as though made as of the Offer Expiration Time (except to the transactions contemplated extent expressly made as of an earlier date, in which case as of such earlier date), (iii) set forth in Section 3.1 (organization and power), Section 3.3 (corporate authorization), Section 3.4 (enforceability), the last sentence of Section 3.8(a) (treatment of Company equity awards), Section 3.8(b) (due authorization of the Shares), Section 3.8(c) (no further issuance of equity securities), Section 3.8(e) (no outstanding obligations relating to equity securities) and Section 3.8(f) (no voting trusts) (solely as such representations relate to the Company), Section 3.27 (opinion of financial advisor) and Section 3.28 (no broker’s fees) of the Merger Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) in all material respects as of the Offer Expiration Time with the same effect as though made as of the Offer Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (iv) set forth in the Merger Agreement, other than those Sections specifically identified in clauses (i), (ii) and (iii) of this paragraph, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the Offer Expiration Time with the same effect as though made as of the Offer Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iv), where the failure to be true and correct would not reasonably be expected to have a Company Material Adverse Effect (the “Company Representation Condition”); ​ • the Company has performed or complied with, in all material respects, its obligations, agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior ​ TABLE OF CONTENTS​ to the Offer Expiration Time and any such failure to comply has not expired been cured by the Offer Expiration Time (the “Obligations Condition”); • since April 7, 2022, there has not been any fact, change, event, development, occurrence or terminated at effect that has had, or would reasonably be expected to have, a Company Material Adverse Effect that is continuing (the “Material Adverse Effect Condition”); ​ • the Company shall have delivered to Parent a certificate, signed by an executive officer of the Company, certifying that the Company Representation Condition, the Obligation Condition and the Material Adverse Effect Condition have been satisfied; ​ • the Termination Condition has been satisfied; and ​ • the Inside Date Condition has been satisfied. ​ For purposes of determining whether the Minimum Tender Condition has been satisfied, Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not been “received” ​(as such terms are defined by Section 251(h) of the DGCL) prior to the Offer Expiration Time are excluded. The conditions to the Offer must be satisfied or waived (to the extent waiver is permitted under applicable law) on or prior to the Offer Expiration Date; • any consents or approvals Time. The conditions described above are in addition to, and not a limitation of, the rights and obligations of Parent and Purchaser to extend, terminate or notices modify the Offer pursuant to the terms of the Merger Agreement. The conditions described above are for the sole benefit of Parent and Purchaser and may be waived by Parent and Purchaser in whole or filings within part, at any governmental entity time and from time to time in their sole discretion, except that Parent and Purchaser are required not permitted to be obtained waive the Minimum Tender Condition or made the Termination Condition, except, in connection the case of the Minimum Tender Condition, with the transactions contemplated prior written consent of the Company. The failure by the Merger Agreement under applicable antitrust, competition Parent or similar laws (other than the HSR Act), the Offer and the Merger or Purchaser at any other material consents or approvals of, or material notices time to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or exercise any of the respective propertiesforegoing rights will not be deemed a waiver of any such right, assets, businesses or activities applicable the waiver of any such right with respect to the transactions contemplated by the Merger Agreement (“Required Governmental Approvals”) particular facts and circumstances shall not have been obtained or made or be deemed a waiver with respect to any waiting period (or extension thereof) shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory other facts and circumstances and each such right will be deemed an ongoing right that may be asserted at any time and from time to Lilly at or prior to the Expiration Date; • at the Expiration Date, there shall be pending or threatened in writing any suit, action or proceeding by any governmental entity of competent jurisdiction against Lilly, the Purchaser, ImClone or any of ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser of any Shares pursuant to the Offer or seeking to make illegal, restrain or prohibit the making or consummation of the Offer or the Merger; 49time.

Conditions of the Offer. Notwithstanding any other provisions For purposes of the Offer this Section 15, capitalized terms used in this Section 15 and defined in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and applicable law, is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Tender Condition and the conditions below. Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c14e-l(c) under the Exchange ActAct (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer) (the “Payment Rules”), to pay for any validly Shares tendered Shares, pursuant to the Offer and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the payment for, any validly tendered Shares ifShares, and (subject to the provisions of the Merger Agreement) may terminate the Offer and not accept for payment any tendered Shares: • (i) if the Merger Agreement has been terminated in accordance with Article 8 thereof; or (ii) at any scheduled Expiration Date, if the Minimum Tender Condition has not been satisfied at the Expiration Date; • satisfied, any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act or any timing agreement entered into by Lilly or ImClone with any governmental entity applicable to the transactions contemplated by the Merger Agreement has shall Table of Contents not have expired or been terminated at or prior to (the Expiration Date; • any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made in connection with the transactions contemplated by the Merger Agreement under applicable antitrust, competition or similar laws (other than the HSR Act), the Offer and the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries “Antitrust Condition”) or any of the respective properties, assets, businesses or activities applicable to the transactions contemplated by the Merger Agreement (“Required Governmental Approvals”) following additional conditions shall not have been obtained be satisfied or made or any waiting period (or extension thereof) shall not have lapsed or been made either unconditionally or waived by one minute after 11:59 p.m., New York City time, on terms reasonably satisfactory to Lilly at or prior to the Expiration Date; : • at the Expiration Date, there shall not be pending or threatened in writing any suit, action or proceeding Action by any governmental entity Governmental Authority of competent jurisdiction against Lillythat seeks, the Purchaserdirectly or indirectly, ImClone or any of ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser of any Shares pursuant to the Offer or seeking to make illegal, prohibit, materially delay or otherwise restrain or prohibit the making or of the Offer, the consummation of the Offer or the MergerMerger or the performance of the Merger Agreement; 49• no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Judgment (preliminary or permanent) or Law that has resulted in, or is reasonably likely to result in any of the consequences referred to in the bullet point above; • each of CoLucid’s representations and warranties set forth in Section 3.1(a), Section 3.3(a), Section 3.3(d), Section 3.3(e), Section 3.3(f) and the first sentence of Section 3.6 of the Merger Agreement (which relate to corporate organization, corporate power and authority to enter into the Merger Agreement and consummate the transactions contemplated thereby, the approval of the CoLucid Special Committee and the CoLucid Board to enter into the Merger Agreement and consummate the transactions contemplated thereby, the absence of a shareholder rights plan, the proper authorization of the CoLucid Board to exempt the Offer and the Merger from the restrictions under any takeover law and the absence of a Company Material Adverse Effect since December 31, 2015) shall be true and correct in all respects as of the date of the Merger Agreement and at and as of the Acceptance Time (except to the extent any such representation or warranty is made as of a specific date, in which case as of such date); • the representations and warranties set forth in Section 3.2 of the Merger Agreement (which relate to capitalization) shall be true and correct in all respects as of the date of the Merger Agreement and at and as of the Acceptance Time (except to the extent any such representation or warranty is made as of a specific date, in which case as of such date), except for any failures to be so true and correct that are de minimis; • the representations and warranties set forth in the Merger Agreement (other than those representations and warranties set forth in Section 3.1(a), Section 3.2, Section 3.3(a), Section 3.3(d), Section 3.3(e), Section 3.3(f) and the first sentence of Section 3.6 of the Merger Agreement, which are described above) shall be true and correct in all respects as of the date of the Merger Agreement and at and as of the Acceptance Time (except to the extent any such representation or warranty is made as of a specific date, in which case as of such date), except where the failure of any of such representations or warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; • CoLucid shall have complied with or performed in all material respects the covenants and obligations required to be complied with or performed by it under the Merger Agreement at or prior to the Acceptance Time; • Lilly and Xxxxxxxxx shall have received a certificate executed by CoLucid’s Chief Executive Officer or Chief Financial Officer confirming on behalf of CoLucid that the conditions set forth in clauses (e) and (f) of Annex A to the Merger Agreement shall have been duly satisfied; • the Merger Agreement shall not have been validly terminated in accordance with its terms; and • there shall not have occurred any Company Material Adverse Effect. The foregoing conditions are for the sole benefit of Lilly and Purchaser and (except for the Minimum Tender Condition) may be waived by Xxxxx and Purchaser, in whole or in part at any time from time to time, in the sole discretion of Xxxxx and Purchaser. The failure by Xxxxx, Purchaser or any other affiliate of Lilly at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect to Table of Contents particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances and each such right will be deemed an ongoing right that may be asserted at any time and from time to time.

Conditions of the Offer. Notwithstanding For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provisions provision of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions Table of Contents the Merger Agreement and applicable lawto the contrary, the Purchaser will shall not be required to accept for payment or, or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, ) pay for any validly tendered Sharesfor, and may delay the acceptance for payment of or, or (subject to any applicable such rules and regulations of the SEC, including Rule 14e-l(cregulations) under the Exchange Act, the payment for, any validly tendered Shares if: • Shares, and may amend or terminate the Offer as permitted by the Merger Agreement, if the Minimum Condition has or any of the following additional conditions shall not been be satisfied or waived by 12:00 midnight, Eastern Time, at the end of the scheduled Expiration DateDate of the Offer: • no Governmental Authority having jurisdiction over any party to the Merger Agreement shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or consummation of the Merger illegal or otherwise prohibited; • each of the representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to the Company’s authority to enter into the Merger Agreement under Maryland Law) shall be true in all respects when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • each of the Specified Company Representations (other than the representations and warranties contained in Section 5.02(c) of the Merger Agreement) which relate to, among other things, the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the Company’s article of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date; • the Other Company Representations (i.e., those representations and warranties of the Company that are not contained in Section 5.02(c) of the Merger Agreement and that are not Specified Company Representations), disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); except that the Other Company Representations as thus modified shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true would have or reasonably be expected to have a Company Material Adverse Effect; • Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company regarding the accuracy of the representations and warranties of the Company to the above-specified standards, as applicable; • the Company shall have delivered to Parent a certificate of the Company executed by the Secretary of the Company, dated as of the Acceptance Time, certifying: (i) the approval of the Company Board of Table of Contents the Merger Agreement and the transactions contemplated thereby, (ii) the articles of incorporation and bylaws (or similar governing documents) of the Company and each of its Subsidiaries, (iii) the name, title, incumbency and signatures of the officers authorized to execute the Merger Agreement and the other agreements contemplated thereby to which the Company is a party, and (iv) any and all Company Board, committee and stockholder resolutions, consents or other actions taken by the Company Board, any committee of the Company Board or the stockholders between the date of the Merger Agreement and the Acceptance Time; • the Company shall have performed in all material respects its obligations under the Merger Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company to the foregoing effect; • there shall not be instituted, pending or overtly threatened any Proceeding (which is defined to include any suit, claim, action, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel) initiated by any Governmental Authority: • challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the Offer, the acceptance for payment by Purchaser of the Shares tendered pursuant to the Offer or the consummation of the Merger or seeking to obtain material damages in connection therewith; • seeking to restrain or prohibit Parent’s ownership or operation (or that of its Affiliates) of all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole; • seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of the Shares or any shares of common stock of the Surviving Corporation, including the right to vote such shares on all matters properly presented to the Company’s stockholders; or • seeking in connection with the Offer, the Merger and the other transactions contemplated hereby to require divestiture by Parent, Purchaser or any of Parent’s other Affiliates of any Equity Interests (which are defined to include any share, capital stock, partnership, member or similar interest in any entity, and any option, warrant, right or security convertible, exchangeable or exercisable therefor); • there shall not be in effect any Order that is reasonably likely to result, directly or indirectly, in any of the effects referred to above in the sub-bullet points included in the immediately preceding bullet point; • the applicable waiting period (and any extension thereof, subject to Section 7.10(d) of the Merger Agreement (which, among other things, provides that neither Parent nor the Company will commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or any timing agreement entered into by Lilly or ImClone with any governmental entity applicable Foreign Competition Laws without the prior written consent of the other)) applicable to the transactions contemplated by Merger or the Merger Agreement has not Offer under the HSR Act or any Foreign Competition Law shall have expired or terminated at been terminated, and any affirmative approval, consent, authorization or prior to waiver of any Governmental Authority required under any Foreign Competition Law shall have been obtained (the Expiration Datecondition described in this bullet point, the “Antitrust Condition”); • any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made the Company shall have complied in connection with the transactions contemplated by the Merger Agreement all respects its obligations under applicable antitrust, competition or similar laws (other than the HSR Act), the Offer and the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any Section 7.01(h) of the respective properties, assets, businesses or activities applicable to the transactions contemplated by the Merger Agreement (which provides that the Company shall not take various actions related to, among other things, the hiring, termination, or modification of the terms of employment or engagement (including compensation) of employees, consultants, contractors and advisors); Table of Contents • there has not been any fact, event, change, development or set of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; • no Triggering Event (the definition of which is summarized above in Section 11 – “Required Governmental ApprovalsThe Merger Agreement; Other Agreements – The Merger”) shall have occurred; and • the Merger Agreement shall not have been obtained or made or any waiting period terminated in accordance with its terms. The foregoing conditions are for the sole benefit of Parent and Purchaser and (or extension thereofexcept for the Minimum Condition) shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly at or prior to the Expiration Date; • at the Expiration Date, there shall may be pending or threatened in writing any suit, action or proceeding waived by any governmental entity of competent jurisdiction against Lilly, the Parent and Purchaser, ImClone in whole or in part at any time and from time to time, in the sole discretion of ImClone’s subsidiaries or otherwise Parent and Purchaser. However, if an event occurs that will result in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser a failure of any Shares pursuant a condition to the Offer to be satisfied as of the scheduled expiration of the Offer, Purchaser will disclose whether or seeking to make illegal, restrain or prohibit not it is waiving that condition promptly after learning of such event unless the making or consummation condition is one where satisfaction of the condition may be determined only upon expiration of the Offer or Purchaser is unable to determine whether the Merger; 49event will result in a failure of the condition to be satisfied.

Conditions of the Offer. Notwithstanding The obligation of Merger Sub to (and of Parent to cause Merger Sub to) accept for payment, and pay for, any and all Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject to the terms and conditions of this Agreement, including the satisfaction (or to the extent waivable, the waiver by Parent or Merger Sub in their sole discretion) of the conditions set forth in Annex I (as they may be amended from time to time in accordance with this Agreement, collectively, the “Offer Conditions”) and not to any other provisions conditions. Merger Sub expressly reserves the right, at any time, to (i) increase the Offer Price, (ii) waive any Offer Condition or (iii) make any other changes to the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that without the prior written consent of the Company: (A) the Minimum Condition may not be amended or waived, (B) Merger Sub shall not decrease the Offer Price and (C) no change may be made to the Offer that (1) changes the form of consideration to be delivered by Merger Sub pursuant to the Offer, (2) reduces the number of Class A Shares to be purchased in the Offer to less than that required to satisfy the Minimum Condition, (3) imposes conditions or requirements to the Offer in addition to the Purchaser’s rights to extendOffer Conditions, amend (4) except as provided in this Section 1.1, terminates the Offer or terminate accelerates, extends or otherwise changes the Expiration Date of the Offer, (5) otherwise amends or modifies any of the other terms of the Offer in accordance with a manner that adversely affects any holder of Class A Shares or that would, individually or in the provisions of the Merger Agreement and applicable lawaggregate, the Purchaser will not reasonably be required expected to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any validly tendered Shares, and may prevent or materially delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the payment for, any validly tendered Shares if: • the Minimum Condition has not been satisfied at the Expiration Date; • any waiting period under the HSR Act or any timing agreement entered into by Lilly or ImClone with any governmental entity applicable to the transactions contemplated by the Merger Agreement has not expired or terminated at or prior to the Expiration Date; • any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made in connection with the transactions contemplated by the Merger Agreement under applicable antitrust, competition or similar laws (other than the HSR Act), the Offer and the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any of the respective properties, assets, businesses or activities applicable to the transactions contemplated by the Merger Agreement (“Required Governmental Approvals”) shall not have been obtained or made or any waiting period (or extension thereof) shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly at or prior to the Expiration Date; • at the Expiration Date, there shall be pending or threatened in writing any suit, action or proceeding by any governmental entity of competent jurisdiction against Lilly, the Purchaser, ImClone or any of ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser of any Shares pursuant to the Offer or seeking to make illegal, restrain or prohibit the making or consummation of the Offer or prevent, materially delay or materially impair the Merger; 49ability of Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions, or (6) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled or extended Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Article VIII.

Conditions of the Offer. Notwithstanding any other provisions For purposes of the Offer this Section 15, capitalized terms used in this Section 15 and defined in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and applicable law, is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any validly tendered Shares, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the payment for, any validly Act (relating to Purchaser's obligation to pay for or return tendered Shares if: • promptly after the termination or withdrawal of the Offer) (the "Payment Rules"), to pay for any Shares tendered pursuant to the Offer and may terminate or amend the Offer, in accordance with and subject to the terms of the Merger Agreement, unless, at the then effective Expiration Date (i) the Minimum Condition has not been satisfied at the Expiration Date; • any and (ii) all waiting period periods (including all extensions thereof) under the HSR Act applicable to the purchase of Shares pursuant to the Offer will have expired or been terminated (the "Antitrust Condition"). Furthermore, notwithstanding any other term of the Offer or the Merger Agreement, Purchaser will not be required to accept for payment or, subject to the Payment Rules, to pay for any Shares not theretofore accepted for payment or paid for, and may terminate or amend the Offer, in accordance with and subject to the terms of the Merger Agreement if, at the then effective Expiration Date, any of the following conditions exists: • any Judgment issued by a court of competent jurisdiction or by a governmental authority, or any timing agreement entered into law or regulation or other legal restraint or prohibition, will be in effect that would make the Offer or the Merger illegal or otherwise prevent the consummation thereof; • since the date of the Merger Agreement, there shall have occurred any Company Material Adverse Effect that is continuing, or there shall have occurred any Effect that would reasonably be expected to result in a Company Material Adverse Effect; • the representations and warranties of TubeMogul set forth in Section 3.2(a), Section 3.2(b) (the first sentence only) and Section 3.2(c) of the Merger Agreement (the "Capitalization Representations") (which relate to, among other things, the outstanding capitalization of TubeMogul) (x) will not have been true and correct as of the date of the Merger Agreement or will not be true and correct as of the Expiration Date as if made on and as of the Expiration Date (except, in each case, for representations and warranties that relate to a specific date which failure to be true and correct would be as of such specific date), and (y) the failure to be so true and correct, individually or in the aggregate with all other failures of the Capitalization Representations to be so true and correct, has resulted in or would reasonably be expected to result in additional cost, expense or liability to TubeMogul, Adobe and their affiliates of more than $5,000,000 in the aggregate; • the representations and warranties of TubeMogul set forth in clause "(y)" of the last sentence of Section 3.3(b), Section 3.3(f) and Section 3.6(a) of the Merger Agreement (the "Specified Representations") (which relate to, among other things, the proper authorization by Lilly or ImClone with any governmental entity applicable the TubeMogul Board to exempt the transactions contemplated by the Merger Agreement has not expired or terminated at or prior from the restrictions in Section 203 of the DGCL, the applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between TubeMogul and its directors, officers and employees, and the absence of a Company Material Adverse Effect since June 30, 2016 and the date of the Merger Agreement) will not have been true and correct as of the date of the Merger Agreement or will not be true and correct as of the Expiration DateDate as if made on and as of the Expiration Date (except, in each case, for representations and warranties that relate to a specific date which failure to be true and correct would be as of such specific date); • any consents or approvals ofthe representations and warranties of TubeMogul set forth in Section 3.1, or notices Section 3.2(d), Section 3.3(a), Section 3.3(b) (other than clause "(y)" of the last sentence thereof), Section 3.3(e), Section 3.9 and Section 3.21 of the Merger Agreement (collectively, the "Fundamental Representations") (which relate to, among other things, corporate organization, no shareholder rights plan, TubeMogul's corporate power and authority to or filings withenter into the Merger Agreement, any governmental entity that are required the proper authorization and approval by the TubeMogul Board to be obtained or made in connection with enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement under applicable antitrustpursuant to Section 251(h) of the DGCL, competition no vote of the TubeMogul stockholders is necessary to consummate the Merger, TubeMogul's employee benefit plans and broker's or similar laws finder's fees) will not have been true and correct in all material respect as of the date of the Merger Agreement or will not be true and correct in all material respects as of the Expiration Date as if made on and as of the Expiration Date, except for representations and warranties in the Fundamental Representations that address matters on as of a specific date or time (other than the HSR Actwhich failure to be true and correct would be as of such date or time), in each case, determined without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" limiting the Offer scope of such representations and warranties; • the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any representations and warranties of the respective properties, assets, businesses or activities applicable to the transactions contemplated by TubeMogul set forth in the Merger Agreement (“Required Governmental Approvals”other than a Capitalization Representation, a Specified Representation or a Fundamental Representation) shall will not have been obtained true and correct as of the date of the Merger Agreement or made or any waiting period (or extension thereof) shall will not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly at or prior to be true and correct as of the Expiration Date; • at Date as if made on and as of the Expiration Date, there except for such representations and warranties that address matters only as of a specific date or time (which failure to be true and correct would be as of such date or time), in each case determined without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" limiting the scope of such representations and warranties and disregarding such failures to be true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect; • TubeMogul shall have failed to perform in any material respect any obligation, or failed to comply in any material respect with any agreement or covenant, of TubeMogul to be pending performed or threatened complied with by it under the Merger Agreement prior to such time; • Adobe and Purchaser shall have not received a certificate executed by TubeMogul's Chief Executive Officer confirming on behalf of TubeMogul that the conditions set forth in writing clauses (b), (c) and (d) of Exhibit B of the Merger Agreement (which relate to, among other things, no Company Material Adverse Effect, accuracy of TubeMogul's representations and warranties and compliance with TubeMogul's covenants) have been duly satisfied; or • the Merger Agreement shall have been terminated in accordance with its terms; which, in the sole and reasonable judgment of Purchaser or Adobe, in any suitsuch case, action makes it inadvisable to proceed with such acceptance for payment or proceeding payment. The foregoing conditions are for the sole benefit of Adobe and Purchaser and (except for the Minimum Condition) may be waived by Adobe and Purchaser, in whole or in part at any governmental entity time from time to time, in the sole discretion of competent jurisdiction against LillyAdobe and Purchaser. The failure by Adobe, Purchaser or any other affiliate of Adobe at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the Purchaser, ImClone or any of ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser waiver of any Shares pursuant such right with respect to the Offer or seeking particular facts and circumstances will not be deemed a waiver with respect to make illegal, restrain or prohibit the making or consummation of the Offer or the Merger; 49any other facts and circumstances and each such right will be deemed an ongoing right that may be asserted at any time and from time to time.

Conditions of the Offer. Notwithstanding any other provisions of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable lawLaw, the Purchaser will shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, SEC including Rule 14e-1(c) promulgated under the Exchange Act, pay for any validly tendered Shares, Shares and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Actrestrictions referred to above, the payment for, any validly tendered Shares if: • Shares, if (a) the Minimum Condition has shall not have been satisfied at the Expiration Date; • any waiting period under , (b) the HSR Act or any timing agreement entered into by Lilly or ImClone with any governmental entity applicable to the transactions contemplated by the Merger Agreement has Condition shall not expired or terminated have been satisfied at or prior to the Expiration Date; • , (c) any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made in connection with the transactions contemplated by the Merger Agreement under applicable antitrust, competition or similar laws (other than the HSR Act), the Offer and the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any of the respective properties, assets, businesses or activities applicable to the transactions contemplated by the Merger Agreement (“Other Required Governmental Approvals”) Approvals shall not have been obtained or made or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly at or prior to the Expiration Date; • Date or (d) any of the following events, conditions, state of facts or developments exists or has occurred and is continuing at the Expiration Date, : • there shall be pending or threatened in writing any suit, action or proceeding by any U.S. governmental entity of competent jurisdiction or any Specified Governmental Entity (A) against LillyParent, the Purchaser, ImClone the Company or any subsidiary of ImClone’s subsidiaries the Company or (B) otherwise in connection with the Offer or the Merger, in either case: • challenging the acquisition by Lilly Parent or the Purchaser of any Shares pursuant to the Offer or seeking to make illegal, restrain or prohibit the making or consummation of the Offer or the Merger; 49• seeking to prohibit or impose material limitations on the ability of Parent or the Purchaser, or otherwise to render Parent or the Purchaser unable, to accept for payment, pay for or purchase any or all of the Shares pursuant to the Offer or the Merger, or seeking to require divestiture of any or all of the Shares to be purchased pursuant to the Offer or in the Merger;

Conditions of the Offer. For the purposes of this Section 15, capitalized terms used but not defined herein will have the meanings set forth in the Merger Agreement. Notwithstanding any other provisions provision of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable lawAgreement, neither Intersil or the Purchaser will not shall be required to accept for payment or, subject to any the applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange ActAct (relating to the Purchaser’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for any validly tendered Sharesfor, and may (subject to any such rules or regulations) may, to the extent expressly permitted by the Merger Agreement, delay the acceptance for payment of orfor, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, or the payment for, any Shares validly tendered Shares if: • the Minimum Condition has not been satisfied at the Expiration Date; • any waiting period under the HSR Act or any timing agreement entered into by Lilly or ImClone with any governmental entity applicable pursuant to the transactions contemplated Offer and not properly withdrawn, and, to the extent permitted by the Merger Agreement has Agreement, may amend or terminate the Offer if (a) there shall not expired or terminated at have been validly tendered and not properly withdrawn on or prior to the Expiration Date; • Date that number of Shares which, taken together with the number of Shares, if any, beneficially owned by Intersil and its direct and indirect wholly-owned subsidiaries, constitutes at least a majority of the then outstanding Shares after taking into account all outstanding Shares and assuming the exercise, conversion or exchange of all Company Options, warrants, convertible or exchangeable securities and similar rights of the Company and the issuance of all Shares that the Company is obligated to issue thereunder (but excluding any consents or approvals of, or notices to or filings with, any governmental entity Shares underlying Company Options that are required to be obtained not vested and exercisable and will not become vested and exercisable on or made in connection with before July 20, 2010) (the transactions contemplated by the Merger Agreement under applicable antitrust, competition or similar laws “Minimum Condition”); (other than the HSR Act), the Offer b) any waiting periods (and the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any of the respective properties, assets, businesses or activities extensions thereof) applicable to the transactions contemplated by Offer or the Merger Agreement under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Required Governmental ApprovalsHSR Act”) shall not have expired or been obtained earlier terminated and any other applicable, agreed upon governmental authorization under antitrust, competition or made or any waiting period (or extension thereof) merger control laws, shall not have lapsed been granted or the relevant waiting period shall not have expired or been made either unconditionally or on terms reasonably satisfactory to Lilly at or prior to the Expiration Dateearlier terminated; • at the Expiration Date, there (c) any Burdensome Condition shall be pending or threatened in writing any suit, action or proceeding by any governmental entity of competent jurisdiction against Lilly, the Purchaser, ImClone or any of ImClone’s subsidiaries or otherwise have been imposed in connection with the Offer obtaining any approvals or the Merger: • challenging the acquisition by Lilly or the Purchaser terminations described in clause (b) of this paragraph; (d) Section 6 of any Shares pursuant to the Offer or seeking to make illegal, restrain or prohibit the making or consummation of the Offer Tender Agreements relating to no transfer requests shall have been breached or repudiated by the MergerCompany (without the consent of Intersil and Purchaser); 49or (e) any of the following events or conditions shall occur and be continuing at the scheduled Expiration Date:

Conditions of the Offer. Notwithstanding any other provisions provision of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable lawAgreement, the Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any validly tendered Shares, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the payment for, to pay for any validly tendered Shares Shares, and may, subject to the terms of the Merger Agreement, terminate or amend the Offer, if, immediately prior to the Expiration Date: • the applicable waiting periods under the HSR Act, the Japanese Foreign Exchange Law and any other non-U.S. antitrust or competition-related laws have not expired or been terminated, or any consent required under such non-U.S. antitrust or competition-related law or the Japanese Foreign Exchange Law, as applicable, has not been obtained or is not in full force and effect; • the Minimum Condition has not been satisfied at the Expiration Datesatisfied; or • any waiting period under of the HSR Act following conditions exist: • any law has been enacted by any governmental body, or any timing agreement entered into order, judgment, decree or injunction has been issued or granted by Lilly a governmental body that (i) restrains, enjoins, or ImClone with otherwise prohibits the consummation of any governmental entity applicable to of the transactions contemplated by the Merger Agreement has not expired Agreement, including the Offer and the Merger, or terminated at (ii) has, or prior would reasonably be expected to have, the Expiration Dateeffect of making the consummation of the transactions contemplated by the Agreement, including the Offer and the Merger, illegal in any jurisdiction; • there is instituted or pending any consents legal proceeding brought by a governmental body (i) seeking to restrain, enjoin or approvals ofotherwise prohibit the consummation of the Offer, the Merger or notices to or filings with, any governmental entity that are required to be obtained or made in connection with the other transactions contemplated by the Merger Agreement under applicable antitrustor the Tender Agreements, competition or similar laws (other than ii) seeking to impose material limitations on the HSR Act), the Offer and the Merger or any other material consents or approvals ofability of Purchaser, or material notices render Purchaser unable, to accept for payment, pay for or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries purchase some or any all of the respective properties, assets, businesses or activities applicable to the transactions contemplated by the Merger Agreement (“Required Governmental Approvals”) shall not have been obtained or made or any waiting period (or extension thereof) shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly at or prior to the Expiration Date; • at the Expiration Date, there shall be pending or threatened in writing any suit, action or proceeding by any governmental entity of competent jurisdiction against Lilly, the Purchaser, ImClone or any of ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser of any Shares pursuant to the Offer or the Merger, (iii) seeking to make illegalimpose any limitations on the ownership or operation by ABC-MART, restrain Purchaser, (or prohibit the making any of their respective subsidiaries) of all or consummation any portion of the Offer businesses, technologies or assets of ABC-MART, Purchaser, LaCrosse or any of their respective affiliates, or to compel ABC-MART or Purchaser to dispose of or hold separate all or any portion of the Mergerbusinesses, Table of Contents technologies or assets of ABC-MART, Purchaser, LaCrosse or any of their respective affiliates, (iv) seeking to impose limitations on the ability of ABC-MART or Purchaser effectively to exercise full rights of ownership of the Shares, including the right to vote the Shares purchased by it on all matters properly presented to LaCrosse’s shareholders, or (v) that if adversely determined, would reasonably be expected to have a material adverse effect on LaCrosse; 49• any action has been taken or overtly threatened to be taken by a governmental body that seeks any of the consequences referred to in the paragraph immediately above;

Conditions of the Offer. Notwithstanding any other provisions of the Offer Offer, but subject to the provisions of the Merger Agreement, and in addition to the (and not in limitation of) Purchaser’s rights and obligations to extend, extend or amend or terminate the Offer in accordance with the provisions of the Merger Agreement and any applicable lawrules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, or pay for any validly tendered Sharesfor, and may delay the acceptance for payment of or, subject to the provisions of the Merger Agreement and any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the payment for, any validly tendered Shares if: • the Minimum Condition has shall not have been satisfied at the Expiration Date; • any waiting period under the HSR Act or any timing agreement entered into by Lilly or ImClone with any governmental entity applicable to the transactions contemplated by the Merger Agreement has not expired or terminated at or prior to before the Expiration Date; Table of Contents • any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made in connection with the transactions contemplated by the Merger Agreement under applicable antitrust, competition or similar laws other Required Approvals (other than the HSR Act), the Offer and the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any of the respective properties, assets, businesses or activities applicable to the transactions contemplated by the Merger Agreement (“Required Governmental Approvals”as defined below) shall not have been obtained or made or any waiting period (period, or extension thereof) , or mandated filing shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly Cytyc at or prior to before the Expiration Date; • any of the following events has occurred and is continuing at the Expiration Date, : • there shall be pending or threatened in writing or pending any suit, action or proceeding by any governmental entity of competent jurisdiction against LillyCytyc, the Purchaser, ImClone Purchaser or any of ImClone’s subsidiaries or otherwise in connection with the Offer or the MergerAdeza: • challenging the acquisition by Lilly or the Purchaser of any Shares pursuant to the Offer Offer, or seeking to make illegal, restrain or prohibit the making or consummation of the Offer or the Merger, or make materially more costly the making of the Offer; 49• seeking to impose material limitations on the ability of the Purchaser, or render the Purchaser unable, to accept for payment, pay for or purchase some or all of the Shares pursuant to the Offer, or the Merger, or seeking to require divestiture of such Shares or any material assets of Cytyc, the Purchaser or Adeza; • seeking to prohibit or impose material limitations on the ownership or operation by Cytyc or its subsidiaries of all or any portion of businesses or assets of Adeza, Cytyc or its subsidiaries as a result of or in connection with the transactions contemplated by the Merger Agreement, or to compel Adeza, Cytyc or its subsidiaries to dispose of, license or hold separate any material portion of the businesses or assets of Adeza, Cytyc or its subsidiaries as a result of or in connection with the transactions contemplated by the Merger Agreement; • seeking to impose material limitations on the ability of Cytyc or the Purchaser effectively to exercise full rights of ownership of the Shares, including the right to vote the Shares purchased on all matters properly presented to Adeza’s stockholders; or • which otherwise would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; • there shall be any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a government entity to the Offer, the Merger or any other transaction contemplated by the Merger Agreement, or any other action shall be taken by any governmental entity, other than the application to the Offer or the Merger of applicable waiting periods under HSR Act or similar waiting periods with respect to the Required Approvals, that: • is reasonably likely, individually or in the aggregate, to result, directly or indirectly, in any of the consequences referred to in any of the five sub-paragraphs of the immediately preceding sub-bullet point; or • has the effect of making the Offer, the Merger or any other transaction contemplated by the Merger Agreement illegal or which has the effect of prohibiting or otherwise preventing or delaying the consummation of any of the transactions contemplated by the Merger Agreement; • any of the representations and warranties of Adeza contained in Section 3.3 of the Merger Agreement (relating to authorization, validity and corporate action regarding the Merger Agreement) or Section 3.4 of the Merger Agreement (relating to Adeza board approvals) shall not be true and correct in all material respects, as of the date of the Merger Agreement and as of the Expiration Date, with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time, which need only be true and correct in all and in all material respects as of such specific date or time; • except as has not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Company Material Adverse Effect, the representations and warranties of Adeza contained in this Agreement, other than representations and warranties referenced Table of Contents in the immediately preceding and immediately following bullet point, shall not be true and correct in all respects (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein and without giving effect to any modifications or updates to the disclosure schedules delivered by Adeza in connection with the Merger Agreement) as of the date of the Merger Agreement and as of the Expiration Date with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time, which need only be true and correct (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein and without giving effect to any modifications or updates to the disclosure schedules delivered by Adeza in connection with the Merger Agreement) as of such specific date or time; • any of the representations and warranties of Adeza contained in Section 3.2 of the Merger Agreement (relating to its capitalization) shall not be true and correct in all material respects, each as of the date hereof and as of the expiration date of the Offer with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time), provided that the standard “true and correct in all material respects” shall not be met if the cost of the Offer to Purchaser is increased by an amount in excess of $2 million; • since the date of the Merger Agreement, any facts, changes, events, developments or circumstances have occurred, arisen or come into existence or become known to Adeza, Cytyc or the Purchaser, which is or are continuing and which has had or would reasonably be expected to have, individually or in the aggregate with all other such facts, changes, events, developments or circumstances, a Company Material Adverse Effect; • Adeza shall have breached or failed, in any material respect, to perform or to comply with any agreement or covenant to be performed or complied with by it under the Merger Agreement prior to the expiration of the Offer, or, in the case of Section 6.1 of the Merger Agreement (relating to notification of potential breaches or failures of conditions to the Offer or the Merger), Adeza shall have intentionally breached or failed in any material respect to perform or comply with such section, and such breach or failure shall not have been cured; • The Purchaser shall have failed to receive a certificate of Adeza, executed by Adeza’s Chief Executive Officer and Chief Financial Officer, dated as of the Expiration Date, to the effect that the certain of the conditions set forth above have not occurred; • there shall have occurred, and continued to exist, (i) any general suspension of, or limitation on prices for, trading in securities on the New York Stock Exchange or NASDAQ Global Select Market or (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; or • the Merger Agreement shall have been terminated in accordance with its terms. The foregoing conditions are for the sole benefit of Cytyc and the Purchaser, may be asserted by Cytyc or the Purchaser regardless of the circumstances giving rise to such condition, and may be waived by Cytyc or the Purchaser in whole or in part at any time and from time to time and in the reasonable discretion of Cytyc or the Purchaser, subject in each case to the provisions of the Merger Agreement. The foregoing conditions shall be in addition to, and not a limitation of the rights of Cytyc and the Purchaser to extend, terminate and/or modify the Offer pursuant to the provisions of the Merger Agreement. Any reference in the Offer to Purchase to a condition or requirement being satisfied shall be deemed met if such condition or requirement is waived. The failure by Cytyc or the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and, each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.