Common use of Conduct of Business by the Company Clause in Contracts

Conduct of Business by the Company. (a) Except for matters set forth in Schedule 5.01, as required by applicable Law or expressly contemplated by this Agreement, from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use reasonable best efforts to maintain and preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors, and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Schedule 5.01, as required by applicable Law or expressly contemplated by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed:

Conduct of Business by the Company. (a) Except for matters set forth in Schedule 5.01, as required by applicable Law 5.01 or expressly contemplated by this Agreement, from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use reasonable best efforts to maintain and preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors, and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Schedule 5.01, as required by applicable Law 5.01 or expressly contemplated by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed:

Conduct of Business by the Company. (a) Except for matters set forth in Schedule 5.01, as required by applicable Law or expressly contemplated by this Agreement, During the period from the date of this Agreement to the Effective Time Time, except as set forth in Section 4.01(a) of the Company shallDisclosure Schedule or as consented to in writing in advance by Parent or as otherwise permitted by or required pursuant to this Agreement, and the Company shall cause each Company Subsidiary to, conduct carry on its business in the usual, regular and ordinary course consistent with past practice and as currently proposed by the Company to be conducted prior to the Closing (including in substantially the same manner as previously conducted respect of research, development and clinical trial activities and programs) and in compliance in all material respects with all applicable laws, rules, regulations and treaties and, to the extent consistent therewith, use all commercially reasonable best efforts to maintain and preserve intact its current business organizationorganizations, keep available the services of its current officers and officers, employees and keep consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors, distributors and others having business dealings with themit with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, addition to and without limiting the generality of the foregoing, except for matters set forth in Schedule 5.01, as required by applicable Law or expressly contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a) of the Company Disclosure Schedule or as otherwise permitted by or required pursuant to this Agreement, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the Parent’s prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayedconsent:

Conduct of Business by the Company. (a) Except for matters set forth in Schedule 5.01, as required by applicable Law or expressly contemplated by this AgreementAgreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date of this Agreement hereof to the Effective Time Time, the Company shall, and shall cause each Company Subsidiary to, conduct its and its Subsidiaries’ business in the usual, regular and ordinary course in substantially the same manner as previously conducted consistent with past practice and, to the extent consistent therewith, shall use commercially reasonable best efforts to maintain and preserve intact its and its Subsidiaries’ current business organizationorganizations, keep available the services service of its and its Subsidiaries’ current officers and employees key employees, preserve its and keep its Subsidiaries’ relationships with customers, suppliers, licensors, licensees, distributors, suppliers and others having significant business dealings with themit and its Subsidiaries. In addition, and without Without limiting the generality of the foregoing, except for matters set forth in Schedule 5.01, as required by applicable Law or expressly contemplated by this AgreementAgreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date of this Agreement hereof to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary its Subsidiaries to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned withheld or delayed:

Conduct of Business by the Company. (a) Except for matters contemplated by the Transaction Agreements or set forth in Schedule 5.01, as required by applicable Law or expressly contemplated by this Agreementthe Company Disclosure Letter, from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular ordinary and ordinary usual course in substantially the same manner as previously conducted and, to the extent consistent therewith, of business and use its commercially reasonable best efforts to maintain and preserve intact its current business organization, keep available the services of its current officers and employees and keep employees, maintain its relationships with customers, suppliers, vendors, licensors, licensees, distributors, distributors and agents and others having business dealings with themthem and preserve the goodwill of the Company and the Company Subsidiaries. In addition, and without limiting the generality of the foregoing, except for matters contemplated by this Agreement and except as set forth in Schedule 5.01, as required by applicable Law or expressly contemplated by this AgreementSection 6.01 of the Company Disclosure Letter, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, which such consent shall not to be unreasonably withheld, conditioned or delayed:

Conduct of Business by the Company. (a) Except for matters set forth in Schedule 5.01, as required by applicable Law Section 5.01(a) of the Company Disclosure Letter or otherwise expressly contemplated permitted by this Agreement, from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use commercially reasonable best efforts to maintain and preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Schedule 5.01, as required by applicable Law Section 5.01(a) of the Company Disclosure Letter or otherwise expressly contemplated permitted by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed:

Conduct of Business by the Company. (a) Except for matters set forth in Schedule 5.01, as required by applicable Law expressly permitted or expressly contemplated by this AgreementAgreement or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular ordinary and ordinary usual course in substantially the same manner as previously conducted and, to the extent consistent therewith, of business and use commercially reasonable best efforts to maintain and preserve intact its current business organization, continue its research and development activities, keep available the services of its current officers and employees and keep maintain its relationships with material customers, suppliers, vendors, licensors, licensees, distributors, distributors and agents and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Schedule 5.01, as required by applicable Law expressly permitted or expressly contemplated by this Agreement, in connection with drawing from the Company Line of Credit pursuant to its terms, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, conditioned or delayed:):

Conduct of Business by the Company. (a) a. Except for matters set forth in Schedule 5.01, as required by applicable Law 5.01 or expressly contemplated by this Agreement, from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use reasonable best efforts to maintain and preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors, and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Schedule 5.01, as required by applicable Law 5.01 or expressly contemplated by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed:

Conduct of Business by the Company. (a) Except for matters set forth in Schedule 5.01, as required by applicable Law the Company Disclosure Letter or expressly otherwise contemplated by this Agreement, from the date of this Agreement to the Effective Time Time, the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use all reasonable best efforts to maintain and preserve intact its current business organization, organization and keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Schedule 5.01, as required by applicable Law the Company Disclosure Letter or expressly otherwise contemplated by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, which consent consent, in the cases of Sections 5.01(e), (g), (i), (j), (1), (m), (n), and (q) below, shall not be unreasonably withheld, conditioned withheld or delayed:

Conduct of Business by the Company. (a) Except for matters set forth in Section 6.1 of the Company Disclosure Schedule 5.01, or otherwise contemplated by this Agreement or as required by applicable Law or expressly contemplated by this AgreementLaw, from the date of this Agreement to the Effective Time Time, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted consistent with past practice and, to the extent consistent therewith, use commercially reasonable best efforts to maintain and preserve intact its current business organization, keep available the services of its current officers and employees and keep maintain its relationships with customers, suppliers, licensors, licensees, distributors, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 6.1 of the Company Disclosure Schedule 5.01, or otherwise contemplated by this Agreement or as required by applicable Law or expressly contemplated by this AgreementLaw, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned:

Conduct of Business by the Company. (a) Except for matters set forth in Schedule 5.01, as required by applicable Law or expressly contemplated by this Agreement, from From the date of this Agreement to the Effective Time Time, the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular usual and ordinary course substantially in substantially the same manner as previously conducted andconducted; preserve the present material business operations, to organizations and goodwill; and maintain its books, accounts and records in the extent ordinary course, on a basis consistent therewith, use reasonable best efforts to maintain and preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships in all material respects with customers, suppliers, licensors, licensees, distributors, and others having business dealings with thempast practice. In addition, and without limiting the generality of the foregoing, except for matters set forth in Schedule 5.01, as required by applicable Law or expressly contemplated by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheldwithheld or delayed (except in the case of clauses (ix) and (xv) below, conditioned or delayed:which consent shall be in the sole discretion of Parent)):

Conduct of Business by the Company. (a) Except for matters set forth in Schedule 5.01Section 5.01(a) of the Company Disclosure Letter, as required by applicable Law or otherwise expressly contemplated permitted by this AgreementAgreement or as Parent shall have consented to in advance in writing, which consent shall not be unreasonably withheld, from the date of this Agreement to the Effective Time Time, the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, with past practice use its commercially reasonable best efforts to maintain and preserve intact its current business organization, assets and Intellectual Property, keep available the services of its current officers and employees and keep its relationships with customers, collaborators, suppliers, licensors, licensees, distributors, distributors and others having business dealings with themit. In addition, and without limiting the generality of the foregoing, except for matters set forth in Schedule 5.01, as required by applicable Law Section 5.01(a) of the Company Disclosure Letter or otherwise expressly contemplated permitted by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, which consent shall will not be unreasonably withheld, conditioned or delayed:

Conduct of Business by the Company. (a) Except for matters as set forth in Schedule 5.01Section 5.1(a) of the Company Letter, during the period from the date of this Agreement to the Effective Time, except as consented to in writing in advance by Parent or as otherwise specifically required by applicable Law or expressly contemplated by this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice and to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization, preserve its assets, rights and properties in good repair and condition (normal wear and tear excepted), keep available the services of its current officers, employees and consultants and preserve its goodwill and its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use reasonable best efforts to maintain and preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors, and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Schedule 5.01, as required by applicable Law or expressly contemplated by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following without the Parent’s prior written consent of Parentconsent, which consent shall not be unreasonably withheld, conditioned or delayedto:

Conduct of Business by the Company. Except as expressly permitted by clauses (ai) Except for matters set forth in Schedule 5.01through (xvi) of this Section 4.1(a), as required by applicable Law or expressly contemplated by this Agreement, during the period from the date of this Agreement to through the Effective Time Time, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, conduct in all material respects carry on its business in the usual, regular and ordinary course in substantially the same manner of its business as previously currently conducted and, to the extent consistent therewith, use reasonable best efforts to maintain and preserve intact its current business organizationorganizations, keep available the services of its current officers and employees and keep preserve its relationships with customers, suppliers, licensors, licensees, distributors, suppliers and others having business dealings with themit to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without Without limiting the generality of the foregoing, and except for matters set forth in Schedule 5.01, as required by applicable Law or otherwise expressly contemplated by this Agreement, from Agreement or as set forth in the date of this Agreement Company Letter (with specific reference to the Effective Timeapplicable subsection below), the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed:):