Common use of Confidentiality Provisions Clause in Contracts

Confidentiality Provisions. In order to allow you to evaluate a possible negotiated business transaction (a “Transaction”) involving Reliant Pharmaceuticals, Inc., a Delaware corporation (the “Company”), you have requested certain information concerning the Company. As a condition to your being furnished such information, you agree to treat any information concerning the Company, its affiliates and subsidiaries that has been or is furnished to you by or on behalf of the Company, at any time or in any form, together with all notes, interpretations, analyses, compilations, studies or other documents prepared by you or any of your directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and any representatives of your advisors) (collectively, “Representatives”) that contain or otherwise reflect or are based, in whole or in part, on such information (collectively referred to as the “Evaluation Material”), in accordance with the provisions of this agreement. “Evaluation Material” does not include information that (a) was or becomes generally available to the public other than as a result of a disclosure by you or your Representatives or (b) was or becomes available to you on a non-confidential basis from a source other than the Company, or its advisors, provided that such source was not known by you to be bound by any agreement with the Company to keep such information confidential or to be otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation. You hereby agree that the Evaluation Material will be used solely for the purpose of evaluating a possible Transaction and that such information will be kept confidential. You and your Representatives shall not disclose any portion of the Evaluation Material to any person in any manner whatsoever, except to the extent that disclosure of such information is required by law, regulation, supervisory authority or other applicable judicial or governmental order. You may disclose the Evaluation Material to your representatives on a need to know basis, however, they should be informed of and bound to this agreement, and you agree to be responsible for any breach hereof on their part. You agree, at your sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. In addition, without the prior written consent of the Company, you will not, and will direct your Representatives not to, disclose to any person (i) that the Evaluation Material has been made available to you or your Representatives, (ii) that discussions or negotiations are taking place concerning a possible transaction involving the Company and you, or (iii) any terms, conditions or other facts with respect to any such possible Transaction, including the status thereof. Such facts will be deemed to be included in the Evaluation Material for all purposes of this agreement. In the event that you are requested or required by law, regulations or applicable judicial or governmental order to disclose any Evaluation Material, you will provide the Company with prompt written notice of such request or requirement. If, failing the entry of a protective order, you are, in the reasonable opinion of your counsel, legally compelled to disclose any portion of the Evaluation Material, you may disclose to the entity compelling such disclosure only that portion of the Evaluation Material that your counsel advises that you are compelled to disclose, provided that you will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Evaluation Material that is being disclosed and you will cooperate with any action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material. All Evaluation Material disclosed by or on behalf of the Company shall be and shall remain the property of the Company. As soon as reasonably practicable after being so requested in writing by the Company, you shall return or destroy all Evaluation Material, whether in printed or electronic form (and any copies thereof). Any destruction of Evaluation Material shall be confirmed by you in writing to the Company. You understand and acknowledge that any and all information contained in the Evaluation Material is being provided without any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, on the part of the Company. You agree that none of the Company or any of its affiliates or representatives shall have any liability to you or any of your Representatives. It is understood that the scope of any representations and warranties to be given by the Company will be negotiated along with other terms and conditions in arriving at a mutually acceptable form of definitive agreement should discussions progress to such a point and only those representations and warranties shall have any legal effect. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this agreement by you or your Representatives, that any such breach would result in ongoing and irreparable harm to the Company and that the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or in equity to the Company. In the event of litigation relating to this agreement, the prevailing party shall be entitled to be paid by the other party all reasonable legal fees and other expenses such prevailing party has incurred in connection with such litigation, including any appeal therefrom. This agreement is governed by the laws of the State of [ ] without regard to conflict of laws principles. You hereby irrevocably and unconditionally consent to submit to the non-exclusive jurisdiction of the courts of the State of [ ] and the United States of America located in the State of New Jersey for any action, suit or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby. This agreement may not be amended except in writing signed by both parties hereto. No failure or delay by the Company in exercising any right, power or privilege hereunder or any partial exercise thereof shall operate as a waiver thereof or preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provisions of this agreement, which shall remain in full force and effect. For purposes of this agreement, the term “person” shall be broadly interpreted to include the media and any individual, corporation, partnership, group or other entity. This agreement may be executed in counterparts, each of which will be deemed to be an original, but all of which constitute the same agreement. Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter. This agreement shall terminate and be of no further force or effect from and after [ ] from the date hereof.

Confidentiality Provisions. In order Except as required by Law, unless otherwise agreed to allow you to evaluate a possible negotiated business transaction (a “Transaction”) involving Reliant Pharmaceuticals, Inc., a Delaware corporation (the “Company”), you have requested certain information concerning the Company. As a condition to your being furnished such information, you agree to treat any information concerning in writing by the Company, its affiliates the LUKOIL Entities agree (i) to keep all Proprietary Information confidential and subsidiaries that has been not to disclose or is furnished reveal any Proprietary Information to you by any Person other than Parent Representatives who are actively and directly participating in the Merger or on behalf who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and to cause those Persons to observe the terms of Section 5.2(b) and this Annex B, (ii) not to use Proprietary Information for any purpose other than in connection with the consummation of the CompanyMerger in a manner that the Company has approved and (iii) not to disclose to any Person (other than those Parent Representatives who are actively and directly participating in the consummation of the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and, at in the case of Parent Representatives, whom the LUKOIL Entities will cause to observe the terms of Section 5.2(b) and this Annex B) any time information about the Merger, or in any form, together with all notes, interpretations, analyses, compilations, studies or other documents prepared by you the terms and conditions or any of your directorsother facts relating thereto, officers, employees, agents or advisors (including, without limitation, attorneysthe fact that Proprietary Information has been made available to the LUKOIL Entities and Parent Representatives. LUKOIL Americas shall be responsible for any breach of the terms of Section 5.2(b) and this Annex B by any LUKOIL Entity or Parent Representative. In the event that a LUKOIL Entity is requested pursuant to, accountantsor required by, consultantslegal process to disclose any Proprietary Information or any other information concerning the Company or the Merger, bankersthe LUKOIL Entities agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, financial advisors and any representatives to consult with the LUKOIL Entities with respect to the Company's taking steps to resist or narrow the scope of your advisors) (collectivelysuch request or legal process, “Representatives”) that contain or otherwise reflect or are basedto waive compliance, in whole or in part, on with the terms of Section 5.2(b) and this Annex B. In any such event, the LUKOIL Entities shall use their reasonable best efforts to ensure that all Proprietary Information and any other information that is so disclosed will be accorded confidential treatment. If this Agreement is terminated pursuant to Article VII hereof, (collectively referred to as the “Evaluation Material”), in accordance with 1) the provisions of this agreement. “Evaluation Material” does not include information that Annex B shall survive for two years following such termination and (a2) was or becomes generally available to the public other than as a result LUKOIL Entities shall, upon the written request of a disclosure by you or your Representatives or (b) was or becomes available to you on a non-confidential basis from a source other than the Company, or its advisors, provided that such source was not known by you promptly deliver to be bound by any agreement with the Company to keep such information confidential or to be otherwise prohibited from transmitting destroy all Proprietary Information, including all copies, reproductions or extracts thereof or based thereon in the information to you by a contractual, legal or fiduciary obligation. You hereby agree that the Evaluation Material will be used solely for the purpose of evaluating a possible Transaction and that such information will be kept confidential. You and your Representatives shall not disclose any portion possession of the Evaluation Material to any person in any manner whatsoever, except to the extent that disclosure of such information is required by law, regulation, supervisory authority LUKOIL Entities or other applicable judicial or governmental orderParent Representatives. You may disclose the Evaluation Material to your representatives on a need to know basis, however, they should be informed of and bound to this agreement, and you agree to be responsible for any breach hereof on their part. You agree, at your sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. In addition, without Without the prior written consent of the Company, you will not, and will direct your Representatives the LUKOIL entities shall not to, disclose to directly or indirectly solicit for employment or employ any management-level person (i) that who is on the Evaluation Material has been made available to you or your Representatives, (ii) that discussions or negotiations are taking place concerning a possible transaction involving the Company and you, or (iii) any terms, conditions or other facts with respect to any such possible Transaction, including the status thereof. Such facts will be deemed to be included in the Evaluation Material for all purposes date of this agreement. In the event that you are requested or required by law, regulations or applicable judicial or governmental order to disclose any Evaluation Material, you will provide the Company with prompt written notice of such request or requirement. If, failing the entry of a protective order, you are, in the reasonable opinion of your counsel, legally compelled to disclose any portion of the Evaluation Material, you may disclose to the entity compelling such disclosure only that portion of the Evaluation Material that your counsel advises that you are compelled to disclose, provided that you will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Evaluation Material that is being disclosed and you will cooperate with any action Agreement employed by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material. All Evaluation Material disclosed by or on behalf any of the Company shall be its Subsidiaries and shall remain the property of the Company. As soon as reasonably practicable after being so requested who is identified in writing by a LUKOIL Entity in connection with the CompanyLUKOIL Entities' evaluation or consummation of the Merger; provided, you however, that the LUKOIL Entities shall return not be prohibited from employing any such Person who contacts a LUKOIL Entity on his or destroy all Evaluation Material, whether in printed or electronic form (her own initiative and any copies thereof). Any destruction of Evaluation Material shall be confirmed by you in writing to the Company. You understand and acknowledge that any and all information contained in the Evaluation Material is being provided without any representation direct or warrantyindirect solicitation by a LUKOIL Entity; provided, express or impliedfurther, as to 69 that the accuracy or completeness term "solicitation" does not include general solicitations of the Evaluation Material, on the part of the Company. You agree that none employment not specifically directed towards employees of the Company or any of its affiliates or representatives shall have any liability to you or any Subsidiaries. The provisions of your Representatives. It is understood that this Annex B contain the scope of any representations and warranties to be given by entire agreement among the Company will be negotiated along with other and the LUKOIL Entities concerning the confidentiality of the Proprietary Information, and shall supercede the terms and conditions in arriving at a mutually acceptable form of definitive agreement should discussions progress to such a point and only those representations and warranties shall have any legal effect. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this agreement by you or your Representatives, that any such breach would result in ongoing and irreparable harm to the Company and that the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this existing confidentiality agreement but shall be in addition to all other remedies available at law between or in equity to among the Company. In , on the event one hand, and any one or more of litigation relating to this agreementthe LUKOIL Entities, the prevailing party shall be entitled to be paid by on the other party all reasonable legal fees and other expenses such prevailing party has incurred in connection with such litigation, including any appeal therefrom. This agreement is governed by the laws of the State of [ ] without regard to conflict of laws principles. You hereby irrevocably and unconditionally consent to submit to the non-exclusive jurisdiction of the courts of the State of [ ] and the United States of America located in the State of New Jersey for any action, suit or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby. This agreement may not be amended except in writing signed by both parties hereto. No failure or delay by the Company in exercising any right, power or privilege hereunder or any partial exercise thereof shall operate as a waiver thereof or preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provisions of this agreement, which shall remain in full force and effect. For purposes of this agreement, the term “person” shall be broadly interpreted to include the media and any individual, corporation, partnership, group or other entity. This agreement may be executed in counterparts, each of which will be deemed to be an original, but all of which constitute the same agreement. Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter. This agreement shall terminate and be of no further force or effect from and after [ ] from the date hereofhand.

Confidentiality Provisions. In order to allow you to evaluate a possible negotiated business transaction Each Purchaser (a “Transaction”and each Transferee by its acceptance of an interest in any Note) involving Reliant Pharmaceuticalsagrees, Inc., a Delaware corporation (the “Company”so long as no Event of Default is continuing under paragraphs 7A(i), you have requested certain information concerning (ii), (viii), (ix) or (x), that it will use its best efforts to hold in confidence and not disclose any Confidential Information without the Company. As a condition to your being furnished such information, you agree to treat any information concerning the Company, its affiliates and subsidiaries that has been or is furnished to you by or on behalf prior written consent of the CompanyCompany which consent shall not be unreasonably denied; provided, at however, that nothing contained herein shall prevent the holder of any time or in Note from delivering copies of any form, together with all notes, interpretations, analyses, compilations, studies or financial statements and other documents prepared delivered to such holder, and disclosing any other information disclosed to such holder, by you the Company or any of your Subsidiary in connection with or pursuant to this Agreement to (i) such holder's directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, and professional consultants, bankers(ii) any other holder of any Note, financial advisors and (iii) any representatives of your advisorsInstitutional Investor to which such holder offers to sell such Note or any part thereof, (iv) (collectively, “Representatives”) that contain any Institutional Investor to which such holder sells or otherwise reflect offers to sell a participation in all or are based, in whole or in part, on such information (collectively referred to as the “Evaluation Material”), in accordance with the provisions of this agreement. “Evaluation Material” does not include information that (a) was or becomes generally available to the public other than as a result of a disclosure by you or your Representatives or (b) was or becomes available to you on a non-confidential basis from a source other than the Company, or its advisors, provided that such source was not known by you to be bound by any agreement with the Company to keep such information confidential or to be otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation. You hereby agree that the Evaluation Material will be used solely for the purpose of evaluating a possible Transaction and that such information will be kept confidential. You and your Representatives shall not disclose any portion of the Evaluation Material to any person in any manner whatsoever, except to the extent that disclosure part of such information is required by lawNote, regulation, supervisory authority or other applicable judicial or governmental order. You may disclose the Evaluation Material (v) any Institutional Investor from which such holder offers to your representatives on a need to know basis, however, they should be informed of and bound to this agreement, and you agree to be responsible for purchase any breach hereof on their part. You agree, at your sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. In addition, without the prior written consent security of the Company, you will not(vi) any federal or state regulatory authority having jurisdiction over such holder, and will direct your Representatives (vii) the National Association of Insurance Commissioners or any similar organization or (viii) any other Person which is not toa Competitor to which such delivery or disclosure may be reasonably necessary or appropriate (a) in compliance with any law, disclose rule, regulation or order applicable to such holder, (b) in response to any person (i) that the Evaluation Material has been made available to you subpoena or your Representativesother legal process or investigative demand, (iic) in connection with any litigation in connection with this Agreement to which such holder is a party or (d) in order to protect such holder's investment and enforce the rights of such holder under this Agreement; and provided further that discussions or negotiations are taking place concerning a possible transaction involving after notice to the Company and you, or (iii) any terms, conditions or other facts with respect to any such possible Transaction, including the status thereof. Such facts will be deemed to be included in the Evaluation Material for all purposes of this agreement. In the event that you are requested or required by law, regulations or applicable judicial or governmental order to disclose any Evaluation Material, you will provide the Company with prompt written notice of such request or requirement. If, failing the entry of a protective order, you are, in the reasonable opinion of your counsel, legally compelled to disclose any portion holders of the Evaluation Material, you may disclose to the entity compelling such disclosure only that portion of the Evaluation Material that your counsel advises that you are compelled to disclose, provided that you will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Evaluation Material that is being disclosed and you will cooperate with any action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material. All Evaluation Material disclosed by or on behalf of the Company Notes shall be and shall remain the property of the Company. As soon as reasonably practicable after being so requested in writing by the Company, you shall return free to correct any false or destroy all Evaluation Material, whether in printed or electronic form (and any copies thereof). Any destruction of Evaluation Material shall be confirmed by you in writing misleading information which may become public concerning their relationship to the Company. You understand and acknowledge that any and all information contained in the Evaluation Material is being provided without any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, on the part of the Company. You agree that none of the Company or any of its affiliates or representatives shall have any liability to you or any Subsidiaries. Each Purchaser and each Transferee may in good faith conclusively rely on a certificate of your Representatives. It is understood that a proposed purchaser of the scope of any representations Note(s) addressed and warranties to be given by the Company will be negotiated along with other terms and conditions in arriving at a mutually acceptable form of definitive agreement should discussions progress to such a point and only those representations and warranties shall have any legal effect. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this agreement by you or your Representatives, that any such breach would result in ongoing and irreparable harm delivered to the Company and such Purchaser or Transferee to the effect that such proposed purchaser of the Note(s) is not a Competitor, provided that the Company shall be entitled has not, by written notice to specific performance and injunctive such Purchaser or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or in equity to Transferee delivered within five Business Days after the Company. In 's receipt of such certificate, objected to such reliance on the event of litigation relating to this agreement, the prevailing party shall be entitled to be paid by the other party all reasonable legal fees and other expenses such prevailing party has incurred in connection with such litigation, including any appeal therefrom. This agreement is governed by the laws of the State of [ ] without regard to conflict of laws principles. You hereby irrevocably and unconditionally consent to submit to the non-exclusive jurisdiction of the courts of the State of [ ] and the United States of America located in the State of New Jersey for any action, suit or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby. This agreement may not be amended except in writing signed by both parties hereto. No failure or delay by grounds that the Company in exercising any right, power or privilege hereunder or any partial exercise thereof shall operate as good faith reasonably believes such proposed purchaser of the Note(s) is a waiver thereof or preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provisions of this agreement, which shall remain in full force and effect. For purposes of this agreement, the term “person” shall be broadly interpreted to include the media and any individual, corporation, partnership, group or other entity. This agreement may be executed in counterparts, each of which will be deemed to be an original, but all of which constitute the same agreement. Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter. This agreement shall terminate and be of no further force or effect from and after [ ] from the date hereofCompetitor.

Confidentiality Provisions. In order to allow you to evaluate a possible negotiated business transaction Each Purchaser (a “Transaction”and each Transferee by its acceptance of an interest in any Note) involving Reliant Pharmaceuticalsagrees, Inc., a Delaware corporation (the “Company”so long as no Event of Default is continuing under paragraphs 7A(i), you have requested certain information concerning (ii), (viii), (ix) or (x), that it will use its reasonable best efforts to hold in confidence and not disclose any Confidential Information without the Company. As a condition to your being furnished such information, you agree to treat any information concerning the Company, its affiliates and subsidiaries that has been or is furnished to you by or on behalf prior written consent of the CompanyCompany which consent shall not be unreasonably denied; provided, at however, that nothing contained herein shall prevent the holder of any time or in Note from delivering copies of any form, together with all notes, interpretations, analyses, compilations, studies or financial statements and other documents prepared delivered to such holder, and disclosing any other information disclosed to such holder, by you the Company or any of your Subsidiary in connection with or pursuant to this Agreement to (i) such holder's directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, and professional consultants, bankers(ii) any other holder of any Note, financial advisors and (iii) any representatives of your advisorsInstitutional Investor which is not a Competitor to which such holder offers to sell such Note or any part thereof, (iv) (collectively, “Representatives”) that contain any Institutional Investor which is not a Competitor to which such holder sells or otherwise reflect offers to sell a participation in all or are based, in whole or in part, on such information (collectively referred to as the “Evaluation Material”), in accordance with the provisions of this agreement. “Evaluation Material” does not include information that (a) was or becomes generally available to the public other than as a result of a disclosure by you or your Representatives or (b) was or becomes available to you on a non-confidential basis from a source other than the Company, or its advisors, provided that such source was not known by you to be bound by any agreement with the Company to keep such information confidential or to be otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation. You hereby agree that the Evaluation Material will be used solely for the purpose of evaluating a possible Transaction and that such information will be kept confidential. You and your Representatives shall not disclose any portion of the Evaluation Material to any person in any manner whatsoever, except to the extent that disclosure part of such information Note, (v) any Institutional Investor which is required by law, regulation, supervisory authority or other applicable judicial or governmental order. You may disclose the Evaluation Material not a Competitor from which such holder offers to your representatives on a need to know basis, however, they should be informed of and bound to this agreement, and you agree to be responsible for purchase any breach hereof on their part. You agree, at your sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. In addition, without the prior written consent security of the Company, you will not(vi) any federal or state regulatory authority having jurisdiction over such holder, and will direct your Representatives (vii) the National Association of Insurance Commissioners or any similar organization or (viii) any other Person which is not toa Competitor to which such delivery or disclosure may be reasonably necessary or appropriate (a) in compliance with any law, disclose rule, regulation or order applicable to such holder, (b) in response to any person (i) that the Evaluation Material has been made available to you subpoena or your Representativesother legal process or investigative demand, (iic) in connection with any litigation in connection with this Agreement to which such holder is a party or (d) in order to protect such holder's investment and enforce the rights of such holder under this Agreement; and provided further that discussions or negotiations are taking place concerning a possible transaction involving after notice to the Company and you, or (iii) any terms, conditions or other facts with respect to any such possible Transaction, including the status thereof. Such facts will be deemed to be included in the Evaluation Material for all purposes of this agreement. In the event that you are requested or required by law, regulations or applicable judicial or governmental order to disclose any Evaluation Material, you will provide the Company with prompt written notice of such request or requirement. If, failing the entry of a protective order, you are, in the reasonable opinion of your counsel, legally compelled to disclose any portion holders of the Evaluation Material, you may disclose to the entity compelling such disclosure only that portion of the Evaluation Material that your counsel advises that you are compelled to disclose, provided that you will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Evaluation Material that is being disclosed and you will cooperate with any action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material. All Evaluation Material disclosed by or on behalf of the Company Notes shall be and shall remain the property of the Company. As soon as reasonably practicable after being so requested in writing by the Company, you shall return free to correct any false or destroy all Evaluation Material, whether in printed or electronic form (and any copies thereof). Any destruction of Evaluation Material shall be confirmed by you in writing misleading information which may become public concerning their relationship to the Company. You understand and acknowledge that any and all information contained in the Evaluation Material is being provided without any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, on the part of the Company. You agree that none of the Company or any of its affiliates or representatives shall have any liability to you or any Subsidiaries. Each Purchaser and each Transferee may in good faith conclusively rely on a certificate of your Representatives. It is understood that a proposed purchaser of the scope of any representations Note(s) addressed and warranties to be given by the Company will be negotiated along with other terms and conditions in arriving at a mutually acceptable form of definitive agreement should discussions progress to such a point and only those representations and warranties shall have any legal effect. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this agreement by you or your Representatives, that any such breach would result in ongoing and irreparable harm delivered to the Company and such Purchaser or Transferee to the effect that such proposed purchaser of the Note(s) is not a Competitor, provided that the Company shall be entitled has not, by written notice to specific performance and injunctive such Purchaser or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or in equity to Transferee delivered within five Business Days after the Company. In 's receipt of such certificate, objected to such reliance on the event of litigation relating to this agreement, the prevailing party shall be entitled to be paid by the other party all reasonable legal fees and other expenses such prevailing party has incurred in connection with such litigation, including any appeal therefrom. This agreement is governed by the laws of the State of [ ] without regard to conflict of laws principles. You hereby irrevocably and unconditionally consent to submit to the non-exclusive jurisdiction of the courts of the State of [ ] and the United States of America located in the State of New Jersey for any action, suit or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby. This agreement may not be amended except in writing signed by both parties hereto. No failure or delay by grounds that the Company in exercising any right, power or privilege hereunder or any partial exercise thereof shall operate as good faith reasonably believes such proposed purchaser of the Note(s) is a waiver thereof or preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provisions of this agreement, which shall remain in full force and effect. For purposes of this agreement, the term “person” shall be broadly interpreted to include the media and any individual, corporation, partnership, group or other entity. This agreement may be executed in counterparts, each of which will be deemed to be an original, but all of which constitute the same agreement. Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter. This agreement shall terminate and be of no further force or effect from and after [ ] from the date hereofCompetitor.

Confidentiality Provisions. In order Each Borrower and the Lender each hereby agrees to allow you hold, and use its commercially reasonable efforts to evaluate a possible negotiated business transaction cause its Affiliates and representatives to hold, in strict confidence from any Person (a “Transaction”) involving Reliant Pharmaceuticals, Inc., a Delaware corporation (the “Company”other than any such Affiliate or representative), you have requested certain information concerning unless (i) compelled to disclose by judicial or administrative process or by the Company. As regulation(s) to which such party is subject or by other requirements of Applicable Law or (ii) disclosed in any action or proceeding brought by a condition to your being furnished such information, you agree to treat any information concerning the Company, party in pursuit of its affiliates and subsidiaries that has been or is furnished to you by or on behalf of the Company, at any time rights or in any formthe exercise of its remedies under this Agreement, together with all notesthe terms and conditions of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby; provided that each of such Borrower and the Lender may disclose such information to such Borrower’s or the Lender’s organization, interpretationsor outside of such Borrower’s or the Lender’s organization, analyses, compilations, studies or other documents prepared by you or any of your directors, officers, employees, agents or advisors (including, without limitation, to their respective attorneys, accountants, consultants, bankers, financial advisors and any representatives of your advisors) (collectively, “Representatives”) that contain other consultants who may be assisting such Borrower or otherwise reflect the Lender in connection with this Agreement or are based, in whole or in part, on such information (collectively referred to as the “Evaluation Material”), in accordance with the provisions of this agreement. “Evaluation Material” does not include information that (a) was or becomes generally available to the public other than as a result of a disclosure by you or your Representatives or (b) was or becomes available to you on a non-confidential basis from a source other than the Company, or its advisors, provided that such source was not known by you transactions contemplated hereby and who agree to be bound by any agreement with the Company non-disclosure provisions of this Section 11 or are otherwise subject to keep applicable confidentiality requirements; provided, further, that the Lender may also disclose such information confidential or to be otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation. You hereby agree that the Evaluation Material will be used solely for the purpose of evaluating a possible Transaction and that such information will be kept confidential. You and your Representatives shall not disclose any portion of the Evaluation Material to any person in any manner whatsoever, except to the extent that disclosure of such information is required by lawLender’s successors, regulation, supervisory authority or other applicable judicial or governmental order. You may disclose the Evaluation Material to your representatives on a need to know basis, however, they should be informed of assignees and bound to this agreement, and you prospective investors who agree to be responsible for any breach hereof on their part. You agreebound by the non-disclosure provisions of this Section 11 or are otherwise subject to applicable confidentiality requirements; provided, at your sole expensefurther, to take all reasonable measures (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use that such Borrower may provide its investors with a general description of the Evaluation Material. In addition, without the prior written consent terms of the Company, you will not, and will direct your Representatives not to, disclose this Agreement on a basis consistent with previous disclosures made by such Borrower to any person (i) that the Evaluation Material has been made available to you or your Representatives, (ii) that discussions or negotiations are taking place concerning a possible transaction involving the Company and you, or (iii) any terms, conditions or other facts its investors with respect to any such possible Transactionother credit facilities. The provisions of this Section 11 shall not supersede, including the status thereof. Such facts will and shall be deemed to be included in supplement, any confidentiality agreements that the Evaluation Material for all purposes of this agreement. In the event that you are requested or required by law, regulations or applicable judicial or governmental order to disclose any Evaluation Material, you will provide the Company with prompt written notice of such request or requirement. If, failing the entry of a protective order, you are, in the reasonable opinion of your counsel, legally compelled to disclose any portion of the Evaluation Material, you parties may disclose have executed prior to the entity compelling such disclosure only that portion of the Evaluation Material that your counsel advises that you are compelled to disclosedate hereof, provided that you will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Evaluation Material that is being disclosed and you will cooperate with any action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material. All Evaluation Material disclosed by or on behalf of the Company which provisions thereof shall be controlling and shall remain the property of the Company. As soon as reasonably practicable after being so requested in writing by the Company, you shall return or destroy all Evaluation Material, whether in printed or electronic form (and any copies thereof). Any destruction of Evaluation Material shall be confirmed by you in writing to the Company. You understand and acknowledge that any and all information contained in the Evaluation Material is being provided without any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, on the part of the Company. You agree that none of the Company or any of its affiliates or representatives shall have any liability to you or any of your Representatives. It is understood that the scope of any representations and warranties to be given by the Company will be negotiated along with other terms and conditions in arriving at a mutually acceptable form of definitive agreement should discussions progress to such a point and only those representations and warranties shall have any legal effect. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this agreement by you or your Representatives, that any such breach would result in ongoing and irreparable harm to the Company and that the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or in equity to the Company. In the event of litigation relating to this agreement, the prevailing party shall be entitled to be paid by the other party all reasonable legal fees and other expenses such prevailing party has incurred in connection with such litigation, including any appeal therefrom. This agreement is governed by the laws of the State of [ ] without regard to conflict of laws principles. You hereby irrevocably and unconditionally consent to submit to the non-exclusive jurisdiction of the courts of the State of [ ] and the United States of America located in the State of New Jersey for any action, suit or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby. This agreement may not be amended except in writing signed by both parties hereto. No failure or delay by the Company in exercising any right, power or privilege hereunder or any partial exercise thereof shall operate as a waiver thereof or preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provisions of this agreement, which shall remain in full force and effect. For purposes Notwithstanding anything to the contrary contained herein, nothing in this Section 11 shall prevent or inhibit the Lender in any manner whatsoever from exercising any and all remedies available to it upon the occurrence and continuance of this agreementan Event of Default, including, disclosing any information that it would otherwise be required to keep confidential to the term “person” shall be broadly interpreted to include the media and any individual, corporation, partnership, group or other entity. This agreement may be executed in counterparts, each of which will be deemed to be an original, but all of which constitute the same agreement. Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter. This agreement shall terminate and be of no further force or effect from and after [ ] from the date hereofextent permitted under Applicable Law.