Common use of Continuing Counsel Clause in Contracts

Continuing Counsel. Brooklyn and Merger Sub each hereby acknowledges that ▇▇▇▇▇ ▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇”) has acted as counsel to Seller and Parent with respect to this Agreement, the Merger and the transactions contemplated hereby. Each of Brooklyn and Merger Sub agrees that it will not, and will cause the Surviving Corporation not to, seek to disqualify ▇▇▇▇▇ ▇▇▇▇ from acting or continuing to act as counsel to the Seller or the Sellers’ Representative (solely in his, her or its capacity as the Sellers’ Representative) and/or certain or all of the Indemnifying Parties in connection with a dispute hereunder or in any way related to any inquiry, investigation, claim, litigation, or proceeding relating to the Merger or the transactions contemplated hereby. Brooklyn and Merger Sub further agree that, as to all communications among any counsel for Seller, Parent or any Member, including, but not limited to, ▇▇▇▇▇ ▇▇▇▇ or any outside or in-house counsel, and Seller, Parent, the Sellers’ Representative and/or any such Stockholder that relate to the Merger and the other transactions contemplated hereby (the “Privileged Information”), the attorney-client privilege and the expectation of client confidence belongs to Seller, the Sellers’ Representative and/or any such Member and may be controlled by Seller, the Sellers’ Representative and any such Members and shall not pass to or be claimed by Brooklyn, Merger Sub, the Surviving Corporation or any of their Affiliates. Neither Brooklyn nor Merger Sub will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means, and neither ▇▇▇▇▇ ▇▇▇▇ nor any other counsel for Seller shall have any duty whatsoever to reveal or disclose to Brooklyn or Merger Sub any such Privileged Information. Notwithstanding the foregoing, in the event that a dispute arises between Brooklyn, the Surviving Corporation and its Affiliates, on the one hand, and a third party other than Seller, the Sellers’ Representative or a Member, on the other hand, Brooklyn, the Surviving Corporation and its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent, the Surviving Corporation nor its Affiliates may waive such privilege without the prior written consent of the Sellers’ Representative.

Continuing Counsel. Brooklyn Buyer and Merger Sub each hereby acknowledges that ▇▇▇▇▇ ▇▇▇▇ Procter LLP (“▇▇▇▇▇ ▇▇▇▇”) has acted as counsel to Seller and Parent the Company with respect to this * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Agreement, the Merger and the transactions contemplated hereby. Each of Brooklyn Buyer and Merger Sub agrees that it will not, and will cause the Surviving Corporation Company not to, seek to disqualify ▇▇▇▇▇ ▇▇▇▇ from acting or continuing to act as counsel to the Seller or the SellersStockholders’ Representative (solely in his, her or its capacity as the SellersStockholders’ Representative) and/or certain or all of the Indemnifying Parties Securityholders in connection with a dispute hereunder or in any way related to any inquiry, investigation, claim, litigation, or proceeding relating to the Merger or the transactions contemplated hereby. Brooklyn Buyer and Merger Sub further agree that, as to all communications among any counsel for Seller, Parent the Company or any MemberSecurityholder, including, but not limited to, ▇▇▇▇▇ ▇▇▇▇ or any outside or in-house counsel, and Seller, Parentthe Company, the SellersStockholders’ Representative and/or any such Stockholder Securityholder that relate in any way to the Merger and Merger, the other transactions contemplated hereby or any similar actual or potential transaction prior to the Closing (the “Privileged Information”), the attorney-client privilege and the expectation of client confidence belongs to Seller, the SellersStockholders’ Representative and/or any such Member Securityholders and may be controlled by Seller, the SellersStockholders’ Representative and any such Members Securityholders and shall not pass to or be claimed by BrooklynBuyer, Merger Sub, the Surviving Corporation Company or any of their Affiliates. Neither Brooklyn Buyer nor Merger Sub will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means, and neither ▇▇▇▇▇ ▇▇▇▇ nor any other counsel for Seller the Company shall have any duty whatsoever to reveal or disclose to Brooklyn Buyer or Merger Sub any such Privileged Information. Notwithstanding the foregoing, in the event that a dispute arises between BrooklynBuyer, the Surviving Corporation Company and its Affiliates, on the one hand, and a third party other than Seller, the SellersStockholders’ Representative or a MemberSecurityholder, on the other hand, BrooklynBuyer, the Surviving Corporation Company and its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither ParentBuyer, the Surviving Corporation nor Company or its Affiliates may waive such privilege without the prior written consent of the SellersStockholders’ Representative. [Signature Page Follows] The parties hereto, intending to be legally bound hereby, have duly executed this Agreement and Plan of Merger as of the date first above written. ALEXION PHARMACEUTICALS, INC.