Common use of No Solicitation Clause in Contracts

No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder shall not, and shall instruct its Representatives not to, directly or indirectly, (i) initiate, seek or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking place.

No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder The Company shall not, nor shall it authorize or permit any of its Affiliates to, and shall instruct not authorize or permit its and its Affiliates’ respective Representatives not to, directly or indirectly, indirectly (i) initiate, seek or solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) or otherwise take any other action that is reasonably expected to promote, directly or indirectly, facilitate any inquiries regarding, or the making or submission of of, any proposal or offer that constitutes, or would may reasonably be expected to lead to, an the submission of any Company Acquisition Proposal with respect to AkebiaProposal, or, (ii) participate subject to Section ‎4.7(b), conduct or engage in any discussions or negotiations with, or disclose any non-public information or data relating to, Akebia to the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that, to the Company’s Knowledge is seeking to make, or has made, any Company Acquisition Proposal, or (iii) subject to Section ‎4.7(b), approve, endorse or recommend any Company Acquisition Proposal, or (iv) subject to Section ‎4.7(b), enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other similar Contract (other than, for the avoidance of doubt, an Acceptable NDA to the extent permitted by Section ‎4.7(b)) relating to any Company Acquisition Proposal (each, a “Company Acquisition Agreement”), or (v) subject to Section ‎4.7(b), grant any waiver, amendment or release under any standstill or confidentiality agreement or any Anti-takeover Laws or otherwise fail to enforce any of the foregoing (it being understood that the Company shall immediately take all steps within its power necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions), or (vi) resolve or agree to do any of the foregoing. Subject to Section ‎4.7(b), neither the Board nor any committee thereof shall make, withdraw, amend, modify or materially qualify, in a manner adverse to Parent or Sub, the Company Board Recommendation, or recommend a Company Acquisition Proposal, fail to recommend against acceptance of any tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after the commencement of such offer, or make any public statement inconsistent with the Company Board Recommendation, or resolve or agree to take any of the foregoing actions (any of the foregoing a “Change in Recommendation”). The Company shall, and shall cause its Affiliates to, cease immediately and cause to be terminated, and shall not authorize or permit any of its or their Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Company Acquisition Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Affiliates to return or destroy (and confirm destruction of) all such information, subject to Section ‎4.7(b), and shall terminate access of all Persons (other than Parent, the Company and their respective Affiliates and Representatives) to any “data room” with respect to any Company Acquisition Proposal. (b) Notwithstanding the provisions of Section ‎4.7(a), prior to the receipt of the Required Company Vote, the Board, directly or indirectly through any Representative, may, subject to Section ‎4.7(c) and provided that the Company has complied with Section 4.7(a) with respect to the applicable third party, (i) participate in negotiations or discussions with such third party that has made a bona fide, unsolicited Company Acquisition Proposal that the Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, constitutes or could reasonably be expected to make result in a Superior Proposal, and the Company, its Affiliates and its and its Affiliates’ Representatives may enter into an Acceptable NDA with such third party, (ii) furnish to such third party information relating to the Company or any of its Subsidiaries; provided, that all material non-public information provided to such person has previously been provided to Parent prior to or is provided to Parent contemporaneously with the provision to such Person and (iii) grant a waiver under a standstill agreement, but in each case referred to in the foregoing clauses (i), (ii) and (iii), (A) only if the Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that the failure to take such action would be inconsistent with the Board’s fiduciary duties under applicable Law and (B) such third party executes a confidentiality agreement that constitutes an Acceptable NDA. Nothing contained in this Section ‎4.7 shall prevent the Board from disclosing to the Company’s shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Company Acquisition Proposal or any other disclosure required by applicable Law, if the Board determines in good faith, after consultation with respect the Company’s outside legal counsel, that failure to Akebia disclose such position would result in a violation of applicable Law. Any public disclosure by the Company relating to a Company Acquisition Proposal (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Change in Recommendation unless the Board expressly publicly reaffirms its approval or recommendation of this Agreement and the Merger in such disclosure, or in the case of a “stop, look and listen” or similar communication, in a subsequent disclosure on or before the earlier of (i) the last day of the ten (10) business day period under Rule 14d-9(f) under the Exchange Act and (ii) two (2) Business Days before the Company Shareholders’ Meeting. (c) The Company shall notify Parent promptly (but in any event within twenty-four (24) hours and prior to engaging in any of the actions under Section ‎4.7(b)) of (i) any Company Acquisition Proposal, (ii) any initial request for non-public information concerning the Company or any Company Subsidiary related to, or from any Person or group who would reasonably be expected to make a Company Acquisition Proposal, or (iii) any initial request for discussions or negotiations related to any Company Acquisition Proposal. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Company Acquisition Proposal, request, or inquiry and provide copies of any written proposals, draft agreements and all draft or executed financing commitments and related material documentation. The Company shall keep Parent promptly informed of the status of any such Company Acquisition Proposal, including any material changes to the timing, amount or form of consideration, conditionality or other material terms of (or any other material developments with respect to) any Company Acquisition Proposal, request, or inquiry including by promptly, and in any event no later than forty-eight (48) hours after receipt by the Company or any of its Representatives, providing to Parent copies of any additional or revised written proposals, requests, inquiries, draft agreements and all draft or executed financing commitments and related material documentation. The Company agrees that it and its Representatives will not enter into any agreementagreement with any Person subsequent to the date hereof that prohibits the Company from providing any information or materials to Parent in accordance with, or otherwise complying with, this Section ‎4.7. (d) Except as set forth in this Section ‎4.7(d), the Board shall not make any Change in Recommendation or enter into (or permit any Company Subsidiary to enter into) a Company Acquisition Agreement. (i) Notwithstanding anything to the contrary in this Agreement but provided that the Company shall at all times be in compliance with Section 4.7(a), at any time prior to the receipt of the Required Company Vote, the Board may, in response to a Superior Proposal, make a Change in Recommendation or enter into (or permit any Company Subsidiary to enter into) a Company Acquisition Agreement if, (i) the Board, prior to effecting the Change in Recommendation, provides Parent five (5) Business Days prior written notice of its intention to take such action, which notice shall include a description in reasonable detail of such Superior Proposal, (ii) the Company is and remains in compliance with this Section 4.7 during the five (5) Business Days following such written notice, the Board and, if requested by Parent, its Representatives have negotiated in good faith with Parent regarding any revisions to the terms and conditions of the transactions contemplated by this Agreement, including the Merger; and (iii) at the end of the five (5) Business Day period described in the foregoing clause (ii), the Board concludes in good faith, after consultation with the Company’s outside legal counsel and financial advisors (and taking into account any adjustment or modification of the terms of this Agreement which Parent has proposed), that such Company Acquisition Proposal (if any) continues to constitute a Superior Proposal and the failure to make a Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. Any material change to the terms, facts and circumstances relating to the Superior Proposal will be deemed to be a new Superior Proposal, as applicable, for purposes of this Section ‎4.7 and the Company shall be required to comply again with the requirements of this Section ‎4.7(d), except that references to “five (5) Business Days” shall be deemed to be references to “two (2) Business Days.” (ii) Notwithstanding anything to the contrary in this Agreement, at any time prior to the receipt of the Required Company Vote, the Board may make a Change in Recommendation in response to a Company Intervening Event (a “Company Intervening Event Change in Recommendation”) if the Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that the failure to make a Company Intervening Event Change in Recommendation would be inconsistent with the Board’s fiduciary duties under applicable Law, provided, that: (A) Parent shall have received written notice from the Company (a “Company Notice of Intervening Event Change in Recommendation”) of the Company’s intention to make a Company Intervening Event Change in Recommendation at least five (5) Business Days prior to the taking of such action by the Company, which notice shall specify the applicable Company Intervening Event in reasonable detail, (B) during such period and prior to making a Company Intervening Event Change in Recommendation, if requested by Parent, the Company and its Representatives shall have negotiated in good faith with Parent and its Representatives regarding any revisions or adjustments proposed by Parent to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation of this Agreement and the Merger and not make such Company Intervening Event Change in Recommendation and (C) the Company may make a Company Intervening Event Change in Recommendation only if the Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that Parent shall have, prior to the expiration of the 5-Business Day period, offered in writing in a manner that would form a binding contract if accepted by the Company, continues to determine in good faith that such Company Intervening Event exists and that the failure to make a Company Intervening Event Change in Recommendation would, after consultation with the Company’s outside legal counsel and financial advisors, be inconsistent with its fiduciary duties under applicable Law. (iii) For purposes of this Agreement, (A) “Company Acquisition Proposal” means any unsolicited offer or proposal made by a Person or group at any time after the date hereof that would result in such Person or group acquiring, directly or indirectly, beneficial ownership (with respect to securities, within the meaning of Section 13(d) of the Exchange Act) of at least fifteen percent (15%) (based on the fair market value thereof) of the Assets of, equity interest in, or business of, the Company and the Company Subsidiaries, taken as a whole, pursuant to a merger, reorganization, recapitalization, consolidation, license, share exchange, business combination, tender offer, sale of shares of capital stock, sale of assets or other similar transaction, including any letter single or multi-step transaction or series of intentrelated transactions, memorandum of understandingin each case other than the Merger, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an (B) “Superior Proposal” means any Company Acquisition Proposal with respect to Akebia. The Stockholder shallthat if consummated would result in a Person or group owning, and shall instruct its Representatives todirectly or indirectly, (x) cause fifty percent (50%) or more of all classes of outstanding equity securities of the Company or of the surviving entity in a merger involving the Company or the resulting direct or indirect parent of the Company or such surviving entity or (y) fifty percent (50%) or more (based on the fair market value thereof) of the Assets of the Company and the Company Subsidiaries (including capital stock of the Company Subsidiaries), taken as a whole, that the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) is superior, from a financial point of view, to this Agreement and the Merger, taking into account all financial, legal, regulatory and other aspects of such proposal and of this Agreement (including the relative risks of non-consummation and any changes to the terms of this Agreement proposed by Parent to the Company), and (C) a “Company Intervening Event” shall mean any fact, circumstance, occurrence, event, development, change or condition or combination thereof relating directly to the Company, its Assets or its operations that was not known or reasonably foreseeable to the Board as of the date of this Agreement (or if known, the consequences or magnitude of which were not known or reasonably foreseeable) other than (i) changes in the market price or trading volume of the shares of Company Common Stock (however, the underlying reasons for such changes may constitute a Company Intervening Event), (ii) the timing of any consents, registrations, Permits or clearances required to be terminated obtained prior to the Effective Time by the Company or Parent or any solicitationof their respective Subsidiaries from any Governmental Entity in connection with this Agreement and the consummation of the Merger and the other transactions contemplated hereby, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliatesiii) conducted heretofore with respect to an a Company Acquisition Proposal, or which an inquiry, proposal or offer that could reasonably be expected to lead to an a Company Acquisition Proposal, andor the consequences thereof, in connection therewith(iv) the fact that the Company exceeds any internal projections, immediately discontinue access by budgets or forecasts or third-party revenue or earnings predictions or other analyst expectations, projections, forecasts or budgets for any Person period (other than Akebiahowever, Keryx and their Affiliates) to any data room (virtual or otherwise) established the underlying reasons for such purpose and events may constitute a Company Intervening Event), (yv) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations matters set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any clauses (A) through (D) of the foregoing definition of Company Material Adverse Effect and the identity (vi) events set forth on Section ‎4.7(d)(iii) of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeCompany Disclosure Schedule.

No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder SEQUUS shall not, and shall instruct cause its Representatives Subsidiaries not to, directly and shall use its best efforts to cause its and its Subsidiaries' respective officers and directors not to, and shall use commercially reasonable efforts to cause its non-officer employees, investment bankers, attorneys or indirectly, other agents retained by or acting on behalf of SEQUUS or any of its Subsidiaries not to: (i) initiate, seek or solicit, solicit or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promoteencourage, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, constitutes or would is reasonably be expected likely to lead to, an to any Acquisition Proposal with respect to Akebia(as defined in Section 5.2(c) hereof), (ii) participate or engage in negotiations or discussions (other than to advise as to the existence or negotiations substance of the restrictions set forth in this Section 5.2) with, or disclose furnish any non-public information or data relating to, Akebia or any of its Subsidiaries third party relating to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia Proposal, or (iii) enter into any agreementagreement with a Potential Acquiror (other than a confidentiality, including any letter of intent, memorandum of understanding, standstill and nonsolicitation agreement in principle, merger agreement, acquisition agreement or other similar agreement, which satisfies the requirements set forth below) with respect to any Acquisition Proposal or approve any Acquisition Proposal. Notwithstanding anything to the contrary contained in this Section 5.2 or in any other provision of this Agreement, SEQUUS and its board of directors (i) may participate in discussions or negotiations with or furnish non-public information or data to any third party that has made an unsolicited Acquisition Proposal (a "Potential Acquiror") and/or (ii) subject to the provisions of Section 5.2(b), may approve or accept an unsolicited Acquisition Proposal if the board of directors of SEQUUS determines in good faith (A) after receiving written advice from its financial advisor, that such Acquisition Proposal is a Superior Proposal (as defined in Section 5.2(d) hereof), and (B) following consultation with outside legal counsel, that the failure to participate in such discussions or negotiations or to furnish such information or approve or accept an Acquisition Proposal would violate the board's fiduciary duties under applicable law. SEQUUS agrees that any non-public information furnished to a Potential Acquiror will be furnished pursuant to a confidentiality, standstill and nonsolicitation agreement containing provisions at least as favorable to SEQUUS as the confidentiality, standstill and nonsolicitation provisions of the Confidentiality Agreements (as defined in Section 5.3). In the event that SEQUUS shall determine to provide any information as described above, or shall receive any Acquisition Proposal (or any material amendment to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(apreviously received), the Stockholder shall, as promptly as practicable after receipt thereofit shall promptly, and in any event within 24 hours, advise Akebia inform ALZA in writing of any request for information or any Acquisition Proposal with respect as to Akebia, that fact and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide furnish to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and ALZA the identity of the Person or group making any recipient of such request, information to be provided and/or the Potential Acquiror and the terms of such Acquisition Proposal (or inquiry material amendment). (b) Except as provided in this Section 5.2, the board of directors of SEQUUS shall recommend to its stockholders approval of this Agreement and the Merger. The board of directors of SEQUUS shall not (i) withdraw or modify or propose to withdraw or modify, in any manner adverse to ALZA, its approval and recommendation of this Agreement and the Merger or (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal unless, in each case, the board has (x) determined that such Acquisition Proposal is a Superior Proposal, (y) determined in good faith, following consultation with whom outside legal counsel, that the failure to take such action would violate the board's fiduciary duties under applicable law and (z) given at least 72 hours prior written notice to ALZA of its determination under clause (y) of this Section 5.2(b). (c) For purposes of this Agreement, "Acquisition Proposal" shall mean any discussions bona fide proposal (which may be subject to a "due diligence" condition), whether in writing or otherwise, made by a Third Party (as defined below) for: (i) a transaction or series of related transactions pursuant to which any Person (or any group of Persons acting in concert for the specific purpose of allowing SEQUUS to evade the provisions of this Section 5.2) other than ALZA, SEQUUS or Merger Sub, or any affiliate thereof (a "Third Party"), acquires or would acquire (upon completion of such transaction or series of related transactions) shares (or securities exercisable for or convertible into shares) representing more than twenty percent (20%) of the outstanding shares of SEQUUS Common Stock, pursuant to a tender offer or exchange offer or otherwise; (ii) a merger, consolidation, share exchange or other business combination involving SEQUUS or any of its subsidiaries if, upon consummation of such merger, consolidation, share exchange or other business combination, such Third Party (or its shareholders) owns or would own more than twenty percent (20%) of the outstanding equity securities of SEQUUS or any of its subsidiaries or the entity surviving such merger or business combination or resulting from such consolidation; (iii) any other transaction or series of related transactions pursuant to which such Third Party acquires or would acquire (upon completion of such transaction or series of related transactions) primary control of assets of SEQUUS or any of its subsidiaries (including, for this purpose, SEQUUS IP Rights or SEQUUS product rights and outstanding equity securities of subsidiaries of SEQUUS) if the aggregate dollar value of the consideration proposed to be paid by such Third Party to SEQUUS or its Subsidiary in such transaction exceeds $100 million; or (iv) any transaction or series of related transactions pursuant to which such Third Party acquires or would acquire (upon completion of such transaction or series of related transactions) control of the board of directors of SEQUUS or by which nominees of such Third Party are taking place(or would be) elected or appointed to a majority of the seats on the board of directors of SEQUUS.

No Solicitation. (a) From and after the date hereof until the Expiration Datehereof, the Stockholder shall Company will not, and shall instruct will not authorize or (to the extent within its Representatives not control) permit any of its officers, directors, employees, agents, affiliates and other representatives or those of any of its Subsidiaries (collectively, "Company Representatives") to, directly or indirectly, (i) initiate, seek or solicit, or knowingly encourage or facilitate solicit (including by way of furnishing non-public providing information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries prospective acquiror or the making invitation or submission of any proposal inquiries, proposals or offers or any other efforts or attempts that constitutesconstitute, or would may reasonably be expected to lead to, an any Company Acquisition Proposal (as hereinafter defined) from any Person or engage in any negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any such proposal; PROVIDED, HOWEVER, that, notwithstanding any other provision of this Agreement, (i) the Company's Board of Directors may take and disclose to Akebia, the stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act and (ii) participate following receipt from a third party, without any solicitation, encouragement or initiation, directly or indirectly, by the Company or any Company Representative, of a bona fide Company Acquisition Proposal, (x) the Company may engage in discussions or negotiations withwith such third party and may furnish such third party information concerning it, or disclose any non-public information or data relating toand its business, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, properties and assets if such third party executes a confidentiality agreement in principlereasonably customary form and (y) the Board of Directors of the Company may withdraw, merger agreementmodify or not make its recommendation referred to in Section 5.11(b) or terminate this Agreement in accordance with Article 7, acquisition agreement or other similar agreementbut in each case referred to in the foregoing clauses (i) and (ii), only to the extent that the Company's Board of Directors shall conclude in good faith based on the advice of the Company's outside counsel that such action is necessary in order for the Company's Board of Directors to act in a manner that is consistent with respect to an Acquisition Proposal with respect to Akebia. its fiduciary duties under applicable Law. (b) The Stockholder shall, Company shall immediately cease and shall instruct its Representatives to, (x) cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) parties conducted heretofore by the Company or any Company Representatives with respect to an any Company Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from Proposal existing on the date hereof. (bc) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as The Company will promptly as practicable after receipt thereof, (and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect ) communicate to Akebia, and Newco the terms and conditions of any Company Acquisition Proposal that it may receive and will keep Newco informed, as promptly as reasonably practicable, as to the status of any actions, including any discussions, taken pursuant to such request, Company Acquisition Proposal. (d) As used in this Agreement, "Company Acquisition Proposal" means any inquiry, discussions proposal or negotiations, and the Stockholder shall provide offer from any Person relating to Akebia copies any direct or indirect acquisition or purchase of any written materials received by the Stockholder in connection with any a business that constitutes one-third or more of the foregoing and the identity net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, or one-third or more of the outstanding Company Common Stock, any tender offer or exchange offer that if consummated would result in any Person beneficially owning one-third or group making more of the outstanding Company Common Stock, or any such requestmerger, Acquisition Proposal consolidation, business combination, recapitalization, liquidation, dissolution or inquiry similar transaction involving the Company (or with whom any discussions are taking placeSubsidiary or Subsidiaries whose business constitutes one-third or more of the net revenues, net income or assets of the Company and its Subsidiaries taken as a whole), other than the transactions contemplated by this Agreement.

No Solicitation. (a) From Prior to the date hereof until the Expiration DateEffective Time, the Stockholder shall notCompany agrees that neither it, and shall instruct any of its Representatives not torespective Subsidiaries or affiliates, nor any of the respective directors, executive officers, agents or representatives of the foregoing, will, directly or indirectly, (i) initiate, seek or solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constituteswith respect to any merger, consolidation or other business combination involving the Company or any Subsidiary of the Company or the acquisition of all or any significant part of the assets or capital stock (including but not limited to a majority voting interest) of the Company or any Subsidiary of the Company (an "Acquisition Transaction") or (ii) negotiate or otherwise engage in discussions with any person (other than Holdings and its representatives) with respect to any Acquisition Transaction, or would which may reasonably be expected to lead to, to a proposal for an Acquisition Proposal with respect to Akebia, (ii) participate or engage in discussions or negotiations withTransaction, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, arrangement or understanding (including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement principle or other similar agreement) with respect to any such Acquisition Transaction; provided, however, that, the Company may, in response to a proposal or inquiry unsolicited after the Original Execution Date, furnish information to, negotiate or otherwise engage in discussions with any person (pursuant to a customary confidentiality agreement) which makes or indicates in writing an intention or desire to make, and with respect to whom the Board of Directors of the Company has concluded in good faith after consultation with its financial advisor is reasonably capable of making, a Superior Proposal (as herein defined), if the Board of Directors of the Company determines in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law and such proposed Acquisition Transaction was not solicited by it in, or did not otherwise result from a, breach of this Section 6.2 and subject to compliance with the other provisions of this Section 6.2; and provided further that notwithstanding anything to the contrary herein contained, the Board of Directors of the Company may take and disclose to the Company's stockholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act, comply with Rule 14d-9 thereunder and make all other disclosures required by applicable law. Any of the foregoing to the contrary notwithstanding, the Company may engage in discussions with or provide information to any person or group that has made a proposal unsolicited after the Original Execution Date with respect to an Acquisition Proposal Transaction for the limited purpose of determining whether such proposal is, or could lead to, a Superior Proposal. (b) Except as would be inconsistent with respect to Akebia. The Stockholder shallthe fiduciary duties of the Company's Board of Directors under applicable law, the Company agrees that, as of the Original Execution Date, it, its Subsidiaries and affiliates, and the respective directors, executive officers, agents and representatives of the foregoing, shall instruct its Representatives to, (x) immediately cease and cause to be terminated any solicitationexisting activities, encouragement, discussion discussions or negotiation negotiations with or involving any Person person (other than Akebia, Keryx Holdings and their Affiliatesits representatives) conducted heretofore with respect to an any Acquisition ProposalTransaction. The Company agrees to promptly advise Holdings, its Subsidiaries or affiliates, of any inquiries or proposals received by, any such information requested from, or which could reasonably any negotiations or discussions sought to be expected to lead initiated or continued with, the Company, its Subsidiaries or affiliates, or any of the respective directors, executive officers, agents or representatives of the foregoing, in each case from a person (other than Holdings and its representatives) with respect to an Acquisition ProposalTransaction, andand a reasonable summary of the terms thereof, including the identity of such third party (unless disclosing the identity of such third party would violate the terms of any confidentiality or similar agreement binding on the Company and entered into on or prior to September 19, 1997), including any financing arrangement or commitment in connection therewith, immediately discontinue access by any Person (other than Akebiaand, Keryx and their Affiliates) except as otherwise would be inconsistent with the fiduciary duties of the Company's Board of Directors under applicable law, to any data room (virtual update on an ongoing basis or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a)upon Holdings' reasonable request, the Stockholder shallstatus thereof, as promptly well as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information actions taken or any Acquisition Proposal with respect other developments pursuant to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placethis Section 6.

No Solicitation. (a) From the date hereof of this Agreement until the Expiration Dateearlier of the Effective Time or termination of this Agreement, pursuant to Section 9.01, the Stockholder Parent shall not, and shall instruct its Representatives not to, directly or indirectly, and shall not authorize or permit any Subsidiary of the Parent or any Representative of the Parent or Parent Subsidiaries directly or indirectly to, (i) solicit, initiate, seek or solicit, or knowingly encourage or facilitate (including by way induce the making, submission or announcement of furnishing non-public information) any Acquisition Proposal or take any other action that is reasonably expected to promotewould, directly individually or indirectlyin the aggregate, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, (ii) furnish any information regarding Parent or any Parent subsidiaries to any Person in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) with or in response to any data room (virtual an Acquisition Proposal or otherwise) established for such purpose and (y) request the return an inquiry or destruction indication of all confidential and non-public information provided to third parties since January 1, 2017, relating interest that could lead to an Acquisition Proposal, within two (iii) engage in discussions with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract contemplating or otherwise relating to any Acquisition Proposal; provided, however, that nothing herein shall prohibit the Parent's Board of Directors from complying with Rules 14d-9 or 14e-2 under the Exchange Act; and provided, further, that prior to the required Parent stockholder approval, this Section 7.19 shall not prohibit the Parent from furnishing nonpublic information regarding Parent or any Parent Subsidiaries to, or entering into discussions with, any Person in response to an Acquisition Proposal that is submitted to the Parent by such Person (and not withdrawn) if (1) neither the Parent nor any Representative of Parent or any Parent subsidiaries shall have violated in any material respect any of the restrictions set forth in this Section 7.19 (other than Section 7.19(ii) or Section 7.19(iii)), (2) Business Days the Acquisition Proposal constitutes a Parent Superior Proposal, (3) the Board of Directors of the Parent concludes in good faith consistent with advice of outside counsel admitted to practice law in the State of Delaware, that, in light of such Parent Superior Proposal, the failure to take such action would likely be inconsistent with the fiduciary duties of the Board of the Directors of the Parent to the Parent's stockholders under applicable law, (4) at least 24 hours prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, the Parent gives the Company written notice of the identity of such Person and of the Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and the Parent receives from such Person an executed confidentiality agreement containing customary limitations on the date hereofuse and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of the Parent, and (5) prior to furnishing any such nonpublic information to such Person, the Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by the Parent to the Company). Without limiting the generality of the foregoing (x) the parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or any Parent subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Parent subsidiaries, shall be deemed to constitute a breach of this Section 7.19 by the Company, and (y) the Company acknowledges and agrees that the taking of any action permitted by and in accordance with this Section 7.19 shall not constitute a breach of this Agreement. (b) In addition to the obligations set forth The Parent shall promptly (and in Section 4(a), the Stockholder shall, as promptly as practicable no event later than 24 hours after receipt thereofof any Acquisition Proposal, any inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal or any request for nonpublic information) advise the Company orally and in any event within 24 hours, advise Akebia in writing of any Acquisition Proposal, any inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal or any request for nonpublic information relating to Parent or any Acquisition Proposal with respect to Akebia, and Parent subsidiaries (including the terms and conditions identity of the Person making or submitting such request, Acquisition Proposal, inquiry, discussions indication of interest or negotiationsrequest, and the Stockholder terms thereof) that is made or submitted by any Person prior to the Closing. The Parent shall provide keep the Company fully informed with respect to Akebia copies the status of any written materials received by such Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto. (c) The Parent shall immediately cease and cause to be terminated any existing discussions with any Person that relate to any Acquisition Proposal. (d) The Parent agrees not to release or permit the Stockholder release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, "standstill" or similar agreement to which Parent or any Parent subsidiaries is a party, and will use its reasonable best efforts to enforce or cause to be enforced each such argument at the request of the Company. The Parent also will promptly request each Person that has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of a possible acquisition transaction or equity investment to return all confidential information heretofore furnished to such Person by or on behalf of Parent or any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeParent Subsidiaries.

No Solicitation. (a) From the date hereof until the Expiration Date, none of the Stockholders shall, and each Stockholder shall not, instruct and shall instruct use its reasonable best efforts to cause its Representatives not to, directly or indirectly, (ia) initiate, seek or solicit, propose, knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any Competing Proposal or any inquiry or proposal that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia, a Competing Proposal; (iib) participate or engage in negotiations or discussions or negotiations (other than informing Persons of the provisions contained in this Section 5 in response to a bona fide, unsolicited inquiry) with, or disclose furnish any non-public nonpublic information or data relating to, Akebia any Person relating to a Competing Proposal or any inquiry, proposal or request that constitutes or would reasonably be expected to lead to a Competing Proposal; (c) grant access to the properties, books, records or personnel of the Company or its Subsidiaries, or of such Stockholder or any of its Subsidiaries Representatives related to the Company or its Subsidiaries, to any Person relating to any Competing Proposal or any inquiry or proposal that has made constitutes or could would reasonably be expected to make an Acquisition Proposal with respect lead to Akebia a Competing Proposal; (d) grant any waiver, amendment or release (iiito the extent not automatically waived, amended or released upon announcement of, or entering into, this Agreement) of any Third Party under any standstill or confidentiality agreement; (e) approve, endorse, recommend, or execute or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement or Contract relating to a Competing Proposal or any proposal or offer that constitutes or would reasonably be expected to lead to a Competing Proposal (other than the Merger); (f) encourage or recommend that any other holder of Shares vote against the Merger or to not tender their Shares in the Offer; (g) cause or direct the Company or any of its Subsidiaries or Representatives to violate Section 6.5 of the Merger Agreement; (h) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract with respect to an Acquisition Proposal with respect a Competing Proposal; or (i) resolve or agree to Akebiado any of the foregoing. The Each Stockholder shall, and shall instruct and use its reasonable best efforts to cause its Representatives to, (x) cause to be terminated immediately cease any solicitation, encouragement, discussion or negotiation discussions with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect relating to an Acquisition Proposal, any inquiry or which could proposal that constitutes or would reasonably be expected to lead to an Acquisition a Competing Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking place.

No Solicitation. (a) From the date hereof until the Expiration DateExcept as otherwise provided for in this Agreement, the Stockholder shall notCompany agrees that it and its Subsidiaries shall, and that it shall instruct cause its Representatives not toand their respective directors, directly officers or indirectlyother employees, (i) initiate, seek or solicitcontrolled Affiliates, or knowingly encourage any investment banker, attorney, accountant or facilitate other agent or representative retained by any of them (including by way of furnishing non-public informationcollectively, “Representatives”) or take to immediately cease any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia, (ii) participate or engage in discussions or negotiations with, or disclose with any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person Persons that has made or could reasonably may be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, ongoing with respect to an Acquisition Proposal and, until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article VIII, not, directly or indirectly: (i) solicit, initiate, knowingly facilitate or knowingly encourage any Acquisition Proposal; (ii) participate in any negotiations regarding, or furnish to any person any nonpublic information with respect to, any Acquisition Proposal; (iii) engage in discussions with any person with respect to Akebiaany Acquisition Proposal; (iv) approve or recommend any Acquisition Proposal; (v) enter into any letter of intent or similar document or any agreement or commitment providing for any Acquisition Proposal; (vi) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including any transaction under, or a third party becoming an “interested stockholder” under, Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company, inapplicable to any person other than Parent and its Affiliates or to any transactions constituting or contemplated by an Acquisition Proposal; or (vii) resolve or agree to do any of the foregoing. The Stockholder shallCompany shall promptly after the date hereof instruct each person that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to an Acquisition Proposal or potential Acquisition Proposal with or for the benefit of the Company promptly (and in any case within five Business Days) to return or destroy all information, documents and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such person or any of its Representatives in accordance with the terms of any confidentiality agreement with such person, and shall instruct use reasonable best efforts to enforce, and not waive without Parent’s prior written consent, any standstill or similar provision in any confidentiality or other agreement with such person; provided, that if the Special Committee determines in good faith, after consultation with outside counsel, that it would be inconsistent with its Representatives tofiduciary obligations under Delaware Law not to do so, the Company may waive any standstill or similar provisions in its agreements to the extent necessary to permit a person to make, on a confidential basis to the Special Committee, an Acquisition Proposal, conditioned upon such Person agreeing to disclosure of such Acquisition Proposal to Parent and Acquisition Sub, in each case as contemplated by and subject to compliance with this Section 5.02. (b) Notwithstanding the limitations set forth in Section 5.02(a), if after the date of this Agreement but prior to the receipt of the approvals contemplated by Section 7.01(a), the Company receives an unsolicited bona fide Acquisition Proposal that did not result from a breach of this Section 5.02, which the Special Committee determines in good faith, after consultation with the Company’s outside counsel and financial advisor, constitutes or is reasonably likely to lead to a Superior Proposal (a “Competing Proposal”), and, after consultation with outside counsel, that the failure to take the actions described in clauses “(i)” and “(ii)” below would be inconsistent with the Special Committee’s fiduciary duties under Delaware Law, then the Company may take the following actions: (i) furnish information to the third party making such Acquisition Proposal (provided, that substantially concurrently the Company makes available such information to Parent to the extent such information was not previously made available to Parent) and (ii) engage in discussions and negotiations with the third party and its representatives with respect to such Acquisition Proposal, in each case of clauses “(i)” and “(ii)”, if, and only if, prior to so furnishing any such information, the Company receives from the third party an executed confidentiality agreement that (x) cause in the good faith judgment of the Company contains terms that are no less favorable in the aggregate to be terminated the Company than the Confidentiality Agreement or (y) that was entered into by the Company with another party in connection with an Acquisition Proposal or potential Acquisition Proposal prior to the execution and delivery of this Agreement (any solicitationsuch confidentiality agreement described in the immediately preceding clause (x) or (y), encouragementan “Acceptable Confidentiality Agreement”); provided, discussion however, that the Company shall provide written notice to Parent after any such determination by the Special Committee and before taking any of the actions described in clauses “(i)” and “(ii)” above. From and after the execution of this Agreement, the Company shall notify Parent promptly (but in any event within two Business Days) of the receipt of any Acquisition Proposal and (A) if it is in writing, deliver to Parent a copy of such Acquisition Proposal and any related draft agreements and other written material setting forth the terms and conditions of such Acquisition Proposal or negotiation (B) if oral, provide to Parent a detailed summary of the material terms and conditions thereof, including the identity of the person making such competing proposal. The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and material details of any such Competing Proposal and with respect to any material change to the terms of any such Competing Proposal within one Business Day of such material change. (c) Neither the Company nor any of its Subsidiaries shall terminate, amend, modify or involving waive any rights under, or release any Person (other than AkebiaParent and Acquisition Sub) from, Keryx any “standstill” or other similar agreement between the Company or any of its Subsidiaries, on the one hand, and their Affiliatessuch Person, on the other, unless the Special Committee determines in good faith (after consultation with outside legal counsel) conducted heretofore that the failure to take such action would be inconsistent with respect its fiduciary duties under Delaware Law. (d) Subject to Section 5.02(e), neither the Company Board nor any committee thereof, including the Special Committee, shall: (i) withhold, withdraw, amend, qualify or modify in a manner adverse to Parent or Acquisition Sub, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent or Acquisition Sub, the Company Board Recommendation; or (ii) approve, endorse or recommend an Acquisition Proposal; (each of clauses “(i)” and “(ii)”, a “Company Board Recommendation Change”); provided, further, that a “stop, look and listen” communication by the Special Committee to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act or which could reasonably a statement that the Special Committee has received and is currently evaluating a written proposal or offer regarding a Competing Proposal shall not be expected prohibited or be deemed to lead to an be a Company Board Recommendation Change as long as the Special Committee expressly publicly reconfirms the Company Board Recommendation in such disclosure. At any time following the making by any Person of a public Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) Parent may submit a written request to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, Special Committee that the Special Committee publicly reconfirm the Company Board Recommendation within two (2) Business Days from the date hereofafter receipt of such a request. (be) In addition Notwithstanding the foregoing or anything to the obligations contrary set forth in this Agreement, at any time prior to the receipt of the approvals contemplated by Section 4(a7.01(a), the Stockholder shallSpecial Committee (or the Company Board acting on the recommendation of the Special Committee) may: (i) make a Company Board Recommendation Change only in response to (A) the Company receiving an unsolicited, as promptly as practicable bona fide written Acquisition Proposal not involving a breach of this Agreement that the Special Committee (or the Company Board acting on the recommendation of the Special Committee) determines in good faith, after receipt thereofconsultation with its financial advisor and outside legal counsel, constitutes a Superior Proposal or (B) an Intervening Event; or (ii) if the Company has complied with this Section 5.02, cause the Company to terminate this Agreement and, substantially concurrently with, and as a condition to, such termination, cause the Company to enter into a definitive written agreement providing for such Superior Proposal, which proposal did not result from any breach of this Section 5.02, if and only if, in all cases, (x) the Special Committee determines in good faith, after consulting with and receiving advice from outside counsel, that the failure to (1) effect a Company Board Recommendation Change or (2) terminate this Agreement and enter into a definitive written agreement providing for a Superior Proposal, in each case, would be inconsistent with its fiduciary duties under Delaware Law and (y) the Company complies with the provisions of Section 5.02(g) and Section 5.02(h). (f) Nothing in this Agreement shall prohibit the Special Committee (or the Company Board acting on the recommendation of the Special Committee) from: (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act; and (ii) making any event within 24 hoursdisclosure to the Company Stockholders that the Special Committee (or the Company Board acting on the recommendation of the Special Committee) determines in good faith (after consultation with its outside legal counsel) that the failure to make such disclosure would be inconsistent with its fiduciary duties to the Company Stockholders under Delaware Law; provided, advise Akebia that, (A) this Section 5.02(f) shall not in writing and of itself be deemed to permit the Special Committee to make a Company Board Recommendation Change that would not otherwise be permitted pursuant to Section 5.02(e), and (B) in either such case, any request for information such statement(s) or disclosures made by the Company Board or the Special Committee will be subject to the terms and conditions of this Agreement, including the provisions of Article VIII. Without limiting the generality of the foregoing, a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal, that the Company is evaluating such Acquisition Proposal and the provisions of this Agreement related thereto, or any Acquisition other disclosure permitted by this Section 5.02(f) shall not be deemed a Company Board Recommendation Change as long as the Special Committee expressly publicly reconfirms the Company Board Recommendation in such disclosure. (g) Subject to Section 5.02(h), (i) no Company Board Recommendation Change may be made in response to a Superior Proposal or Intervening Event and (ii) no termination of this Agreement in accordance with respect to AkebiaSection 5.02(e) may be made: (A) until the fourth (4th) Business Day following Parent’s receipt of written notice from the Company advising Parent that the Special Committee (or the Company Board acting on the recommendation of the Special Committee) intends to, and in the case of clause “(i)”, make such Company Board Recommendation Change, or, in the case of clause “(ii)”, terminate this Agreement in accordance with Section 5.02(e) (each, a “Company Board Recommendation Notice”) which notice shall specify (1) in the case of such an action taken in connection with a Superior Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and Superior Proposal (including the identity of the Person making such Superior Proposal and a copy of the then-current forms of all of the relevant proposed transaction documents related thereto, including definitive agreements with respect to such Superior Proposal) or group making (2) if the basis of the proposed action by the Special Committee (or the Company Board acting on the recommendation of the Special Committee) is an Intervening Event, a detailed description of the Intervening Event; and (B) unless the Company shall, (x) during the four (4) Business Day period specified above (and any additional period related to a revision to the Superior Proposal, as provided below), negotiate, and cause its financial and legal advisors to negotiate, with Parent in good faith (to the extent Parent desires to negotiate) with respect to any adjustments proposed by Parent to the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal (or, in the case of a Company Board Recommendation Notice that is related to an Intervening Event, so that the failure to make such Company Board Recommendation Change would no longer be inconsistent with the Company Board’s or the Special Committee’s fiduciary duties under Delaware Law) and no agreement is reached and (y) concurrently with, and as a condition to, the termination of this Agreement pursuant to Section 5.02(e), pay the Termination Fee as set forth in Section 8.03(b)(i). (h) The parties agree that, in the case of such actions taken in connection with a Superior Proposal, any material amendment to the financial terms or other material terms of such Superior Proposal shall require a new Company Board Recommendation Notice and an additional two Business Day period (the period inclusive of all such days, the “Notice Period”). The Company agrees that: (i) during the Notice Period the Company shall, and shall cause its financial advisors and outside legal counsel to, negotiate with Parent in good faith (if Parent indicates to the Company that it desires to negotiate) the terms of this Agreement and (ii) the Company shall take into account all changes and adjustments to the terms of this Agreement proposed by Parent in determining whether such Acquisition Proposal continues to constitute a Superior Proposal. The Company shall promptly keep Parent informed of all developments affecting the material terms of any such request, Acquisition Superior Proposal or inquiry or (and the Company shall provide Parent with whom copies of any discussions are taking placeadditional material written materials received that relate to such Superior Proposal).

No Solicitation. (a) From and after the date hereof until hereof, --------------- Telco, without the Expiration Dateprior written consent of EXCEL, the Stockholder shall will not, and shall instruct will not authorize or permit any of its Party Representatives not (as defined in Section 7.5(b) hereof) to, directly or indirectly, (i) initiate, seek or solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, facilitate any inquiries or the making or submission of any proposal that constitutes, which constitutes or would may reasonably be expected to lead to, to an Acquisition Proposal with respect (as defined below) from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; provided, however, that notwithstanding any -------- ------- other provision hereof, Telco may (i) at any time prior to Akebiathe time its stockholders shall have voted to approve this Agreement, (ii) participate respond to, or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or a third party who (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated without any solicitation, initiation, encouragement, discussion or negotiation negotiation, directly or indirectly, by or with Telco or involving any Person its Party Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning Telco and its business, properties and assets if, and only to the extent that, (other than Akebia, Keryx and their AffiliatesA)(x) conducted heretofore with respect to an the third party has first made a bona fide Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose Proposal and (y) request the return Board of Directors of Telco shall conclude in good faith, after considering applicable law, on the basis of oral or destruction written advice of all confidential outside counsel, that such action is necessary for the Board of Directors of Telco to act in a manner consistent with its fiduciary duties under applicable law and non-public (B) prior to first furnishing such information to or entering into discussions or negotiations with such person, Telco (x) provides prompt notice to EXCEL to the effect that it is furnishing information to or entering into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement (as defined in Section 7.5(b) hereof), (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) provided Telco terminates this Agreement pursuant to third parties since January 1Section 9.1(h) hereof, 2017, relating to accept an Acquisition Proposal, within two (2) Business Days Proposal from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal a third party. Consistent with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing provisions of this Section 6.3, Telco shall immediately cease and the identity of the Person or group making terminate any such request, Acquisition Proposal or inquiry or with whom any discussions are taking place.currently

No Solicitation. (a) From Subject to the provisions of this Section 6.3, after the date hereof until and prior to the Expiration DateEffective Time, the Stockholder Company agrees that the Company and its Subsidiaries shall not, and that it shall instruct use its Representatives not toreasonably best efforts to cause the officers, directly directors, employees, investment bankers, attorneys and other advisors or indirectlyrepresentatives (collectively, “Representatives”) of the Company or its Subsidiaries to not, (i) solicit, initiate, seek or solicit, or knowingly encourage the making, submission or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission announcement of any proposal that constitutesinquiry regarding, or any proposal or offer which would reasonably be expected to lead to, a merger, acquisition, consolidation, tender offer, exchange offer or other transaction involving, or any proposal or offer to purchase or acquire in any manner, directly or indirectly, (A) assets (including equity interests of a Company Subsidiary) representing 15% or more of the assets or revenues of the Company and its Subsidiaries taken as a whole, or (B) 15% or more of the voting securities of the Company, other than, in each case, transactions with Parent (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal with respect to AkebiaProposal”), (ii) participate enter into, participate, continue or otherwise engage in discussions or negotiations with, or disclose provide any non-public information to any Person (other than Parent, Sub and their Representatives) with respect to any inquiries regarding, or data relating tothe making, Akebia submission or announcement of, an Acquisition Proposal, (iii) enter into or approve any letter of intent, agreement in principle, option agreement, share purchase agreement, acquisition agreement or similar agreement for an Acquisition Proposal, or (iv) terminate, waive, amend or modify any provision of, or grant permission under, any standstill, confidentiality agreement or similar contract to which the Company or any Company Subsidiary is a party; provided, that the foregoing shall not prohibit the Board of Directors from terminating, waiving, amending or modifying any provision of, or granting permission under, any standstill, confidentiality agreement or similar contract if the Board of Directors determines in good faith that the failure to take such action, would be reasonably likely to constitute a breach of the Board of Directors’ fiduciary duties to the Company’s stockholders under applicable Law. The Company shall (i) immediately cease and cause to be terminated any existing solicitation, discussion or negotiation with any Person (other than Parent, Sub or their Representatives) conducted prior to the date of this Agreement by the Company, its Subsidiaries or any of their respective Representatives with respect to any actual or potential Acquisition Proposal and (ii) as promptly as reasonably practicable request that all confidential information provided by or on behalf of the Company or any of its Subsidiaries to any Person that has made such third party be returned or could reasonably be expected destroyed. (b) Subject to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreementthe provisions of this Section 6.3, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shallthe Company may, and shall instruct may authorize any of its Representatives to, prior to the date on which the Stockholder Approval is obtained, (xA) cause in response to be terminated a request by a Person who has made a bona fide written Acquisition Proposal that was not initiated or solicited in violation of Section 6.3(a), provide information to such Person (including to potential financing sources of such Person), if the Company receives from such Person so requesting the information an executed confidentiality agreement no more favorable in any solicitationmaterial respect to such Person than the Confidentiality Agreement (as defined in Section 6.4) is to Parent (it being agreed that the Company shall promptly provide to Parent, encouragementin accordance with the terms of the Confidentiality Agreement, discussion any information concerning the Company or negotiation its Subsidiaries provided to such other Person which was not previously provided to Parent); and/or (B) engage in discussions or negotiations with or involving any Person (other than Akebiaand such Person’s potential financing sources) who has made a bona fide written Acquisition Proposal that was not initiated or solicited in violation of Section 6.3(a), Keryx if, in each case, the Board of Directors determines in good faith after consultation with the Company’s financial advisor and their Affiliatesoutside legal counsel that (1) conducted heretofore with respect failure to take this action would be reasonably likely to constitute a breach of its fiduciary duties to the Company’s stockholders under applicable Law and (2) the Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. As used in this Agreement, “Superior Proposal” means an unsolicited, bona fide written Acquisition Proposal made after the date hereof (for this purpose substituting “60%” for each reference to 15% in the definition of “Acquisition Proposal”) and that the Board of Directors determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel) is reasonably expected to be consummated on the terms proposed, taking into account all legal, financial and regulatory aspects of the proposal, including the financing terms thereof and the Person making such proposal, and if consummated would result in a transaction that is more favorable to the stockholders of the Company from a financial point of view than the transactions contemplated by this Agreement (after taking into account any revisions to the terms of the transactions contemplated by this Agreement agreed to by Parent pursuant to Section 6.3(c)). (c) The Company shall notify Parent orally and in writing promptly (and in any event within 24 hours) after receipt of any Acquisition Proposal or any request for information or inquiry which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder . The written notice shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and include the identity of the Person making such Acquisition Proposal, request or group making inquiry, the material terms of the Acquisition Proposal, request or inquiry (including any material written amendments or modifications, or any proposed material written amendments or modifications, thereto), and the Company shall keep Parent reasonably informed on a current basis of any material changes with respect to such requestAcquisition Proposal, request or inquiry. The Company shall provide Parent with at least 36 hours prior notice (or such shorter notice as may be provided to the Board of Directors) of any meeting of the Board of Directors at which the Board of Directors is reasonably expected to determine that an Acquisition Proposal is a Superior Proposal. The Company shall not exercise its right to terminate this Agreement pursuant to Section 8.1(e) hereof, and any purported termination pursuant thereto shall be void of no force or inquiry effect, until after the fifth Business Day following Parent’s receipt from the Company of written notice (i) advising Parent that the Board of Directors has received a Superior Proposal, specifying the material terms and conditions of the Superior Proposal (and attaching a copy of the definitive agreement related thereto, if available) and stating that the Board of Directors intends to exercise its right to terminate this Agreement pursuant to Section 8.1(e). The Company agrees that after notifying Parent that an Acquisition Proposal is a Superior Proposal, including during the five-Business Day period specified in the preceding sentence (such period, the “Parent Review Period”), Parent will be permitted to propose to the Company revisions to the terms of the transactions contemplated by this Agreement, and the Company and its Representatives will, if requested by Parent, consider in good faith any revisions to the terms of the transactions contemplated by this Agreement proposed by Parent. The Company shall not be entitled to terminate this Agreement pursuant to Section 8.1(e) if Parent has, during the Parent Review Period, made a binding offer that, after consideration of such offer by the Board of Directors in good faith and after consultation with the Company’s financial advisor and outside legal counsel, results in the Board of Directors concluding that such Superior Proposal no longer constitutes a Superior Proposal. In the event of any amendment to the consideration or any other material revisions to the Superior Proposal, the Company shall be required to deliver a new written notice to Parent and to comply with whom the requirements of this Section 6.3(c) with respect to such new written notice (including a new Parent Review Period except that the new Parent Review Period shall be three Business Days). (d) The Company agrees that any discussions are action taken by any of its Subsidiaries or a Representative of the Company or any of its Subsidiaries that, if taken by the Company, would constitute a breach of the restrictions set forth in this Section 6.3, shall be deemed to be a breach of this Agreement (including this Section 6.3) by the Company. (e) Nothing contained in this Section 6.3 shall prohibit the Company or its Board of Directors from taking placeand disclosing to the Company’s stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to the Company’s stockholders which, in the judgment of the Board of Directors after receiving advice of outside legal counsel, is reasonably likely to be required under applicable Law.

No Solicitation. (a) From Each of the date hereof until the Expiration DateCompany and Parent (each, a “No-Shop Party” and, with respect to each other, the Stockholder shall not“Other Party”) agrees that neither it nor any of its Subsidiaries shall, and each No Shop Party shall instruct cause its and its Subsidiaries’ Representatives not to, directly or indirectly, (i) solicit, initiate, seek approve, endorse, recommend or solicitencourage, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is designed to, or which would reasonably be expected to promoteto, directly or indirectlyfacilitate, any inquiries inquiry or the making or submission announcement of any proposal or offer that constitutes, or that would reasonably be expected to lead to, an Acquisition Proposal with in respect to Akebiaof such No-Shop Party, (ii) engage, continue or otherwise participate or engage in any discussions or negotiations withregarding, or disclose any furnish (or cause to be furnished) non-public information relating to such No-Shop Party or data relating toany of its Subsidiaries or afford access to properties, Akebia books or records of the No-Shop Party or any of its Subsidiaries to any Person that has made in connection with or could reasonably be expected to make an in furtherance of any Acquisition Proposal with respect to Akebia or Proposal, (iii) approve or recommend, or propose to approve or recommend, or consummate, execute or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, exchange agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives constituting or related to, (x) cause or that is intended to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could would reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person Proposal (other than Akebiaconfidentiality agreements contemplated by this Section 7.3), Keryx or (iv) propose publicly or agree to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this paragraph by any Representative of a No-Shop Party or any of its Subsidiaries, whether or not such Person is purporting to act on behalf of such No-Shop Party or any of its Subsidiaries or otherwise, shall be a breach of this Section 7.3(a) by such No-Shop Party. Notwithstanding the foregoing, at any time prior to (but not after) obtaining the Company Shareholder Approval or the Parent Shareholder Approval, as applicable, a No-Shop Party may, directly or indirectly through its Representatives, (i) furnish information and their Affiliates) access, but only in response to a written request for information or access, to any data room (virtual person making an Acquisition Proposal which was not solicited, initiated, knowingly encouraged or otherwise) established for such purpose knowingly facilitated by the No-Shop Party or any of its Subsidiaries, Affiliates or Representatives and (yii) may participate in discussions and negotiate with such Person concerning any such unsolicited Acquisition Proposal, if and only to the extent all of the following conditions are met: (A) the No-Shop Party has not breached this Section 7.3(a) in any material respect with respect to such Acquisition Proposal, (B) the No-Shop Party’s Board of Directors determines in good faith, after receipt of advice from outside counsel and a financial advisor of nationally recognized reputation, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, and (C) the No-Shop Party enters into a customary confidentiality agreement with the Person making such Acquisition Proposal which is (1) no less favorable to the No-Shop Party and (2) no less restrictive of such Person than the Confidentiality Agreement, dated May 28, 2010, as amended on June 1, 2010, between Parent and the Company (the “Confidentiality Agreement”) and all such information provided thereunder has previously been provided to the Other Party or is provided to the Other Party concurrently with its provision to such Person. (b) Except as expressly permitted by this Section 7.3(b), neither the Board of Directors of a No-Shop Party nor any committee thereof shall (i) fail to make, withdraw, modify or qualify, or propose publicly to withhold, withdraw, modify or qualify, in any manner adverse to the Other Party, the Company Recommendation or the Parent Recommendation, as applicable, (ii) make any other public statement that is inconsistent with the Company Recommendation or the Parent Recommendation, as applicable, (iii) recommend, endorse, adopt or approve, or propose publicly to recommend, endorse, adopt or approve, any Acquisition Proposal or (iv) fail to reaffirm or re-publish within five business days upon request by the Other Party (publicly if so requested) the Company Recommendation or the Parent Recommendation, as applicable (any action or failure described in this clause (i) being referred to as a “Company Adverse Recommendation Change” or a “Parent Adverse Recommendation Change”, as applicable). Notwithstanding the foregoing, at any time prior to (but not after) obtaining the Company Shareholder Approval or the Parent Shareholder Approval, as applicable, and subject to the No-Shop Party’s compliance at all times with the provisions of this Section 7.3, (i) the Board of Directors of the No-Shop Party may make a Company Adverse Recommendation Change or a Parent Adverse Recommendation Change, as applicable, or (ii) the No-Shop Party may terminate this Agreement and enter into an agreement, understanding or arrangement providing for an Acquisition Proposal (a “Superior Acquisition Proposal Termination”), in each case, if and only to the extent all of the following conditions are met: (A) the Acquisition Proposal has not been withdrawn, (B) the No-Shop Party’s Board of Directors determines in good faith, after receipt of advice from outside counsel and a financial advisor of nationally recognized reputation, that such Acquisition Proposal constitutes a Superior Proposal, (C) the No-Shop Party’s Board of Directors determines in good faith, after receipt of advice from outside counsel, that the failure to take such action would be reasonably likely to result in a breach of fiduciary duties to the shareholders of the No-Shop Party under Applicable Law, and (D) in the case of a Superior Acquisition Proposal Termination, the concurrent payment of the applicable Termination Fee in accordance with Section 9.5(a) or Section 9.5(b), as applicable; provided, however, no Company Adverse Recommendation Change or Parent Adverse Recommendation Change, as applicable, or Superior Acquisition Proposal Termination may be made or occur, in each case, (1) until after the third business day following the Other Party’s receipt of written notice (a “Change/Intent to Terminate Notice”) from the No-Shop Party advising the Other Party that the No-Shop Party’s Board of Directors intends to take such action or the No-Shop Party intends to terminate this Agreement, which Change/Intent to Terminate Notice will specify the terms and conditions of such Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Change/Intent to Terminate Notice and a new three business day period); (2) unless during such three business day period, the No-Shop Party shall, and shall cause its financial and legal advisors to, upon the Other Party’s request, discuss with the Other Party in good faith this Agreement and any adjustments to the terms and conditions of this Agreement that the Other Party may propose in response to the Acquisition Proposal; and (3) if, prior to the expiration of such three business day period, the Other Party makes a proposal to adjust the terms and conditions of this Agreement that the No-Shop Party’s Board of Directors determines in good faith, after receipt of advice from outside legal counsel and a financial advisor of nationally recognized reputation, to be at least as favorable as the Acquisition Proposal so that such Acquisition Proposal no longer constitutes a Superior Proposal; provided, however, that the No-Shop Party need not comply with the provisions of subclauses (2) and (3) of this Section 7.3(b) if the No-Shop Party’s Board of Directors determines in good faith, after receipt of advice from a financial advisor of nationally recognized reputation, that such Superior Proposal (as specified in the Change/Intent to Terminate Notice issued to the Other Party pursuant to subclause (1) of this Section 7.3(b)) constitutes a Special Valuation Proposal. (c) In addition to the obligations of each No-Shop Party set forth in paragraphs (a) and (b) of this Section 7.3, each No-Shop Party shall promptly (and in any event within 24 hours after receipt thereof) advise the Other Party orally and in writing of any Acquisition Proposal or any inquiry with respect to or that would reasonably be expected to lead to any Acquisition Proposal, including the material terms and conditions of any such Acquisition Proposal or inquiry (including any changes thereto). Each No-Shop Party shall (i) keep the Other Party reasonably informed of the status and details (including any change to the terms thereof) of any such Acquisition Proposal or inquiry and (ii) provide to the Other Party as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to such No-Shop Party or any of its Subsidiaries from any Person that describes any of the terms or conditions of any Acquisition Proposal; provided, however, that such No-Shop Party need not inform the Other Party regarding the identity of the Person making any such Acquisition Proposal or inquiry. (d) Nothing contained in this Section 7.3 shall prohibit any No-Shop Party or any Board of Directors of a No-Shop Party from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act, or other Applicable Law, if, in the good faith judgment of the No-Shop Party’s Board of Directors, after receipt of advice from outside counsel, failure to so disclose would be reasonably likely to result in a breach of its fiduciary duties to shareholders of the No-Shop Party under Applicable Law; provided, however, that in no event shall the No-Shop Party or its Board of Directors take, or agree or resolve to take, any action prohibited by Section 7.3(b). (e) Each No-Shop Party (i) shall, and shall cause its Subsidiaries to, immediately cease and cause to be terminated and shall cause its and its Subsidiaries’ Representatives to, immediately cease and cause to be terminated, all discussions and negotiations, if any, with any Person conducted heretofore with respect to any Acquisition Proposal in respect of such No-Shop Party and (ii) shall promptly request the return or destruction of all confidential information previously furnished and non-public information provided immediately terminate all physical and electronic dataroom access previously granted to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereofany such Person or its Representatives. (bf) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing For purposes of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking place.this Agreement:

No Solicitation. (a) From None of IHI and its Subsidiaries, or T-3 and its Subsidiaries will (nor will they permit any of their respective Affiliates, officers, directors, representatives, or agents to), prior to the date hereof until earlier of the Expiration Date, Closing Date or the Stockholder shall not, and shall instruct its Representatives not totermination of this Agreement pursuant to Section 8.1, directly or indirectly, (i) initiate, seek or solicit, initiate or knowingly encourage the submission of any proposal for a Sale Transaction, (ii) enter into any agreement with respect to any Sale Transaction or facilitate give any approval with respect to any Sale Transaction, or (including by way of furnishing non-public informationiii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to or take any other action that is reasonably expected to promote, directly or indirectly, facilitate any inquiries or the making or submission of any proposal that constitutes, or would may reasonably be expected to lead to, an Acquisition Proposal any Sale Transaction or any proposal for a Sale Transaction. Notwithstanding the preceding sentence, if at any time the Board of Directors of IHI or T-3 determines in good faith, (i) based on the advice of outside counsel, that it is advisable to do so in order to comply with its fiduciary duties to its stockholders under Applicable Law and (ii) after consultation with its financial advisors, that the Sales Transaction, if completed, would result in a transaction superior to the transaction contemplated by this Agreement, taking into account, among other things, the long term interests of IHI or T-3, as applicable, and their stockholders (a "Superior Proposal"), IHI or T-3 (and their respective officers, directors, representatives or agents) may in response to a written proposal for a Sale Transaction not solicited on or after the date hereof, subject to compliance with Section 6.13(c), (A) furnish information with respect to Akebiaitself or a Subsidiary pursuant to a customary confidentiality agreement to any Person making such proposal, and (iiB) participate in negotiations regarding such proposal. Without limiting the foregoing, it is understood that any violations of the restrictions set forth in this Section 6.13(a) by any of a party's officers, directors, representatives, agents, Affiliates or engage in discussions Subsidiaries, whether or negotiations with, or disclose any non-public information or data relating to, Akebia not such Person is purporting to act on behalf of such party or any of its Subsidiaries or otherwise, shall be deemed to any Person that has made be a breach of this Section 6.13(a) by such party. (b) Neither of the Boards of Directors of IHI or could reasonably be expected T-3 shall (i) withdraw or modify, or propose to make an Acquisition Proposal with respect withdraw or modify, in a manner adverse to Akebia the approval (including, without limitation, the Board of Directors' resolution providing for such approval) of this Agreement or the transactions contemplated hereby or (iiiii) enter into approve or recommend, or propose to approve or recommend, any agreementSale Transaction, including any letter except in the event the Board of intent, memorandum Directors of understanding, agreement a party determines in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives togood faith, (x) cause based on the advice of outside counsel, that it is advisable to be terminated do so in order to comply with its fiduciary duties to its stockholders under Applicable Law and (y) after consultation with its financial advisors, that the Sale Transaction is a Superior Proposal, and then only at or after the termination of this Agreement pursuant to Section 8.1(f) or 8.1(g). (c) In addition to the obligations set forth in subsections (a) and (b) of this Section 6.13, each party promptly shall advise the others orally and in writing of any solicitation, encouragement, discussion request for information or negotiation with of any proposed Sale Transaction or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore inquiry with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a)proposed Sale Transaction, the Stockholder shallidentity of the Person making any such request, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information proposed Sale Transaction or any Acquisition Proposal with respect to Akebia, inquiry and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and thereof. Each party will keep the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any others fully informed of the foregoing status and the identity details (including amendments or proposed amendments) of the Person or group making any such request, Acquisition Proposal proposed Sale Transaction or inquiry inquiry, and each party shall keep confidential such information provided to it by another party pursuant to this Section 6.13(c), subject to any judicial or with whom any discussions are other legal order, directions or obligations to disclose such information. (d) Nothing contained in this Section 6.13 shall prohibit IHI from taking placeand disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act.

No Solicitation. (a) From Except as permitted by this Section 5.3, during the date hereof until Pre-Closing Period the Expiration Date, the Stockholder Company shall not, and shall instruct cause its officers and directors not to, and shall use reasonable best efforts to cause its other Representatives not to, directly or indirectly, (i) initiatecontinue any solicitation, seek knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) (A) solicit, initiate or knowingly facilitate or encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries regarding, or the making or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect (other than discussions solely to Akebiaclarify the terms and conditions of such proposal or offer), (iiB) engage in, continue or otherwise participate or engage in any discussions or negotiations withregarding, or disclose furnish to any other Person any non-public information in connection with, or data relating tofor the purpose of soliciting or knowingly encouraging or facilitating, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement proposal or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could offer that would reasonably be expected to lead to an Acquisition ProposalProposal (other than to state that the terms of this provision prohibit such discussion), and(C) approve, adopt, endorse or recommend or enter into any letter of intent, acquisition agreement, agreement in connection therewith, immediately discontinue access by principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or (D) take any action to exempt any Person (other than AkebiaParent and its Subsidiaries) from the restrictions on “business combinations” or any similar provision contained in applicable Takeover Laws or the Company’s organizational and other governing documents; (iii) waive or release any Person from, Keryx forebear in the enforcement of, or amend any standstill agreement or any standstill provisions of any other Contract; or (iv) resolve or agree to do any of the foregoing. As promptly as reasonably practicable (and their Affiliatesin any event within two business days) to any following the date hereof, the Company shall discontinue electronic or physical data room (virtual or otherwise) established for such purpose access granted, and (y) request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information or documents previously furnished to any Person (other than Parent, its Affiliates and non-public information provided their respective Representatives) that has made, has indicated an intention to third parties since January 1, 2017, relating to make an Acquisition Proposal, within two (2) Business Days from the date hereofProposal and all material incorporating such information created by any such Person. (b) In addition If at any time on or after the date of this Agreement and prior to the obligations set forth Offer Acceptance Time the Company or any of its Representatives receives a bona fide written Acquisition Proposal from any Person or group of Persons, which Acquisition Proposal was made on or after the date of this Agreement and did not result from a material breach of this Section 5.3, and the Board of Directors determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Offer and that the failure to take such action described in clauses (x) and (y) below would be inconsistent with its fiduciary duties under applicable Legal Requirements, then, notwithstanding anything in Section 4(a)5.3(a) to the contrary, the Stockholder shallCompany and its Representatives may (x) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company to the Person or group of Persons who has made such Acquisition Proposal, provided that the Company shall as promptly as practicable after receipt thereof, (and in any event within 24 36 hours, advise Akebia ) provide to Parent any information concerning the Company that is provided to any Person to the extent access to such information was not previously provided to Parent or its Representatives; and (y) engage in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, otherwise participate in discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection negotiations with any of the foregoing and the identity of the Person or group of Persons making such Acquisition Proposal; provided, in the case of clauses (x) and (y), that at or prior to the first time that the Company furnishes any information to or participates in any discussions or negotiations with any Person on or after the date of this Agreement, the Company shall provide written notice to Parent of such requestdetermination in good faith of the Board of Directors as provided for above. (c) During the Pre-Closing Period, the Company shall (i) promptly (and in any event within 36 hours) notify Parent orally and in writing if any inquiries, proposals or offers with respect to, or that would reasonably be expected to lead to, an Acquisition Proposal are received by the Company or inquiry any of its Representatives and provide to Parent a copy of any written Acquisition Proposal (including any proposed term sheet, letter of intent, acquisition agreement or other agreement or other supporting materials with whom respect thereto) and a summary of any material unwritten terms and conditions thereof (and indicate the identity of such Person), and (ii) keep Parent reasonably informed of any material developments, discussions are or negotiations regarding any Acquisition Proposal on a prompt basis (and in any event within 36 hours of such material development, discussion or negotiation). (d) Nothing in this Section 5.3 or elsewhere in this Agreement shall prohibit the Company from disclosing to the stockholders of the Company any “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act or from taking placeand disclosing such other position or disclosure as is required under Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from taking any action necessary to comply with applicable Legal Requirements; provided, however, that, the Board of Directors shall not effect a Company Adverse Change Recommendation except in accordance with Section 6.1(b). (e) The Company agrees that in the event any Representative of the Company acting on behalf of the Company takes any action that, if taken by the Company, would constitute a breach of this Section 5.3, the Company shall be deemed to be in breach of this Section 5.3.

No Solicitation. Except as otherwise permitted by this Section 6.02, during the Interim Period, the Company shall, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their Representatives to: (ai) From (x) cease and cause to be terminated any existing solicitation, encouragement, discussion or negotiation with any Third Party with respect to an Acquisition Proposal, and promptly request the prompt return or destruction of any non-public information concerning the Acquired Companies that was previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted to any such Third Party and (y) take the necessary steps to promptly inform any Third Parties with whom discussions and negotiations are then occurring or who make an Acquisition Proposal after the date hereof until of the Expiration Dateobligations set forth in this Section 6.02(a); and (ii) not (A) solicit, the Stockholder shall not, and shall instruct its Representatives not to, directly or indirectly, (i) initiate, seek or solicitknowingly facilitate or encourage any inquiry, discussion, offer or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal request that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to AkebiaProposal, (iiB) enter into, continue or otherwise participate or engage in any discussions or negotiations with, or disclose furnish any non-public information or data relating to the Acquired Companies to, Akebia or afford access to the books or records, properties, assets, facilities or officers, employees or other personnel of the Acquired Companies to, or provide any physical or electronic data room access to, any Third Party with respect to an Acquisition Proposal or any of its Subsidiaries to any Person inquiry, proposal or offer that has made or could would reasonably be expected to lead to an Acquisition Proposal; provided that notwithstanding the foregoing, prior to, but not after the Required Company Stockholder Approval is obtained, the Company shall be permitted to grant a waiver of or terminate any “standstill” or similar agreement or obligation of any Third Party with respect to the Acquired Companies to allow such Third Party to submit an Acquisition Proposal if (x) the Company Board determines in good faith, after consultation with its outside legal advisors, that the failure to take such action would violate the directors’ fiduciary duties under Applicable Law and (y) any such waiver is limited to the extent necessary to permit a Third Party to make an Acquisition Proposal with respect Proposal, on a confidential basis, to Akebia the Company Board and communicate such waiver to the applicable Third Party (provided, however, that the Company shall advise Parent at least two (2) Business Days prior to taking such action), (C) approve, endorse, recommend or (iii) enter into, or publicly propose to approve, endorse, recommend or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger acquisition agreement, acquisition merger agreement or other similar agreement, definitive agreement with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliatesan Acceptable Confidentiality Agreement (an “Alternative Acquisition Agreement”) to any data room or (virtual or otherwiseD) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or submit any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any vote of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeCompany’s stockholders.

No Solicitation. (ai) From the date hereof until the Expiration DateExcept as set forth in Sections 6.4(a)(ii) and 6.4(a)(iii), the Stockholder shall notMLP Entities and GP Holdings agree that neither they nor any of their Subsidiaries, nor any of their respective officers, managers or directors (including the MLP GP Board) shall, and that they shall instruct its and cause their respective Affiliates and Representatives (collectively, the “MLP Non-Solicit Parties”) not to, directly or indirectly, : (iA) initiate, seek or solicit, solicit or knowingly facilitate or encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promoteinquiries, directly or indirectlydiscussions regarding, any inquiries or the making or submission of of, any proposal proposal, request or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal with respect to Akebiaany Alternative Proposal; (B) approve, (ii) participate endorse, recommend or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreementContract or agreement in principle, including whether written or oral, with any Person (other than Parent and Merger Sub) concerning any letter of intent, memorandum of understanding, agreement in principleacquisition agreement, merger agreement, acquisition joint venture agreement, partnership agreement or other similar agreementContract concerning an Alternative Proposal (other than negotiating and entering into a confidentiality and standstill agreement as described in Section 6.4(a)(iii)) (an “Alternative Acquisition Agreement”); (C) terminate, amend, release, modify, or fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar Contract entered into by one or more of the MLP Group Entities in respect of or in contemplation of an Alternative Proposal (other than to the extent the MLP GP Board determines in good faith, after consultation with its outside financial and legal advisors, that failure to take any such actions under this Section 6.4(a)(i)(C) would not be in the best interests of the Unitholders); (D) conduct, engage in, continue or otherwise participate in any discussions or negotiations regarding any Alternative Proposal; (E) furnish any non-public information relating to any of the MLP Group Entities, or afford access to the books or records or Representatives of any of the MLP Group Entities, to any third party that, to the Knowledge of the MLP Entities, after consultation with its Representatives, is seeking to or may make, or has made, an Alternative Proposal; (F) take any action to make the provisions of any Takeover Laws inapplicable to any transactions contemplated by any Alternative Proposal; or (G) resolve or publicly propose or announce to do any of the foregoing. (ii) Notwithstanding anything to the contrary in this Agreement and subject to the conditions in Section 6.4(a)(iii) and solely in response to a Bona Fide Alternative Proposal made on or after the date of this Agreement and prior to the expiration of the Unitholder Consent Period, the MLP Non-Solicit Parties may, with respect to an Acquisition Proposal the Person that has made such Bona Fide Alternative Proposal: (A) in response to a request therefor by such Person, provide information or afford access to the books and records or Representatives of any of the MLP Group Entities; and (B) engage or participate in any discussions or negotiations with such Person (and its Representatives) with respect to Akebia. such Bona Fide Alternative Proposal. (iii) The Stockholder shallMLP Entities may not take the actions described in Section 6.4(a)(ii) unless, prior to taking any such action: (A) the MLP Entities have (1) received from such Person an executed confidentiality and shall instruct its Representatives to, standstill agreement on terms that are no less restrictive than those contained in the Confidentiality Agreement (xand compliant with the last sentence of Section 6.4(g)) cause and (2) disclosed to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person Parent (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewithif applicable, immediately discontinue access by contemporaneously provided copies of) any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information to be provided to third parties since January such Person and any books or records to which such Person will be afforded access, in each case, to the extent not previously provided to Parent; (B) the MLP Entities have delivered to Parent written notice prior to taking any such action (1) stating that the MLP GP Board intends to take such action, 2017, relating to an Acquisition Proposal, within two (2) Business Days from stating that the date hereof. (b) In addition to MLP GP Board has made the obligations determination set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, 6.4(a)(iii)(C) and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions (3) including an unredacted copy of such requestBona Fide Alternative Proposal (including any materials relating to such Person’s proposed equity and debt financing, Acquisition Proposal, inquiry, discussions or negotiations, if any) and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any an executed copy of the foregoing confidentiality and standstill agreement described in Section 6.4(a)(iii)(A); and (C) the identity of the Person or group making any MLP GP Board has determined in good faith, after consultation with its outside financial and legal advisors that such request, Acquisition Bona Fide Alternative Proposal either constitutes a Superior Proposal or inquiry or with whom any discussions are taking placeis reasonably likely to result in a Superior Proposal.

No Solicitation. (a) From the date hereof until the Expiration DateSubject to Section 5.2(b), the Stockholder Company shall not, and nor shall instruct it authorize or permit any of its Representatives not Subsidiaries or any of its or their respective directors, officers or employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) to, directly or indirectly, ; (i) initiate, seek or solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutesconstitutes or is reasonably likely to lead to a Takeover Proposal; (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposal, furnish to any Third Party any information (whether orally or in writing) in connection with, or would reasonably be expected in furtherance, of any Takeover Proposal, or afford access to lead tothe business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made, is seeking to make or has informed the Company of any intention to make, or has publicly announced an Acquisition Proposal intention to make, a Takeover Proposal; (iii) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Offer Recommendation or Merger Recommendation (it being understood that taking a neutral position or no position with respect to Akebiaany Takeover Proposal shall be considered an adverse modification), (ii) participate recommend, adopt or engage in discussions or negotiations withapprove, or disclose publicly propose to recommend, adopt or approve, a Takeover Proposal, or take any nonaction or make any statement inconsistent with the Offer Recommendation or Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”); (iv) take any action not already taken to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-public information takeover statute or data regulation (including approving any transaction under, or a Third Party becoming an “interested stockholder” under Section 203 of the DGCL, or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal; (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument constituting or relating toto a Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 5.2(b)); or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, Akebia it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 5.2(a) by the Company. (b) Notwithstanding anything to the contrary in Section 5.2(a), at any Person time prior to the Acceptance Time (and in no event after the Acceptance Time), the Board of Directors of the Company, directly or indirectly through advisors, agents or other intermediaries, may, subject to compliance with Section 5.2(c), (i) engage in negotiations or discussions with any Third Party that has made after the date of this Agreement a Superior Proposal or could a bona fide Takeover Proposal that the Board of Directors of the Company determines in good faith (after consultation with a financial advisor of nationally recognized reputation and outside legal counsel) may be reasonably likely to lead to the receipt of a Superior Proposal and the making of such Superior Proposal or such Takeover Proposal did not result from a breach of Section 5.2(a); (ii) thereafter, furnish to such Third Party nonpublic information relating to the Company or any of its Subsidiaries pursuant to a confidentiality agreement with terms overall no less favorable to the Company than those contained in the Confidentiality Agreement (a copy of which shall, subject to Section 5.2(c), be expected provided, promptly after its execution, for informational purposes only to make an Acquisition Parent, and which copy and the terms and existence thereof shall be subject to the confidentiality obligations imposed on Parent pursuant to the Confidentiality Agreement); provided, that, subject to Section 5.2(c), all such information (to the extent that such information has not been previously provided or made or had been previously made available to Parent) is provided or made or had been previously made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party), and provided, further, that if such Superior Proposal or Takeover Proposal is made by a Third Party who or which, on the date hereof, is party to a confidentiality agreement with respect the Company which would prohibit the Company from complying with any of the terms of this Section 5.2(b) or Section 5.2(c) requiring the provision by the Company of information, agreements or the documents to Akebia or Parent, then the Company may take the actions described in clauses (i) and (ii) of this Section 5.2(b) only if such confidentiality agreement with such Third Party has been amended (and the Company shall be permitted to amend such confidentiality agreement) to allow the Company to fully comply with such terms of this Section 5.2(b) and Section 5.2(c) without violating such confidentiality agreement; and (iii) enter into following receipt of a Superior Proposal after the date of this Agreement, pursuant to Section 5.2(e) and subject to compliance with Section 5.2(d), make a Company Adverse Recommendation Change and terminate this Agreement pursuant to Section 7.1(f) (provided that clauses (i) through (iii) thereof and Section 5.2(d) have been satisfied), but in each case referred to in the foregoing clauses (i) through (iii) only if the Board of Directors of the Company determines in good faith by a majority vote, after consultation with outside legal counsel to the Company, that its failure to take such action would be inconsistent with its fiduciary duties under applicable Legal Requirements. (c) The Board of Directors of the Company shall not take any agreementof the actions referred to in clauses (i) and (ii) of Section 5.2(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Takeover Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that may be considering making, or has made, a Takeover Proposal, which notice shall be provided orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Takeover Proposal, indication or request (including any letter changes thereto). The Company shall keep Parent reasonably informed on a current basis of intentthe status and details of any such Takeover Proposal, memorandum indication or request (including any material changes thereto) and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of understandingall correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describe the material terms and conditions of any Takeover Proposal. (d) Notwithstanding Section 5.2(b), agreement the Board of Directors of the Company shall not take an action described in principleclause (iii) of Section 5.2(b) unless (i) the Company promptly notifies Parent, merger agreementin writing at least five business days before taking that action, acquisition of its intention to do so in response to a Takeover Proposal that constitutes a Superior Proposal, attaching the most current version of any proposed agreement or a detailed summary of the material terms of any such proposal and the identity of the offeror, and (ii) Parent does not make, within such five-business-day period, an offer that is at least as favorable to the stockholders of the Company, as determined by the Board of Directors of the Company in good faith (after considering the advice of a financial advisor of nationally-recognized reputation), as such Superior Proposal (it being understood that the Company shall not take any action described in clause (iii) of Section 5.2(b) during such five-business-day period, and that any material amendment to the financial terms or other similar agreement, with respect to material terms of such Superior Proposal shall require a new written notification from the Company and an Acquisition Proposal with respect to Akebia. additional five-business-day period). (e) The Stockholder Company shall, and shall instruct cause its Subsidiaries and its and their respective Representatives to, (x) cease immediately and cause to be terminated any solicitationand all existing soliciting activities, encouragementdiscussions or negotiations and nonpublic information access, discussion or negotiation if any, with or involving to any Person (other than Akebia, Keryx and their Affiliates) Third Party conducted heretofore prior to the date hereof with respect to an Acquisition any Takeover Proposal. The Company shall promptly request that each Third Party, or which could reasonably be expected to lead to an Acquisition Proposal, andif any, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request possession of the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from about the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information Company or any Acquisition Proposal with respect to Akebia, and of its Subsidiaries that was furnished by or on behalf of the terms and conditions Company or any of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder its Subsidiaries in connection with its consideration of any of the foregoing and the identity of the Person potential Takeover Proposal to return or group making any destroy all confidential information heretofore furnished to such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeThird Party.

No Solicitation. (a) From the date hereof until the Expiration DateExcept as expressly permitted by this Section 7.2, the Stockholder Crown and King each shall not, and none of their respective Subsidiaries shall, and each of King and Crown shall instruct its Representatives cause their and their respective Subsidiaries’ directors, officers and employees not to, and not permit its investment bankers, attorneys, accountants and other advisors or representatives to (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”), directly or indirectly, : (i) initiate, seek or solicit, or propose, knowingly encourage or facilitate (including by way of furnishing non-public information) or knowingly take any other action that is reasonably expected designed to promotefacilitate any inquiry regarding, directly or indirectly, any inquiries or the making or submission of any inquiry, proposal or offer that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia, Proposal; (ii) engage in, continue or otherwise participate or engage in any discussions with or negotiations with, or disclose any non-public information or data relating to, Akebia or otherwise cooperate in any way with, any Acquisition Proposal or any of its Subsidiaries to any Person inquiry, proposal or offer that has made or could would reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect lead to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebiato state that the terms of this Agreement prohibit such discussions or negotiations); (iii) provide any nonpublic information to any Person in connection with any Acquisition Proposal or any inquiry, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, proposal or which could offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal or any inquiry, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) proposal or offer that constitutes or would reasonably be expected to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating lead to an Acquisition Proposal, within two (2) Business Days from the date hereof.; (bv) In addition waive or release any Person from, forebear in the enforcement of, or amend any standstill agreement or any standstill provisions of any other contract, provided that if Crown (acting under the direction of the Crown Board) or King (acting under the direction of the Special Committee), as applicable, determines in good faith after consultation with such Party’s legal counsel that the failure to waive a particular standstill provision would be a breach of such Party’s fiduciary duties under applicable Law, then such Party may waive such standstill provision, solely to the obligations set forth in Section 4(a)extent necessary to permit a third party to make and pursue an Acquisition Proposal; or (vi) resolve, agree or publicly propose to, or permit the Stockholder shallrelevant Party, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information its Subsidiaries or any Acquisition Proposal with respect of its or their Representatives to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions agree or negotiations, and the Stockholder shall provide publicly propose to Akebia copies of any written materials received by the Stockholder in connection with take any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeactions referred to in clauses (i)–(v).

No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder The Company shall not, not and shall instruct cause each Subsidiary and its Representatives Subsidiaries' officers and directors not to, and each of the foregoing shall not permit their respective agents, representatives, advisors or subsidiaries to (whether directly or indirectly, ) (i) initiate, seek or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) initiate or take any other action that is reasonably expected knowingly to promote, directly or indirectly, any inquiries or facilitate the making or submission of inquiries, proposals or offers ("Acquisition Proposals") from any proposal that constitutes, Third Party (as defined below) relating to ------------- --------- (A) any acquisition or would reasonably be expected to lead to, an Acquisition Proposal purchase of assets of the Company and its Subsidiaries other than in the ordinary course of business consistent with respect to Akebiapast practice, (iiB) participate or engage in discussions or negotiations with, or disclose the purchase of any non-public information or data relating to, Akebia equity security of the Company or any of its Subsidiaries to (including a self tender offer) or any Person security that has made is convertible, exchangeable or exercisable for any equity security, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, or (D) any other transaction the consummation of which would, or could reasonably be expected to make impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or which would, or could reasonably be expected to, materially dilute the benefits to the Investor of the transactions contemplated hereby (each of the foregoing items set forth in (A) through (D), an Acquisition Proposal "Alternative ----------- Transaction"), or agree to or endorse any Alternative Transaction, or (ii) enter ----------- into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any Third Party any information with respect to Akebia its business, properties or (iii) enter into assets or any agreementof the foregoing, including or otherwise cooperate in any letter of intentway with, memorandum of understandingor knowingly assist or participate in, agreement in principlefacilitate or encourage, merger agreement, acquisition agreement any effort or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated attempt by any solicitation, encouragement, discussion or negotiation with or involving any Person Third Party (other than Akebiathe Investor) to do or seek any of the foregoing. Subject to the provisions of the previous sentence, Keryx the Company shall immediately cease and cause its Subsidiaries and its and their Affiliates) advisors, agents and other intermediaries to cease any and all existing activities, discussions or negotiations with any Third Party conducted heretofore with respect to any of the foregoing, and shall use its reasonable best efforts to cause any such parties in possession of confidential information about the Company that was furnished by or on behalf of the Company to return or destroy all such information in the possession of any such Third Party or in the possession of any agent or advisor of any such Third Party; provided, however, that the foregoing shall not prohibit the Company (either directly or indirectly through advisors, agents or other intermediaries) from (i) furnishing information pursuant to an appropriate confidentiality letter (which letter shall not be less favorable to the Company in any material respect than the Confidentiality Agreement, and a copy of which shall be provided for informational purposes only to the Investor) concerning the Company and its businesses, properties or assets to a Third Party who has made a bona fide Acquisition Proposal, (ii) engaging in discussions or negotiations with such a Third Party who has made a bona fide Acquisition Proposal, (iii) following receipt of a bona fide Acquisition Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act or otherwise making disclosure to its stockholders and/or (iv) taking any non-appealable, final action ordered to be taken by the Company by any court of competent jurisdiction but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that the Board of Directors of the Company shall have concluded in good faith after consultation with outside counsel that such action is required to prevent the Board of Directors of the Company from breaching its fiduciary duties to the stockholders of the Company under applicable law (it being understood that the Board of Directors of the Company may rely on the written advice of its outside counsel in good faith and the Investor agrees not to take a contrary position to any such written advice); provided, further, that (A) the Board of Directors of the -------- ------- Company shall not take any of the foregoing actions until after it provides reasonable notice to the Investor of its intent to take such action; and (B) if the Board of Directors of the Company receives an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth extent it may do so without breaching its fiduciary duties to stockholders as advised by counsel and as determined in Section 4(a)good faith, then the Stockholder shall, as Company shall promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing inform the Investor of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing proposal and the identity of the Person or group person making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeit.

No Solicitation. (a) From the date hereof until the Expiration DateSubject to Section 5.15, the each Stockholder shall not, and, if not an individual, shall cause its controlled Affiliates not to, and shall direct its other Representatives not to, and shall not direct, encourage or instruct its Representatives not Affiliates to, directly or indirectly, (i) initiateinitiate or continue any solicitation, seek knowing encouragement, knowing facilitation, discussions or negotiations with any Persons with respect to a Takeover Proposal or (ii) solicit, initiate or knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries regarding, or the making or submission of any proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal with respect to Akebiaa Takeover Proposal, (iiiii) engage in, continue or otherwise participate or engage in any activities, discussions or negotiations withregarding, or disclose furnish to any non-public other Person any information in connection with or data relating tofor the purpose of knowingly encouraging or facilitating, Akebia a Takeover Proposal or any of its Subsidiaries to any Person proposal or offer that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition a Takeover Proposal, andor (iv) endorse, approve or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to a Takeover Proposal or any proposal or offer that could reasonably be expected to lead to a Takeover Proposal or to prevent such Stockholder from complying with its obligations under this Section 4.4, or requiring or that would reasonably be expect to cause the Company to abandon, terminate, delay or fail to consummate, or that would otherwise reasonably impede, interfere with or be inconsistent with, the Offer or the Merger. Notwithstanding anything to the contrary provided in this Agreement, each Stockholder and its Affiliates and Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) with a Takeover Proposal in the event that the Company is permitted to any data room (virtual or otherwise) established for such purpose and (y) request take the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations actions set forth in Section 4(a), 5.4(b) or Section 5.4(e) of the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal Merger Agreement with respect to Akebia, and the terms and conditions of such request, Acquisition Takeover Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking place.

No Solicitation. (a) From the date hereof of this Agreement until the Expiration DateEffective Time or the termination of this Agreement pursuant to its terms, the Stockholder shall notCompany agrees that it will not and will not permit any of its Subsidiaries, and shall instruct or any of its Representatives not or their officers, directors, employees, representatives, agents, or Affiliates, including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries (collectively, “Representatives”) to, directly or indirectly, (i) initiate, seek or solicit, or knowingly encourage or otherwise facilitate (including by way of furnishing non-public information) information or take any other action that is reasonably expected to promote, directly or indirectlyotherwise), any inquiries or the making or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could may reasonably be expected to lead to an Acquisition Proposal (as defined below), or (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, andor (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or resolve, agree or publicly propose to take any such action and the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such matters, provided, however, that at any time prior to the Company Requisite Stockholder Vote, the Company Board may, in connection therewithresponse to a written Acquisition Proposal that the Company Board determines, immediately discontinue in good faith, after consultation with outside counsel and financial advisors, constitutes, or could reasonably be expected to lead to, a Superior Proposal (as defined below), and which Acquisition Proposal did not result from a breach of this Section 5.3(a), (x) provide access by any or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (other than Akebia, Keryx and their Affiliatesits representatives) pursuant to any data room (virtual or otherwise) established for such purpose a customary confidentiality agreement and (y) request engage in discussions or negotiations with the return Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would violate or destruction prejudice the rights of all confidential and its or its Subsidiaries’ clients, jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any law or binding agreement entered into prior to the date of this Agreement, the Company shall promptly provide to Acquiror any non-public information that is provided to third parties since January 1the Person making such Acquisition Proposal or its representatives which was not previously provided to Acquiror. The Company shall also, 2017within one Business Day, notify Acquiror of the receipt of any Acquisition Proposal and the material terms and conditions thereof. Further, the Company shall promptly keep Acquiror advised on a substantially current basis of any developments relating to an any such Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a)For purposes of this Agreement, the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, “Acquisition Proposal, inquiry, discussions ” means an offer or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with proposal regarding any of the foregoing and following (other than the identity transactions contemplated by this Agreement) including the Company or its Subsidiaries: (i) any merger, reorganization, consolidation, share exchange, recapitalization, business combination, liquidation, dissolution, or other similar transaction involving, or, an acquisition in any manner of, all or any significant portion of the Person assets or group making any such requestsignificant equity interest of, Acquisition Proposal the Company or inquiry any of its Subsidiaries, in a single transaction or series of related transactions which could reasonably be expected to interfere with whom the completion of the Merger; or (ii) any discussions are taking placetender offer or exchange offer for any outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act in connection therewith.

No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder The Company shall not, and shall instruct its Representatives not to, directly or indirectly, through any of its officers or directors or any employee, representative or agent of the Company or any of its Subsidiaries (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) acting, directly or indirectly, at the direction of any officer or director of the Company, (i) initiate, seek or solicit, or knowingly encourage inquiries or facilitate proposals with respect to an Acquisition Proposal other than from Parent, (including by way ii) engage in any discussions or negotiations concerning, or provide any confidential information or data to any third party in connection with an Acquisition Proposal (except to notify such person as to the existence of furnishing non-public information) the provisions of this Section 6.06), or knowingly take any other action that is reasonably expected to promote, directly with the purpose or indirectly, intention of facilitating any other inquiries or the making or submission of any proposal that constitutes, or would that reasonably may be expected to lead to, an any Acquisition Proposal Proposal, or (iii) except as permitted by Section 6.06(f) below, enter into any agreement (other than a confidentiality agreement permitted by (C) below) with respect to Akebiaany Acquisition Proposal or approve or resolve to approve any Acquisition Proposal. Notwithstanding the foregoing, (ii) participate prior to the Acceptance Date, the Company may, in response to an unsolicited Acquisition Proposal received by the Company which did not result from a breach of this Section 6.06, furnish information to, or engage in enter into discussions or negotiations with, or disclose waive any non-public information or data relating tostandstill with, Akebia or any of its Subsidiaries to any Person person that has made made, an unsolicited bona fide written Acquisition Proposal if, and only to the extent that (A) such Acquisition Proposal constitutes a Superior Proposal or the Company Board, after consulting with the Company’s outside legal and financial advisors, determines in good faith that such Acquisition Proposal, after furnishing such information and entering into such discussions or negotiations, could reasonably be expected to make result in a Superior Proposal, (B) the Company and its Subsidiaries are otherwise in compliance with this Section 6.06 (including, prior to furnishing such information to, or entering into discussions or negotiations with, such person, by providing written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person), (C) prior to furnishing such information, the Company receives from such person an Acquisition Proposal executed confidentiality agreement with terms substantially similar to and no less favorable to the Company than those contained in the Confidentiality Agreement; provided, however, that the Company may enter into discussions or negotiations solely with respect to Akebia entering into such confidentiality agreement without breaching this Section 6.06, and (D) the Company keeps Parent informed, on a reasonably current basis, of the status of any such discussions or negotiations as provided above. (iiib) enter into The Company shall promptly (and, in any agreementevent, including within two Business Days) notify Parent of the existence of any letter of intentproposal, memorandum of understandingdiscussion, agreement in principle, merger agreement, acquisition agreement negotiation or other similar agreement, inquiry received by the Company with respect to an any Acquisition Proposal with respect to Akebia. The Stockholder shallProposal, the material terms and conditions of any proposal, discussion, negotiation or inquiry that it may receive and the identity of the person making such proposal or inquiry, and any modification of or amendment thereto, and will keep Parent reasonably apprised of any related developments, discussions, and negotiations. (c) The Company shall instruct its Representatives to, (x) immediately cease and cause to be terminated any solicitation, encouragement, discussion existing discussions or negotiation negotiations with or involving any Person persons (other than Akebia, Keryx and their AffiliatesParent) conducted heretofore with respect to an any Acquisition Proposal. (d) Nothing contained in this Section 6.06 shall prohibit the Company or the Company Board from (i) taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to the Company’s shareholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to make such disclosure would be inconsistent with applicable law. (e) Except as set forth in this Section 6.06(e), neither the Company Board nor any committee thereof shall (i) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, (ii) cause or which could permit the Company to enter into any letter of intent, agreement in principle, acquisition agreement or similar agreement with respect to any Acquisition Proposal or (iii) withdraw or modify in a manner adverse to Parent or Purchaser, or publicly propose to withdraw or modify in a manner adverse to Parent or Purchaser, the Company Board Recommendation. Notwithstanding the foregoing provisions of this Section 6.06(e), the Company Board may, at any time, withdraw, modify or amend the Company Board Recommendation (a “Company Board Change of Recommendation”) if the Company Board has concluded in good faith, after consultation with the Company’s outside legal advisors, that the failure of the Company Board to effect a Company Board Change of Recommendation would be reasonably likely to be expected inconsistent with the directors’ exercise of their fiduciary obligations to lead the Company’s shareholders under applicable law. (f) Notwithstanding anything in this Section 6.06 to an Acquisition the contrary, at any time prior to the Acceptance Date, the Company Board (or any duly constituted committee of the Company Board) may, in response to a Superior Proposal that did not result from a breach of this Section 6.06, cause the Company to terminate this Agreement pursuant to Section 8.01(f) and concurrently with such termination enter into a definitive agreement providing for the transactions contemplated by such Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to Section 8.01(f), and any purported termination pursuant to Section 8.01(f) shall be void and of no force or effect, unless, the Company shall have complied with all the provisions of this Section 6.06, including the notification provisions in this Section 6.06(f), and with all applicable requirements of Section 8.03 (including the payment of the Termination Fee prior to or concurrently with such termination) in connection with such Superior Proposal; and provided further, however, that the Company shall not exercise its right to terminate this Agreement pursuant to Section 8.01(f): (1) until after the fifth Business Day following actual receipt by Parent of written notice from the Company advising Parent that the Company has received a Superior Proposal, andspecifying the material terms and conditions of the Superior Proposal and attaching the most current versions of the definitive agreement, in connection therewithall exhibits and other attachments thereto and agreements (such as stockholder agreements) ancillary thereto to effect such Superior Proposal, immediately discontinue access by any and identifying the Person making such Superior Proposal (other than Akebiaa “Notice of Superior Proposal”) and stating that the Company Board intends to cause the Company to exercise its right to terminate this Agreement pursuant to Section 8.01(f) (it being understood and agreed that, Keryx and their Affiliates) prior to any data room termination pursuant to Section 8.01(f) taking effect, any amendment to the price or any other material term of a Superior Proposal (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition amended Superior Proposal, within two a “Modified Superior Proposal”) shall require a new Notice of Superior Proposal and a new five Business Day period with respect to such Modified Superior Proposal) and (2) unless either (A) on or before the expiration of the five Business Days from Day period following the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after actual receipt thereof, and in any event within 24 hours, advise Akebia in writing by Parent of any request for information or any Acquisition Proposal with respect to AkebiaNotice of Superior Proposal, and Parent does not make such adjustments in the terms and conditions of this Agreement so that such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal ceases to constitute a Superior Proposal (a “Matching Agreement”) in response to such Superior Proposal or inquiry (B) following receipt of a Matching Agreement within the five Business Day period, the Company Board (or any duly constituted committee thereof) concludes in good faith, after consultation with whom any discussions are the Company’s outside legal advisors and after taking placeinto consideration the Matching Agreement, that the Superior Proposal to which the Notice of Superior Proposal relates continues to be a Superior Proposal.

No Solicitation. (a) From the date hereof until through midnight, New York time on January 22, 2018 (i.e., one minute after 11:59 p.m., New York time, on January 22, 2018) (the Expiration Date“Go-Shop Period”), the Company Stockholder shall have the right to, directly or indirectly, (i) solicit or initiate Acquisition Proposals (or inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal), including by way of providing access to non-public information pursuant to an Acceptable Confidentiality Agreement so long as prior thereto, or concurrently therewith, such non-public information is also provided to the Parent and (ii) enter into, continue or otherwise participate in any discussions or negotiations with any Person with respect to Acquisition Proposals (or for the purpose of encouraging or facilitating an Acquisition Proposal) and otherwise cooperate with, facilitate, assist or participate in any such inquiries, proposals, offers, efforts, discussions or negotiations. (b) After the end of the Go-Shop Period, except as set forth in this Section 6, and except with respect to any Qualified Person, the Company Stockholder hereby agrees that it shall, and shall cause its Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. After the end of the Go-Shop Period, except as permitted by Section 6(c) and except with respect to any Qualified Person, the Company Stockholder agrees that it shall not, and it shall instruct cause its Representatives not to, directly or indirectly, (i) solicit, initiate, seek or solicit, knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries regarding, or the making or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to AkebiaProposal, (ii) enter into, continue or otherwise participate or engage in any discussions or negotiations with, or disclose regarding any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal (other than with respect to Akebia the Parent and its Representatives), or (iii) enter into grant any agreementwaiver or release under any standstill or similar agreement with respect to any equity securities of the Company or its Subsidiaries. (c) Notwithstanding anything to the contrary in this Agreement, including any letter solely to the extent the Company is permitted to take the actions set forth in Section 6.1 of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, the Merger Agreement with respect to an Acquisition Proposal and the Company Stockholder has not breached this Section 6, the Company Stockholder and its Representatives will be free to participate in any discussions or negotiations regarding such Acquisition Proposal (including, without limitation, any related stockholders’ consent or voting agreement) with respect the Person making such Acquisition Proposal and to Akebiaotherwise take action to the extent the Company may take such action, provided that such action by the Company Stockholder and its Representatives would be permitted to be taken by the Company pursuant to Section 6.1 of the Merger Agreement. The Stockholder shallFor purposes of this Section 6, the Company will be deemed not to be a Representative of the Company Stockholder, and shall instruct its Representatives toany officer, director, employee, agent or advisor of the Company (xin each case, solely in their capacities as such) cause will be deemed not to be terminated a Representative of the Company Stockholder. For the avoidance of doubt, nothing in this Section 6 shall affect in any solicitation, encouragement, discussion or negotiation with or involving way the obligations of any Person (other than Akebia, Keryx and their Affiliatesincluding the Company) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in under Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any 6.1 of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeMerger Agreement.

No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder agrees that Stockholder shall notnot and shall not permit its directors, officers or employees to, and shall instruct use its Representatives commercially reasonable efforts to cause its investment bankers, advisors, attorneys, accountants and other representatives not to, directly or indirectly, (i) initiate, seek or solicit, facilitate or knowingly encourage or facilitate (including by way of furnishing non-public providing information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal inquiries, proposals or offers or any other efforts or attempts that constitutesconstitute, or would may reasonably be expected to lead to, an Acquisition any Parent Alternative Proposal or engage in, participate in or continue any discussions or negotiations with respect to Akebiathereto or otherwise cooperate with or assist or facilitate any such inquiries, proposals, offers, discussions or negotiations, (ii) participate approve or engage in discussions or negotiations withrecommend, or disclose publicly propose to approve or recommend, any Parent Alternative Proposal, (iii) furnish or cause to be furnished, to any Person, any non-public information concerning the business, operations, properties or data relating toassets of Parent or Parent CDO Issuers in connection with a Parent Alternative Proposal, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iiiiv) enter into any agreement, including any understanding, letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition principle or other agreement or other similar agreement, understanding relating to a Parent Alternative Proposal or arrangement with respect to an Acquisition a Parent Alternative Proposal or enter into any agreement or agreement in principle requiring Parent to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (v) initiate a stockholders’ vote or action by consent of the stockholders of Parent with respect to Akebia. The Stockholder shall, and shall instruct its Representatives toa Parent Alternative Proposal, (xvi) cause to be terminated any solicitationexcept by reason of this Agreement, encouragement, discussion or negotiation with or involving any Person become a member of a “group” (other than Akebia, Keryx and their Affiliatesas such term is defined in Section 13(d) conducted heretofore of the Exchange Act) with respect to an Acquisition Proposalany voting securities of Parent that takes any action in support of a Parent Alternative Proposal or (vii) resolve, propose or which could reasonably be expected agree to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with do any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeforegoing.

No Solicitation. (a) From Except as otherwise expressly permitted under Section 5.09 of the Merger Agreement, from and after the date hereof until the Expiration Datetermination of this Agreement pursuant to Section 7 hereof, the Stockholder Shareholder, in his, her or its capacity as a shareholder of Company, shall not, and nor shall instruct such Shareholder authorize any partner, officer, director, advisor or representative of, such Shareholder or any of his, her or its Representatives not affiliates to (and, to the extent applicable to Shareholder, such Shareholder shall use commercially reasonable efforts to prohibit any of his, her or its representatives or affiliates to, directly or indirectly), (ia) initiate, seek solicit, induce or solicitknowingly encourage, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is would reasonably be expected to promote, directly or indirectlyfacilitate the making of, any inquiries inquiry, offer or the making or submission of any proposal that which constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal Proposal, (b) participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any person (other than Buyer) any information or data with respect to AkebiaCompany or otherwise relating to an Acquisition Proposal, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iiic) enter into any agreement, including any agreement in principle, letter of intent, memorandum of understandingunderstanding or similar arrangement with respect to an Acquisition Proposal, agreement (d) solicit proxies or become a “participant” in principle, merger agreement, acquisition agreement or other similar agreement, a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebiathe Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, Keryx and their Affiliatesrestrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (e) conducted heretofore initiate a shareholders’ vote or action by consent of Company’s shareholders with respect to an Acquisition Proposal, or which could reasonably be expected (f) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to lead to any voting securities of Company that takes any action in support of an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person Proposal (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereofMerger Agreement). (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking place.

No Solicitation. (a) From Except as permitted by this Section 6.3, during the date hereof until the Expiration DatePre-Closing Period, the Stockholder Company shall not, shall cause its Subsidiaries to not, shall not authorize its Representatives to, and shall instruct direct its Representatives not to, directly or indirectly, (i) initiate, seek or solicit, initiate or knowingly facilitate or encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to AkebiaProposal, (ii) participate or engage in or otherwise participate in any discussions (except to notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 6.3 or to clarify whether any such inquiry, offer or proposal constitutes an Acquisition Proposal) or negotiations withregarding, or disclose furnish to any other Person any non-public information in connection with or data relating tofor the purpose of knowingly encouraging or facilitating, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or Proposal, (iii) enter into any agreement, including any letter of intent, memorandum of understandingacquisition agreement, agreement in principle, merger agreement, acquisition principle or similar agreement or other similar agreement, with respect to an Acquisition Proposal or (iv) waive or release any Person from, fail to use reasonable best efforts to enforce any standstill agreement or any standstill provisions of any Contract entered into in respect of a potential Acquisition Proposal; provided, however, the Company Board may take, or omit to take, any of the actions contemplated by clause (iv) of this Section 6.3 in the event that the Company determines in good faith, after consultation with respect the Company’s outside legal counsel, that the failure to Akebiado so would breach the fiduciary duties of the Company Board under applicable Law. The Stockholder Company and its directors, officers and employees shall, and the Company shall instruct direct its other Representatives to, (xA) cease and cause to be terminated any solicitation, encouragement, discussion solicitation and any and all existing discussions or negotiation negotiations with or involving any Person conducted heretofore with respect to any Acquisition Proposal and (B) terminate access by any Person (other than AkebiaParent, Keryx and Purchaser, the Company or any of their Affiliatesrespective Affiliates or Representatives) conducted heretofore with respect to an any physical or electronic data room relating to any potential Acquisition Proposal. For the avoidance of doubt, any violation of the restrictions set forth in this Section 6.3(a) by a director or officer of the Company shall be deemed to be a breach of this Section 6.3(a) by the Company. (b) Anything to the contrary herein notwithstanding, if at any time on or after the Agreement Date and prior to the Offer Acceptance Time, the Company or any of its Representatives receives an unsolicited bona fide written Acquisition Proposal from any Person or group of Persons, which Acquisition Proposal was made or renewed on or after the Agreement Date and did not result from any material breach of this Section 6.3, and the Company Board determines in good faith, after consultation with financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Offer, then the Company and its Representatives may (i) furnish, pursuant to (but only pursuant to) an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company to the Person or group of Persons who has made such Acquisition Proposal; provided, and, in connection therewith, immediately discontinue access by that the Company shall promptly provide to Parent any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information concerning the Company that is provided to third parties since January 1, 2017, relating any Person given such access which was not previously provided to an Parent or its Representatives and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Acquisition Proposal. (c) Following the Agreement Date, the Company shall (i) promptly (and in any event within two (2) Business Days from the date hereof. (bDays) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing notify Parent of any request for information inquiry, proposal or offer received by the Company or any of its Representatives that the Company believes is or may lead to an Acquisition Proposal with respect Proposal, (ii) provide to Akebia, and Parent a summary of the material terms and conditions of such request, any Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and including the identity of the Person making such Acquisition Proposal, together with copies of all documents and written or group electronic communications received, directly or indirectly, from such Person relating to any such Acquisition Proposal, (iii) keep Parent reasonably informed of any material developments, discussions or negotiations regarding any Acquisition Proposal on a reasonably prompt basis and (iv) upon the written request of Parent, reasonably inform Parent of the status of any Acquisition Proposal. (d) Nothing in this Agreement, including this Section 6.3, shall restrict the Company from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any legally required disclosure to the stockholders of the Company (provided, that such requestdisclosure includes an express reaffirmation of the Company Board Recommendation), Acquisition Proposal or inquiry or with whom any discussions are taking placeand none of the foregoing actions shall be deemed to constitute a Company Adverse Change Recommendation.

No Solicitation. (a) From Except as permitted by this Section 6.3, during the date hereof until the Expiration DatePre-Closing Period, the Stockholder each Acquired Company shall not, and shall instruct not authorize its Representatives not to, and shall use reasonable best efforts not permit or allow its Representatives to, (i) directly or indirectly, (iA) initiate, seek or solicit, initiate or knowingly facilitate or encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries regarding, or the making or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and(B) engage in, continue or otherwise participate in any discussions (except to notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 6.3 or to clarify whether any such inquiry, offer or proposal constitutes an Acquisition Proposal) or negotiations regarding, or furnish to any other Person any information in connection therewithwith or for the purpose of knowingly encouraging or facilitating, immediately discontinue an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (C) adopt, approve or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal or (ii) waive or release any Person from, fail to use reasonable best efforts to enforce any standstill agreement or any standstill provisions of any Contract entered into in respect of an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; provided, however, the Company Board may take, or omit to take, any of the actions contemplated by clause (ii) of this Section 6.3 in the event that the Company determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Company Board under applicable Law or (iii) resolve or agree to do any of the foregoing. The Company and its directors, officers and employees shall, and the Company shall direct its other Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal and (B) terminate access by any Person (other than AkebiaParent, Keryx and Purchaser, the Company or any of their Affiliatesrespective Affiliates or Representatives) to any physical or electronic data room relating to any potential Acquisition Proposal. For the avoidance of doubt, any violation of the restrictions set forth in this Section 6.3(a) by a director or officer of the Company shall be deemed to be a breach of this Section 6.3(a) by the Company. (virtual b) Notwithstanding Section 6.3(a)(i), if at any time on or otherwiseafter the Agreement Date and prior to the Offer Acceptance Time, the Company receives an unsolicited bona fide written Acquisition Proposal from any Person or group of Persons, which Acquisition Proposal was made on or after the Agreement Date and did not result from or arise out of any material breach of this Section 6.3, and the Company Board determines in good faith, after consultation with financial advisors and outside legal counsel, that such Acquisition Proposal would reasonably be expected to lead to a Superior Offer (and the Company provides Parent with written notice of this determination), then the Company and its Representatives may (i) established for furnish, pursuant to (but only pursuant to) an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company to the Person or group of Persons who has made such purpose and (y) request Acquisition Proposal; provided, that the return or destruction of all confidential and Company shall promptly provide to Parent any non-public information concerning the Company that is provided to third parties since January 1, 2017, relating any Person given such access which was not previously provided to an Parent or its Representatives and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Acquisition Proposal. (c) Following the Agreement Date, the Company shall (i) promptly (and in any event within two (2) Business Days from the date hereof. (bDays) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing notify Parent of any request for information inquiry, proposal or offer received by the Company or any Acquisition Proposal of its Representatives with respect to, or that would reasonably be expected to Akebialead to an Acquisition Proposal, including the identity of the Person(s) making such inquiry, proposal or offer, (ii) provide to Parent copies of and a summary of the material terms and conditions of any Acquisition Proposal or any such requestinquiry, Acquisition Proposalproposal or offer, inquiry(iii) keep Parent reasonably informed of any material developments, discussions or negotiations, and the Stockholder shall provide to Akebia copies of negotiations regarding any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or any such inquiry proposal or offer on a reasonably prompt basis and (iv) upon the written request of Parent, reasonably inform Parent of the status of any Acquisition Proposal or any such inquiry, proposal or offer. (d) Nothing in this Agreement, including this Section 6.3, shall restrict the Company from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any legally required disclosure to the stockholders of the Company (provided, that this Section 6.3(d) shall not be deemed to permit the Company Board to make a Company Board Recommendation except to the extent permitted by and in accordance with whom any discussions are taking placeSection 7.1(b)).

No Solicitation. (a) From the date hereof until the Expiration DateExcept as expressly provided in Sections 16, the Stockholder 17 or 18, Vitran shall not, and shall instruct its Representatives not to, directly or indirectly, through any officer, director, Employee, representative (including any financial or other adviser) or agent of Vitran or any of the Vitran Subsidiaries (collectively “Representatives”), or otherwise, and shall not permit any such Person to: (i) solicit, assist, initiate, seek or solicit, or knowingly encourage or otherwise facilitate (including by way of furnishing non-or providing copies of, access to, or disclosure of, any non- public information, properties, facilities, books or records of Vitran or any Vitran Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or take any other action offer that is reasonably expected to promote, directly constitutes or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would may reasonably be expected to constitute or lead to, an Acquisition Proposal with respect to Akebia, Proposal; (ii) enter into or otherwise engage or participate or engage in any discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to with any Person (other than Purchaser and its Affiliates) regarding any inquiry, proposal or offer that has made constitutes or could may reasonably be expected to make constitute or lead to, an Acquisition Proposal with respect to Akebia or Proposal; (iii) effect a Change in Recommendation; or (iv) accept or enter into (other than a confidentiality agreement permitted by and in accordance with Section 17(a)) or publicly propose to accept or enter into any agreement, including any letter understanding or arrangement in respect of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder Proposal. (b) Except as otherwise provided in this Section 16, Vitran shall, and shall instruct cause the Vitran Subsidiaries and its Representatives to, (x) immediately cease and terminate, and cause to be terminated terminated, any solicitation, encouragement, discussion discussion, negotiation, or negotiation other activities commenced prior to the date of this Agreement with or involving any Person (other than Akebia, Keryx Purchaser and their its Affiliates) conducted heretofore with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, and in connection therewith, Vitran will: (i) immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room to any such Person; and (virtual or otherwiseii) established for such purpose within two Business Days, request, and exercise all rights it has to require (yi) request the return or destruction of all copies of any confidential and non-public information regarding Vitran or any Vitran Subsidiary provided to third parties since January 1any Person, 2017and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding Vitran or any Subsidiary, relating in each case provided to such Person in connection with a potential Acquisition Proposal and using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (c) Vitran represents and warrants that Vitran has not waived any confidentiality, standstill or similar agreement or restriction to which Vitran or any Vitran Subsidiary is a Party and entered into in connection with any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, within two and further covenants and agrees (2i) Business Days from the date hereof. (b) In addition that Vitran shall take all necessary action to the obligations set forth in Section 4(a)enforce each confidentiality, the Stockholder shallstandstill, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or similar agreement to which Vitran or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder Vitran Subsidiary is a party in connection with any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and (ii) that neither Vitran, nor any Vitran Subsidiary or any of their respective Representatives have or will, without the prior written consent of Purchaser, release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting Vitran, or any of the foregoing Vitran Subsidiaries, under any confidentiality, standstill or similar agreement, to which Vitran or any Vitran Subsidiary is a party and the identity of the Person entered into in connection with any inquiry, proposal or group making any such requestoffer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal or inquiry or with whom any discussions are taking placeProposal.

No Solicitation. (a) From Prior to the date hereof until Effective Time, neither the Expiration DateCompany nor any of its Subsidiaries shall, nor shall the Stockholder shall notCompany authorize or permit any of its or its Subsidiaries’ directors, and shall instruct its Representatives not officers, employees, affiliates, agents, investment bankers, financial advisors, attorneys, accountants, brokers, finders, consultants or representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, seek or solicit, or knowingly encourage or knowingly facilitate (including by way of furnishing or disclosing nonpublic information or permitting access to personnel or facilities) any inquiries, proposals or offers with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal, (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations with, or provide any information to, any Person (other than the Buyer) with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal, (iii) enter into any agreement providing for an Acquisition Proposal, or (iv) approve, endorse, recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal. (b) Notwithstanding Section 6.1(a), prior to the Acceptance Time, the Company or its Representatives may furnish information with respect to the Company, and negotiate or otherwise engage in discussions with, any Person that has made, after the date hereof, an unsolicited and bona fide written Acquisition Proposal, if and only to the extent that (i) such Acquisition Proposal did not result from or arise from the breach of Sections 6.1(a), (c), or (d), (ii) the Company Board determines in good faith, after consultation with outside counsel and the Company’s financial advisor, that (x) such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal and (y) the failure to do so would be inconsistent with its fiduciary duties under applicable Law, and (iii) prior to furnishing any nonpublic information to such Person, the Company shall enter into a confidentiality agreement with such Person that contains confidentiality and other provisions that are, including after taking into account any amendments or waivers with respect thereto, substantially similar to and no less favorable to the Company than the Confidentiality Agreement; provided, however, that the Company shall provide or make available to the Buyer any non-public information) information concerning the Company or take any other action of its Subsidiaries that is provided to the Person making such Acquisition Proposal or its Representatives which was not previously provided or made available to the Buyer prior to or concurrently with providing such information to such other Person. (c) The Company shall cease immediately and cause to be terminated any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to, or that may reasonably be expected to promotelead to, an Acquisition Proposal and promptly, following the date hereof, request that all confidential information with respect thereto furnished on behalf of the Company be returned or destroyed. (d) Neither the Company Board nor any committee thereof may take, or resolve, agree or publicly propose to take, any of the following actions: (i) withhold, withdraw, qualify or modify in any manner adverse to the Buyer, the Recommendation, or fail to reaffirm the Recommendation within five (5) Business Days following a request by the Buyer (any of the foregoing, including if effected by amendment to the Schedule 14D-9, an “Adverse Recommendation Change”), (ii) recommend or approve an Acquisition Proposal, or (iii) authorize or permit the Company or any of its Subsidiaries to enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Acquisition Proposal (each, an “Alternative Acquisition Agreement”). (e) Notwithstanding Section 6.1(d), if the Company Board determines in good faith, after consultation with outside counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, then the Company Board may, prior to the Acceptance Time, (i) make an Adverse Recommendation Change or (ii) accept a Superior Proposal, enter into an agreement for such Superior Proposal and terminate this Agreement immediately prior to, or immediately after, such acceptance of a Superior Proposal; provided, however, that (A) the Company shall take no action under this Section 6.1(e) until the date that is five (5) Business Days after delivery of written notice to the Buyer setting forth the Company’s intention to take such action (which notice shall specify the material terms of any applicable Acquisition Proposal, including the identity of the party making such Acquisition Proposal) (the “Notice Period”), (B) the Company shall not terminate this Agreement pursuant to the foregoing clause (ii), and any purported termination pursuant to the foregoing clause (ii) shall be void and of no force or effect, unless, concurrently with such termination the Company pays the Termination Fee pursuant to Section 8.3, (C) the Company shall not have breached this Section 6.1, and (D) prior to effecting such Adverse Recommendation Change or terminating this Agreement pursuant to Section 8.1(d)(ii), the Company shall, and shall cause its Representatives to, negotiate in good faith with the Buyer, if the Buyer is still willing to do so, during the Notice Period (which Notice Period shall recommence in the event of any modification to a material term of a Superior Proposal) to make such adjustments in the terms and conditions of this Agreement so that (1) the Company Board reaffirms the Recommendation or (2) such Acquisition Proposal ceases to be a Superior Proposal, as applicable. If, as of the date on which the written notice contemplated by clause (A) of the proviso to the immediately preceding sentence is given by the Company to Buyer, there are less than three (3) Business Days remaining prior to the initial Expiration Date, then (without limiting any of the extension rights or other rights that Buyer or Acquisition Sub may have pursuant to this Agreement), Buyer shall extend the Offer to a date no earlier than the date that is five (5) Business Days following the date of such notice. (f) The Company shall notify the Buyer as promptly as practicable, and in any event within 24 hours, of its receipt, directly or indirectly, of (i) any inquiries inquiries, negotiations, proposals, requests for information, offers or the making or submission expressions of any proposal that constitutesinterest with respect to, or that would reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia(including a copy of such Acquisition Proposal and a summary of the material terms and conditions thereof, including price, and the identity of the Person or Persons involved), and (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries amendment to any Person that has made or could reasonably be expected to make an a previously disclosed Acquisition Proposal (including the terms of such amendment). (g) Nothing in this Section 6.1 shall prohibit the Company from complying with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, Rule 14e-2 promulgated under the Exchange Act with respect regard to an Acquisition Proposal if, in the good faith judgment of the Company Board, after consultation with respect outside counsel, it is required to Akebia. The Stockholder shalldo so under applicable Law or the failure to do so would be inconsistent with its fiduciary duties under applicable Law; provided, and however, that in no event shall instruct its Representatives tothis Section 6.1(g) affect the obligations of the Company specified in Sections 6.1(a), (xc), (d) cause or (e); and provided, further, that any disclosure required to comply with Rule 14e-2 promulgated under the Exchange Act shall be deemed to be terminated any solicitationan Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Recommendation, encouragement, discussion either in such communication or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days after a request to do so from the date hereofBuyer. The Company shall, at soon as practicable but in any event prior to any such disclosure pursuant to this Section 6.1(g), provide the Buyer with a copy of the text of any disclosure made or proposed to be made pursuant to this Section 6.1(g). (bh) In addition to the obligations set forth in Section 4(a)For purposes of this Agreement, the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, “Acquisition Proposal, inquiry, discussions ” means (i) any proposal or negotiations, and the Stockholder shall provide to Akebia copies of offer from any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making of Persons other than the Buyer or one of its Subsidiaries for a merger, reorganization, share exchange, joint venture, consolidation, business combination, recapitalization, dissolution, liquidation, or similar transaction involving the Company (or any Subsidiary or Subsidiaries of the Company the business of which constitutes twenty percent (20%) or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole), (ii) any proposal for the issuance by the Company of over twenty percent (20%) of its equity securities or (iii) any proposal or offer to acquire in any manner, directly or indirectly, beneficial ownership (as such requestterm is defined pursuant to Section 13(d) of the Exchange Act) of equity securities representing twenty percent (20%) or more of the Company’s voting power or assets representing twenty percent (20%) or more of the consolidated total assets of the Company and its Subsidiaries, Acquisition Proposal in each case other than the Offers or inquiry or with whom any discussions are taking placethe Merger.

No Solicitation. (a) From the date hereof until the Expiration Date, the Such Stockholder shall not, not and shall instruct cause its Representatives not to, to directly or indirectly, if and to the extent prohibited by Section 5.3 of the Merger Agreement (assuming for this purpose that such Stockholder is the “Company”, as such term is defined in the Merger Agreement): (i) solicit, initiate, seek knowingly facilitate or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public nonpublic information) any Competing Proposal or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to AkebiaCompeting Inquiry, (ii) engage in, continue or otherwise participate or engage in any discussions or negotiations withregarding, or disclose furnish to any non-public other Person any information or data relating toafford to any other Person access to the business, Akebia properties, assets, books, records or any personnel of the Company or its Subsidiaries to any Person that has made Subsidiaries, in each case in connection with or could reasonably be expected to make an Acquisition for the purpose of encouraging or facilitating, a Competing Proposal with respect to Akebia or Competing Inquiry, (iii) approve, endorse, recommend, execute or enter into, or publicly propose to approve, endorse, recommend, execute or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Alternative Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives toAgreement, (xiv) cause take any action to be terminated make the provisions of any solicitationTakeover Statute (including Section 203 of the DGCL) or any applicable anti-takeover provision in the Company’s organizational documents inapplicable to any transactions contemplated by a Competing Proposal, encouragement(v) except at the written request of Parent, discussion terminate, amend, release, modify, waive or negotiation with knowingly fail to enforce any provision of the Company Rights Agreement or involving exempt any Person not affiliated with Parent from the definition of Acquiring Person thereunder, (vi) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar contract entered into by the Company in respect of or in contemplation of a Competing Proposal (other than Akebiato the extent the Company Board determines in good faith, Keryx after consultation with the Company’s independent financial advisors and their Affiliates) conducted heretofore with respect outside legal counsel, that failure to an Acquisition Proposaltake any such actions would be reasonably likely to result in a breach of, or which could reasonably otherwise be expected inconsistent with, its fiduciary duties under applicable Law) or (vii) propose, resolve or agree to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with do any of the foregoing foregoing. Such Stockholder shall not and the identity shall cause its Representatives not to directly or indirectly knowingly engage in any conduct prohibited by Section 5.3 of the Person or group making any Merger Agreement (assuming for this purpose that such requestStockholder is the “Company”, Acquisition Proposal or inquiry or as such term is defined in the Merger Agreement). Such Stockholder represents and warrants that such Stockholder has reviewed the terms of Section 5.3 of the Merger Agreement with whom any discussions are taking placeoutside counsel to the Company.

No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder The Target shall not, and shall instruct not cause its Representatives respective Subsidiaries to, and shall not authorize or permit its or its respective Subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's "Representatives") to, directly or indirectly, (i) solicit, initiate, seek or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly facilitate or indirectly, any inquiries or encourage the making or submission of any proposal for a Target Alternative Transaction or the making of any proposal that constitutes, or would could reasonably be expected to lead toto any Target Alternative Transaction, an Acquisition Proposal with respect or, subject to Akebia, Section 5.05(b): (iii) participate conduct or engage in any discussions or negotiations with, or disclose any non-public information or data relating to, Akebia to the Target or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Target or any Person of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that is seeking to make, or has made made, any proposal for a Target Alternative Transaction; (ii) (A) except where the Target Board makes a good faith determination, after consultation with outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties, amend or could reasonably be expected to make an Acquisition Proposal grant any waiver or release under any standstill or similar agreement with respect to Akebia any class of equity securities of the Target or any of its respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an "interested stockholder" under, Section 203 of the DGCL or Section 78 of the NRS; or (iii) enter into any agreementagreement in principle, including any letter of intent, memorandum of understandingterm sheet, agreement in principleacquisition agreement, merger agreement, acquisition agreement option agreement, joint venture agreement, partnership agreement, or other similar agreementContract relating to any Target Alternative Transaction (each, with respect to an "Acquisition Proposal with respect to AkebiaAgreement"). Except as expressly permitted by this Section 5.05, the Target Board shall not effect a Target Adverse Recommendation Change. The Stockholder Target shall, and shall instruct its Representatives to, (x) cause their respective Subsidiaries to cease immediately and cause to be terminated terminated, and shall not authorize or knowingly permit any solicitationof its Representatives to continue, encouragementany and all existing activities, discussion discussions, or negotiation negotiations, if any, with or involving any Person (other than Akebia, Keryx and their Affiliates) third party conducted heretofore prior to the date hereof with respect to any Target Alternative Transaction and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Target and any of its respective Subsidiaries that was furnished by or on behalf of Target or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) Notwithstanding Section 5.05(a), prior to the receipt of the Requisite Target Vote, the Target Board, directly or indirectly through any Representative, may, subject to Section 5.05(c): (i) participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited proposal for a Target Alternative Transaction in writing that the Target Board believes in good faith, after consultation with outside legal counsel and the Target Financial Advisor, constitutes a Superior Proposal; (ii) thereafter furnish to such third party non-public information relating to Target or any of its respective Subsidiaries pursuant to an Acquisition executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly (in all events within 24 hours) provided for informational purposes to Aytu); (iii) following receipt of and on account of a Superior Proposal, make a Target Adverse Recommendation Change; and/or (iv) take any action that any court of competent jurisdiction orders Target to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (iv), only if the Target Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would cause it to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the Target Board from disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Target Alternative Transaction, if the party determines, after consultation with outside legal counsel, that failure to disclose such position would constitute a violation of applicable Law. (c) The Target Board shall not take any of the actions referred to in clauses (i) through (iv) of Section 5.05(b) unless the Target shall have delivered to Aytu a prior written notice advising Aytu that it intends to take such action. The Target shall notify Aytu promptly (but in no event later than 24 hours) after it obtains Knowledge of the receipt by the Target (or which any of its Representatives) of any proposal for a Target Alternative Transaction, any inquiry that could reasonably be expected to lead to an Acquisition Proposala Target Alternative Transaction, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established request for such purpose and (y) request the return or destruction of all confidential and non-public information relating to the Target or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Target or any of its Subsidiaries by any third party. In such notice, the Target shall identify the third party making, and details of the material terms and conditions of, any such proposal, indication or request. Target shall keep Aytu fully informed, on a current basis, of the status and material terms of any such proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof. Target shall provide Aytu with at least 48 hours prior notice of any meeting of its board of directors, or any committee thereof (or such lesser notice as is provided to the members of its board of directors or committee thereof) at which the Target’s board of directors, or any committee thereof, is reasonably expected to consider any proposal for a Target Alternative Transaction. Target shall promptly provide Aytu with a list of any non-public information concerning Target’s or any of its Subsidiaries' business, present or future performance, financial condition, or results of operations, provided to any third parties since January 1party, 2017and, relating to an Acquisition Proposalthe extent such information has not been previously provided to Aytu, within two (2) Business Days from the date hereofcopies of such information. (bd) In addition Except as expressly permitted by this Section 5.05, the Target Board shall not effect a Target Adverse Recommendation Change or enter into (or permit any of its respective Subsidiaries to enter into) an Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the obligations set forth in Section 4(a)receipt of: (i) the Requisite Target Vote, the Stockholder shallTarget Board may effect a Target Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) an Acquisition Agreement, as if (A) Target promptly as practicable after receipt thereofnotifies Aytu, and in any event within 24 hourswriting, advise Akebia in writing at least five Business Days (the "Superior Proposal Notice Period") before making a Target Adverse Recommendation Change or entering into (or causing one of any request for information or any its Subsidiaries to enter into) an Acquisition Proposal Agreement, of its intention to take such action with respect to Akebiaa Superior Proposal, which notice shall state expressly that Target has received a proposal for a Target Alternative Transaction that Target’s board of directors (or a committee thereof) intends to declare a Superior Proposal and that it intends to effect a Target Adverse Recommendation Change and/or Target intends to enter into an Acquisition Agreement, (B) Target attaches to such notice the most current version of the proposed agreement (which version shall be updated on a prompt basis) and the identity of the third party making such Superior Proposal, (C) Target shall, and shall cause its Representatives to, during the Superior Proposal Notice Period, negotiate with Aytu in good faith to make such adjustments in the terms and conditions of this Agreement so that such request, Acquisition proposal for a Target Alternative Transaction ceases to constitute a Superior Proposal, inquiryif Aytu, discussions or negotiationsin its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Superior Proposal Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Superior Proposal Notice Period shall be extended, if applicable, to ensure that at least three Business Days remains in the Superior Proposal Notice Period subsequent to the time that Target notifies Aytu of any such material revision (it being understood that there may be multiple extensions)), and (D) Target’s board of directors (or a committee thereof) determines in good faith, after consulting with outside legal counsel and its financial advisor, that such proposal continues to constitute a Superior Proposal after taking into account any adjustments made by Aytu during the Stockholder shall provide to Akebia copies Superior Proposal Notice Period in the terms and conditions of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placethis Agreement.

No Solicitation. The Stockholder (ain the Stockholder’s capacity as such) From the date hereof until the Expiration Date, the Stockholder shall not, and shall instruct (in the Stockholder’s capacity as such) use reasonable efforts to cause its Representatives directors, officers or other employees, controlled affiliates, or any investment banker, attorney or other advisor or representative retained by the Stockholder (collectively, “Representatives”) not to (and shall not authorize or knowingly permit any of them to), directly or indirectly, (i) solicit, initiate, seek or solicit, or knowingly encourage encourage, knowingly facilitate or facilitate (including by way of furnishing non-public information) induce the making, submission or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead toannouncement of, an Acquisition Proposal with respect to AkebiaProposal, (ii) participate furnish or engage in discussions make available to any Person (other than (x) Parent, Merger Sub or negotiations withany designees of Parent or Merger Sub, or disclose (y) a Governmental Entity) any material non-public information relating to the Company or data relating toany of its Subsidiaries, Akebia including by affording access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person (other than (x) Parent, Merger Sub or any designees of Parent or Merger Sub, or (y) a Governmental Entity), in any case with the intent to facilitate an Acquisition Proposal or under facts and circumstances that has made or could would reasonably be expected to make an Acquisition Proposal with respect to Akebia facilitate or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, (iii) participate or engage in connection therewith, immediately discontinue access by discussions or negotiations with any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating with respect to an Acquisition Proposal, within two (2iv) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a)approve, the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information endorse or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, recommend an Acquisition Proposal, inquiryor (v) execute or enter into any letter of intent, discussions memorandum of understanding or negotiationsContract contemplating or otherwise relating to an Acquisition Transaction; provided, and however that the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder may engage in connection with any of the foregoing activities if and solely to the identity extent that the Company is permitted to engage in such activities pursuant to Section 7.1 of the Person Merger Agreement. The Stockholder shall immediately cease any and all existing activities, discussions or group making negotiations with any such requestPersons conducted heretofore with respect to any Acquisition Proposal. Without limiting the generality of the foregoing, the Stockholder acknowledges and hereby agrees that any violation of the restrictions set forth in this Section 11 by any of its Representatives (excluding the Company) shall be deemed to be a breach of this Section 11 by the Stockholder. The Stockholder shall not enter into any letter of intent or similar document or any agreement contemplating or otherwise relating to an Acquisition Proposal or inquiry or with whom any discussions are taking placeunless and until this Agreement is terminated pursuant to its terms.

No Solicitation. (a) From the date hereof of this Agreement until the Expiration Dateearlier of the Effective Time or the date on which this Agreement is terminated in accordance with the terms of this Agreement, the Stockholder Parent shall not, and nor shall instruct its Representatives not it authorize or knowingly permit any officer, director or employee of or any financial advisor, attorney or other advisor or representative (“Representatives”) of, Parent to, directly or indirectly, (i) initiate, seek or solicit, initiate or knowingly facilitate, induce or encourage the submission of, any Alternative Proposal (as hereinafter defined), (ii) enter into any letter of intent or facilitate agreement in principle or any agreement providing for, relating to or in connection with, any Alternative Proposal, (including by way of furnishing non-public informationiii) approve, endorse or recommend any Alternative Proposal, or (iv) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any third party any information with respect to, or take any other action that is reasonably expected to promote, directly or indirectly, knowingly facilitate any inquiries or the making or submission of any proposal that constitutesconstitutes any Alternative Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 4.2(a) by Parent or its directors, officers, employees or Representatives shall be deemed to be a breach of this Section 4.2(a) by Parent. Parent will, and will cause each of the directors, officers, employees and Representatives of Parent to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Alternative Proposal. Parent agrees that it will take the necessary steps to promptly inform its directors, officers, employees and Representatives of the obligations undertaken in this Section 4.2. (b) In addition to the obligations of Parent set forth in Sections 4.2(a) and 4.2(c), as promptly as practicable (and in any event within one (1) Business Day) after receipt of any Alternative Proposal or any request for nonpublic information or any inquiry relating in any way to, or that would reasonably be expected to lead to, an Acquisition any Alternative Proposal, Parent shall provide the Company with written notice of the material terms and conditions of such Alternative Proposal, request or inquiry, and the identity of the Person or group making any such Alternative Proposal, request or inquiry and a copy of all written materials provided to it in connection with such Alternative Proposal, request or inquiry. In addition, Parent shall provide the Company as promptly as practicable (and in any event within one (1) Business Day) with all information as is reasonably necessary to keep the Company reasonably informed of all material oral or written communications regarding, and the status and changes to the economic or other material terms of, any such Alternative Proposal, request or inquiry, and shall provide, as promptly as reasonably practicable, to the Company a copy of all material written materials (including material written materials provided by email or otherwise in electronic format) provided by or to Parent, any of its Subsidiaries or any of their Representatives in connection with such Alternative Proposal, request or inquiry. (c) Neither the Parent Board nor any committee thereof shall, directly or indirectly, (i) (A) withhold, withdraw, qualify, amend or modify (in each case, in a manner adverse to the Company) or publicly propose to withhold, withdraw, qualify, amend or modify (in each case, in a manner adverse to the Company), the approval, recommendation or declaration of advisability by the Parent Board or any committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement, or (B) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, any Alternative Proposal with respect to Akebia, or (ii) participate approve, adopt or engage in discussions or negotiations withrecommend, or disclose any non-public information publicly propose to approve, adopt or data relating torecommend, Akebia or allow Parent or any of its Subsidiaries Affiliates to any Person that has made execute or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreementinto, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shallarrangement or understanding or any tender offer (A) constituting, and shall instruct its Representatives or relating to, any Alternative Proposal or (xB) cause to be terminated any solicitation, encouragement, discussion requiring it (or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliatesthat would require it) to any data room (virtual abandon, terminate or otherwise) established for such purpose and (y) request fail to consummate the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information Merger or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received other transaction contemplated by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placethis Agreement.

No Solicitation. (a) From Romeo agrees that neither it nor any of its Subsidiaries shall, nor shall it nor any of its Subsidiaries authorize or permit any of the date hereof until the Expiration Date, the Stockholder shall not, and shall instruct Representatives retained by it or any of its Representatives not Subsidiaries to, directly or indirectly, : (i) solicit, initiate, seek or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) respond to or take any other action that is reasonably expected to promote, directly facilitate or indirectly, encourage any inquiries or the making communication, making, submission or submission announcement of any proposal Acquisition Proposal or Acquisition Inquiry or take any action that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal or Acquisition Inquiry; (ii) enter into or participate in any discussions or negotiations with any Person with respect to Akebia, any Acquisition Proposal or Acquisition Inquiry; (iiiii) participate or engage in discussions or negotiations with, or disclose furnish any non-public information or data relating to, Akebia regarding Romeo or any of its Subsidiaries to any Person that has made in connection with, in response to, relating to or could reasonably be expected to make for the purpose of assisting with, facilitating or encouraging an Acquisition Proposal with respect or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Akebia Section 6.1) (v) execute or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, term sheet, acquisition agreement, joint venture agreement, partnership agreement, merger agreement, acquisition option agreement or other similar agreementdocument or any Contract contemplating or otherwise relating to any Acquisition Transaction (an “Acquisition Agreement”); or (vi) grant any waiver or release under any confidentiality, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion standstill or negotiation with or involving any Person similar agreement (other than Akebia, Keryx and their Affiliatesto Nikola) conducted heretofore with respect to an Acquisition Proposalor approve any transaction under, or which could reasonably be expected to lead to any third party becoming an Acquisition Proposal“interested stockholder” under, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request Section 203 of the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereofDGCL. (b) In addition Notwithstanding anything contained in Section 5.4(a), prior to the obligations Acceptance Time, (i) Romeo may enter into discussions or negotiations with any Person that has made (and not withdrawn) a bona fide, unsolicited, Acquisition Proposal, which Romeo’s Board of Directors determines in good faith, after consultation with its independent financial advisor and its outside legal counsel, constitutes, or is reasonably likely to lead to, a Superior Offer, and (ii) thereafter furnish to such Person non-public information regarding Romeo pursuant to an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions, no-hire provisions and “standstill” provisions) at least as favorable to Romeo as those contained in the Confidentiality Agreement, but in each case of the foregoing clauses (i) and (ii), only if: (A) neither Romeo nor any Representative of Romeo has breached this Section 5.4; (B) the Romeo Board of Directors determines in good faith based on the advice of outside legal counsel that the failure to take such action would be inconsistent with the fiduciary duties of the Romeo Board of Directors under applicable Legal Requirements; (C) at least twenty-four (24) hours prior to furnishing any such non-public information to, or entering into discussions with, such Person, Romeo (x) gives Nikola written notice of the identity of such Person, the terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements and proposed financing) made thereby, and Romeo’s intention to furnish nonpublic information to, or enter into discussions with, such Person; and (y) furnishes concurrently such non-public information to Nikola (to the extent such non-public information has not been previously furnished by Romeo to Nikola). Without limiting the generality of the foregoing, Romeo acknowledges and agrees that, in the event any Romeo Representative (whether or not such Representative is purporting to act on behalf of Romeo) takes any action that, if taken by Romeo, would constitute a breach of this Section 5.4 by Romeo, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 5.4 by Romeo for purposes of this Agreement. Notwithstanding anything to the contrary set forth in this Section 4(a5.4, if the Romeo receives a bona fide written Acquisition Proposal or Acquisition Inquiry from a third party that was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in violation of this Agreement, then Romeo may contact the Person or any of its Representatives who has made such Acquisition Proposal or Acquisition Inquiry solely to clarify the terms of such Acquisition Proposal or Acquisition Inquiry so that the Romeo Board of Directors may inform itself about such Acquisition Proposal or Acquisition Inquiry and to inform such Person or its Representatives of this Section 5.4; provided that such action may only be to request from such Person a written response to questions for the purpose of clarifying such Acquisition Proposal or Acquisition Inquiry (and not for the purpose of engaging, directly or indirectly, in any discussions or negotiations of any sort regarding the material terms of the Acquisition Proposal or Acquisition Inquiry); provided further (x) simultaneously with sending any written communication to such Person, the Stockholder shallRomeo shall deliver to Nikola a copy of such written communication, as and (y) promptly as practicable after receipt thereof, (and in any event within 24 hours) after receiving any communication from such Person, the Romeo shall deliver to Nikola a copy of such communication. (c) If Romeo or any Romeo Representative receives an Acquisition Proposal or Acquisition Inquiry at any time during the Pre-Closing Period, then Romeo shall promptly (and in no event later than twenty-four (24) hours after Romeo becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise Akebia Nikola orally and in writing of any request for information or any such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, the terms thereof (including proposed financing), and any written materials submitted therewith). Romeo shall keep Nikola informed, on a current basis, in all material respects with respect to Akebiathe status and terms of any such Acquisition Proposal or Acquisition Inquiry and any modification or proposed modification thereto, and shall deliver copies of any written materials submitted therewith. In addition to the terms foregoing, Romeo shall provide Nikola with at forty-eight (48) hours’ written notice (or such shorter period of notice provided to its board of directors) of a meeting of its board of directors (or any committee thereof) at which its board of directors (or any committee thereof) is reasonably expected to consider an Acquisition Proposal or Acquisition Inquiry Romeo has received. (d) Romeo shall and conditions shall cause its Representatives to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of such requestits Representatives to continue, Acquisition Proposal, inquiryany and all existing activities, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection if any, with any third party conducted prior to the date of the foregoing and the identity of the Person or group making this Agreement with respect to any such request, Acquisition Proposal or inquiry Acquisition Inquiry and shall use its reasonable best efforts to cause any such third party (or with whom any discussions are taking placeits Representatives) in possession of non-public information in respect of Romeo or its Subsidiaries that was furnished by or on behalf of Romeo or its Subsidiaries to return or destroy (and confirm destruction of) all such information.

No Solicitation. (a) From Except as permitted by this Section 5.3, during the date hereof until Pre-Closing Period the Expiration Date, the Stockholder Acquired Companies shall not, and shall instruct its cause their officers and directors not to, and shall use reasonable best efforts to cause their other Representatives not to, directly or indirectly, (i) initiatecontinue any solicitation, seek knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) (A) solicit, initiate or knowingly facilitate or encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries regarding, or the making or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect (other than discussions solely to Akebiaclarify the terms and conditions of such proposal or offer), (iiB) engage in, continue or otherwise participate or engage in any discussions or negotiations withregarding, or disclose furnish to any other Person any non-public information in connection with, or data relating tofor the purpose of soliciting or knowingly encouraging or facilitating, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement proposal or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could offer that would reasonably be expected to lead to an Acquisition ProposalProposal (other than to state that the terms of this provision prohibit such discussion), and(C) approve, adopt, endorse or recommend or enter into any letter of intent, acquisition agreement, agreement in connection therewith, immediately discontinue access by principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or (D) take any action to exempt any Person (other than AkebiaParent and its Subsidiaries) from the restrictions on “business combinations” or any similar provision contained in applicable Takeover Laws or the Company’s organizational and other governing documents; (iii) waive or release any Person from, Keryx forebear in the enforcement of, or amend any standstill agreement or any standstill provisions of any other Contract; or (iv) resolve or agree to do any of the foregoing. As promptly as reasonably practicable (and their Affiliates) to in any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, event within two (2) Business Days from business days) following the date hereof, the Company shall request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all information or documents previously furnished to any Person (other than Parent, its Affiliates and their respective Representatives) that has made, has indicated an intention to make an Acquisition Proposal and all material incorporating such information created by any such Person. (b) In addition If at any time on or after the date of this Agreement and prior to the obligations set forth Offer Acceptance Time any Acquired Company or any of their Representatives receives a bona fide written Acquisition Proposal from any Person or group of Persons, which Acquisition Proposal was made on or after the date of this Agreement and did not result from a material breach of this Section 5.3, and the Board of Directors determines in Section 4(a)good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Offer and that the Stockholder shallfailure to take such action described in clauses (x) and (y) below would be inconsistent with its fiduciary duties under applicable Legal Requirements, then the Company and its Representatives may (x) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Acquired Companies to the Person or group of Persons who has made such Acquisition Proposal, provided that the Company shall as promptly as practicable after receipt thereof, (and in any event within 24 hours, advise Akebia ) provide to Parent any information concerning the Acquired Companies that is provided to any Person to the extent access to such information was not previously provided to Parent or its Representatives; and (y) engage in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, otherwise participate in discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection negotiations with any of the foregoing and the identity of the Person or group of Persons making such Acquisition Proposal; provided, in the case of clauses (x) and (y), that at or prior to the first time that the Company furnishes any information to or participates in any discussions or negotiations with any Person on or after the date of this Agreement, the Company shall provide written notice to Parent of such requestdetermination in good faith of the Board of Directors as provided for above. The Company shall provide Parent with an accurate and complete copy of any Acceptable Confidentiality Agreement entered into pursuant to this Section 5.3(b) for informational purposes only within 48 hours of execution thereof. (c) During the Pre-Closing Period, the Company shall (i) promptly (and in any event within 24 hours) notify Parent orally and in writing if any inquiries, proposals or offers with respect to, or that would reasonably be expected to lead to, an Acquisition Proposal are received by any Acquired Company or inquiry any of their Representatives and provide to Parent a copy of any written Acquisition Proposal (including any proposed term sheet, letter of intent, acquisition agreement or other agreement or other supporting materials with whom respect thereto) and a summary of any material unwritten terms and conditions thereof (and indicate the identity of such Person), and (ii) keep Parent reasonably informed of any material developments, discussions are or negotiations regarding any Acquisition Proposal on a prompt basis (and in any event within 24 hours of such material development, discussion or negotiation). (d) Nothing in this Section 5.3 or elsewhere in this Agreement shall prohibit the Company from disclosing to the stockholders of the Company any “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act or from taking placeand disclosing such other position or disclosure as is required under Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from taking any action necessary to comply with applicable Legal Requirements; provided, however, that the Board of Directors shall not effect a Company Adverse Change Recommendation except in accordance with Section 6.1.

No Solicitation. (a) From Unless this Agreement is terminated in accordance with the date hereof until the Expiration Dateterms hereof, the Stockholder Holopak, Foilmark and their respective Subsidiaries shall not, and nor shall instruct its Representatives not any of Holopak, Foilmark or any of their respective Subsidiaries, direct any of their respective officers, directors, employees, representatives, agents or Affiliates (including, without limitation, any investment banker, attorney or accountant retained by Holopak or Foilmark or any of their respective Subsidiaries), to, directly or indirectly, (i) initiate, seek solicit or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes), or would reasonably be expected to lead toenter into, or maintain or continue discussions or negotiate with any Person in furtherance of, an Acquisition Proposal with respect to AkebiaTransaction (as defined below); provided, (ii) participate however, that nothing herein shall prohibit the Board of Directors of Holopak or engage in Foilmark, as the case may be, from furnishing information to, or entering into discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebiaan Affiliate of Holopak or Foilmark, Keryx and their Affiliatesas the case may be) conducted heretofore with respect to that makes an unsolicited written proposal for an Acquisition ProposalTransaction after the date hereof, if the Board of Directors of Holopak or Foilmark, as the case may be, after consultation with and based upon the advice of outside legal counsel, determines in good faith that the failure to engage in such negotiations or discussions, or to disclose such non-public information, would be a breach of the Board of Directors of Holopak's or Foilmark's, as the case may be, fiduciary duties under applicable Law, and prior to taking such action, Holopak or Foilmark, as the case may be, provides written notice to the other within twenty-four (24) hours of receipt of any such proposal to the effect that it is taking such action (which could reasonably be expected notice shall identify the nature and material terms of the proposal). Holopak or Foilmark, as the case may be, shall promptly deliver to lead to the other a copy of any Acquisition Transaction Proposal and promptly notify the other of any indication that any Person is considering making an Acquisition Proposal, and, in connection therewith, immediately discontinue access by Transaction Proposal or of any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established request for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to Holopak or Foilmark, as the case may be, or their respective subsidiaries, or for access to the properties, books or records of Holopak or Foilmark, as the case may be, or their respective Subsidiaries, by any Person that may be considering making, or has made, an Acquisition Proposal, within two (2) Business Days from Transaction Proposal and shall keep the date hereofother fully and timely informed of the status of the same. (b) In addition to the obligations set forth in Section 4(a)For purposes of this Agreement, the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any "Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder Transaction" shall provide to Akebia copies of any written materials received by the Stockholder in connection with mean a transaction involving any of the foregoing and following (other than the identity transactions contemplated by the Agreement with Foilmark or Holopak) involving Foilmark (or any of its Subsidiaries) or Holopak (or any of its Subsidiaries), as the Person case may be: (v) any direct or group making indirect acquisition or purchase of more than 20% of any such requestclass of equity securities of Foilmark or Holopak, Acquisition Proposal or inquiry or with whom as the case may be; (w) any discussions are taking place.merger, consolidation, share exchange,

No Solicitation. (a) The Company shall immediately cease any discussions or negotiations with any Person that may be ongoing with respect to a Company Acquisition Proposal. From and after the date hereof of this Agreement until the Expiration Dateearlier to occur of the Effective Time or the date of termination of this Agreement in accordance with Article 10, the Stockholder Company shall not, and nor shall instruct it permit any of its Representatives not Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any Affiliate, investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly, (i) initiate, seek or solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) information which has not been previously publicly disseminated), or take any other action that is reasonably expected designed to promote, directly or indirectlyfacilitate, any inquiries inquiry or the making or submission of any proposal that inquiry, proposal, indication of interest or offer which constitutes, or would reasonably be expected to lead to, an a Company Acquisition Proposal with respect to AkebiaProposal, (ii) participate subject to Section 8.02(b), approve or engage in discussions or negotiations withrecommend, or disclose any non-public information propose to approve or data relating torecommend, Akebia or any of its Subsidiaries to any Person that has made execute or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect arrangement or understanding relating to an a Company Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebiaan Acceptable Confidentiality Agreement) (each an “Alternative Acquisition Agreement”), Keryx and their Affiliates(iii) conducted heretofore with respect to an enter into, continue or otherwise participate in any discussions or negotiations regarding any Company Acquisition Proposal, or which (iv) agree to do any of the foregoing; provided, however, that if, prior to obtaining the Acceptance Date, following the receipt of a bona fide written Company Acquisition Proposal that the Company Board determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, is or could reasonably be expected to lead to an a Superior Proposal and that was unsolicited and made after the date of this Agreement in circumstances not otherwise involving a breach of this Agreement, the Company may, in response to such Company Acquisition Proposal, andand subject to compliance with Section 8.02(b)(i), furnish information with respect to the Company to the Person making such Company Acquisition Proposal and engage in connection therewithdiscussions or negotiations with such Person regarding such Company Acquisition Proposal; provided, immediately discontinue access by that (A) prior to furnishing, or causing to be furnished, any such nonpublic information relating to the Company to such Person, the Company enters into a confidentiality agreement with the Person making such Company Acquisition Proposal (other than Akebia, Keryx and their Affiliatesan “Acceptable Confidentiality Agreement“) that (x) does not contain any provision that would prevent the Company from complying with its obligation to provide any data room (virtual or otherwise) established for such purpose disclosure to Parent required pursuant to this Section 8.02 and (y) request contains confidentiality provisions that are no less restrictive on such Person than those contained in the return Confidentiality Agreement as in effect immediately prior to the execution of this Agreement, and (B) promptly following furnishing any such nonpublic information to such Person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously so furnished to Parent or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereofits Representatives). (b) Except as permitted pursuant to this Section 8.02(b), the Company Board shall not effect a Company Adverse Recommendation Change. Notwithstanding anything to the contrary in this Agreement, prior to the Acceptance Time, the Company Board may effect a Company Adverse Recommendation Change if (and only if): (I) (A) a written Company Acquisition Proposal that was not solicited in violation of this Agreement is made to the Company by a Third Party and such Company Acquisition Proposal is not withdrawn and (B) the Company Board concludes in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that such Company Acquisition Proposal constitutes a Superior Proposal; or (II) in all other cases not involving any Company Acquisition Proposal, the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel, that the failure to make a Company Adverse Recommendation Change would be inconsistent with its fiduciary duties under applicable Laws; provided, however, that, prior to making any Company Adverse Recommendation Change: (i) in the case of Section 8.02(b)(I), the Company Board shall provide Parent at least three (3) Business Days’ prior written notice of its intention to take such action, which notice shall include, as applicable, the information with respect to the Superior Proposal that is specified in Section 8.02(b)(I), as well as a copy of such Company Acquisition Proposal, or, in the case of Section 8.02(b)(II), the reasons underlying the Board’s decision to make a Company Adverse Recommendation Change; and, during the 72 hours following such written notice (or such shorter period as is specified below), the Company Board and its Representatives shall negotiate in good faith with Parent (to the extent Parent desires to negotiate) regarding any revisions to the terms of the transactions contemplated hereby proposed by the Parent; and at the end of such 72 hours (or such shorter period as is specified below), (a) the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel and financial advisors (and taking into account any adjustment or modification of the terms of this Agreement proposed in writing by Parent), that the Company Acquisition Proposal continues to be a Superior Proposal or (b) in all other cases not involving a Company Acquisition Proposal, the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that the failure to make a Company Adverse Recommendation Change would be inconsistent with its fiduciary duties under applicable Laws. Any material amendment or modification to any Superior Proposal the Company shall promptly (but in any event within 24 hours of occurrence) notify Parent of such material amendment or modification and the provisions of this Section 8.02(b) shall apply successively each additional time to any such material amendment or modification to any such Superior Proposal; provided, however, that the period during which the Company Board effecting the Company Adverse Recommendation Change and its Representatives are required to negotiate in good faith with Parent regarding any revisions to the terms of this Agreement proposed by Parent in response to such materially amended or modified Superior Proposal pursuant to the provisions above shall expire 48 hours after the Company Board provides written notice of such material amendment or modification to such Superior Proposal; provided, further, that in the event there is a Company Adverse Recommendation Change made in compliance with this Section 8.03(b) with respect to a Superior Proposal, the Company shall only enter into an Alternative Acquisition Agreement with respect thereto by terminating this Agreement in accordance with Section 10.01(d)(ii). (c) In addition to the obligations of the Company and Parent set forth in Section 4(a8.02(a) and Section 8.02(b), the Stockholder shall, as Company shall promptly as practicable after receipt thereof, (and in any event within 24 hours, ) advise Akebia Parent orally and in writing of any request for information proposals or any Acquisition Proposal offers with respect to Akebia, and the terms and conditions of such request, a Company Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials Proposal that are received by the Stockholder Company (or any of its Representatives), indicating, in connection with any of the foregoing and such notice, the identity of the Person or group of Persons making the proposal or offer and the material terms and conditions of any such proposals or offers (including, if applicable, copies of any written proposals or offers, including proposed agreements) and thereafter shall keep Parent reasonably informed, on a prompt basis of any material changes to the status and material terms of any such proposals or offers (including any material amendments thereto or any change to the scope or material terms or conditions thereof, and including copies of definitive agreements). (d) Nothing contained in this Section 8.02 or Section 8.03, but in all cases subject to Section 8.02(a) or Section 8.02(b)(i), as applicable, shall prohibit the Company Board from (i) taking and disclosing to their stockholders a position contemplated by Rule 14e-2(a) promulgated under the 1934 Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the 1934 Act or (ii) making any disclosure to their stockholders if the Company Board determines in good faith, after consultation with the Company’s outside counsel, that the failure to make such request, Acquisition Proposal or inquiry or disclosure would reasonably be likely to be inconsistent with whom any discussions are taking placeits fiduciary duties under applicable Law.

No Solicitation. (a) From Subject to Section 7.10(d), each of MCC and SIC shall, and shall use commercially reasonable efforts to cause its representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Third Party relating to any Competing Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Competing Proposal. (b) Until the earlier of the Effective Time and termination of this Agreement, each of MCC and SIC shall, as promptly as reasonably practicable, and in any event within two (2) Business Days of receipt by it or any of its representatives of any Competing Proposal or any inquiry that could reasonably be expected to lead to a Competing Proposal, deliver to the other party a written notice setting forth: (A) the identity of the Third Party making such Competing Proposal or inquiry (to the extent not prohibited by any applicable confidentiality agreement existing prior to the date hereof of this Agreement) and (B) the material terms and conditions of any such Competing Proposal. MCC and SIC shall keep the other party reasonably informed of any material amendment or modification of any such Competing Proposal on a prompt basis, and in any event within two (2) Business Days thereafter. (c) Except as otherwise provided in this Agreement (including Section 7.10(d)), until the Expiration Dateearlier of Effective Time and termination of this Agreement in accordance with its terms, the Stockholder each of MCC and SIC shall not, and shall instruct not permit its Representatives Subsidiaries to, and shall use commercially reasonable efforts to cause its representatives not to, directly or indirectly, (i) initiate, seek or solicit, induce or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected inquiry with respect to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutesor offer with respect to a Competing Proposal or (ii) engage in negotiations or discussions with, or would furnish any material nonpublic information to, or enter into any agreement, arrangement or understanding with, any Third Party relating to a Competing Proposal or any inquiry or proposal that could reasonably be expected to lead toto a Competing Proposal; provided however, an Acquisition Proposal that notwithstanding the foregoing, (A) each of MCC and SIC may inform Persons of the provisions contained in this Section 7.10, and (B) each of MCC and SIC shall be permitted to grant a waiver of, or terminate, any “standstill” or similar obligation of any Third Party with respect to AkebiaMCC or SIC, as applicable, in order to allow such Third Party to submit a Competing Proposal, if the MCC Board or SIC Board, as applicable, determines in good faith (after consultation with such party’s legal counsel) that a failure to take such action with respect to such “standstill” or similar obligation could reasonably be expected to be inconsistent with its duties under Applicable Law. (d) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the date that MCC Stockholder Approval is obtained (in the case of MCC) or SIC Stockholder Approval is obtained (in the case of SIC), in the event that MCC (or its representatives on MCC’s behalf) or SIC (or its representatives on SIC’s behalf) receives a Competing Proposal from any Third Party, (i) MCC and its representatives or SIC and its representatives, as applicable, may contact such Third Party to clarify any ambiguous terms and conditions thereof (without the MCC Board or SIC Board, as applicable, being required to make the determination in clause (ii) participate of this Section 7.10(d)) and (ii) MCC and the MCC Board and its representatives or SIC and the SIC Board and its representatives, as applicable, may engage in negotiations or substantive discussions or negotiations with, or disclose furnish any non-public information or data relating and other access to, Akebia any Third Party making such Competing Proposal and its representatives and Affiliates if the MCC Board or any of SIC Board, as applicable, determines in good faith (after consultation with its Subsidiaries to any Person outside financial advisors and legal counsel) that has made (A) such Competing Proposal either constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal and (B) failure to consider such Competing Proposal could reasonably be expected to be inconsistent with the fiduciary duties of the directors of MCC or SIC, as applicable, under Applicable Law; provided, that (x) such Competing Proposal did not result from any material breach of any of the provisions set forth in this Section 7.10, (y) prior to furnishing any material non-public information concerning MCC or SIC, as applicable, MCC or SIC, as applicable, receives from such Third Party, to the extent such Third Party is not already subject to a confidentiality agreement with MCC or SIC, as applicable, a confidentiality agreement containing confidentiality terms that are not less favorable in the aggregate to MCC or SIC, as the case may be, than those contained in the Confidentiality Agreement (unless MCC or SIC, as applicable, offers to amend the Confidentiality Agreement to reflect such more favorable terms) (it being understood and agreed that such confidentiality agreement need not restrict the making of Competing Proposals (and related communications) to MCC or the MCC Board or to SIC or the SIC Board, as the case may be) (an “Acceptable Confidentiality Agreement”) and (z) MCC or SIC, as the case may be, shall (subject to the terms of any confidentiality agreement existing prior to the date hereof) promptly provide or make available to the other party any material written non-public information concerning it that it provides to any Third Party given such access that was not previously made available to the other party or its representatives. (e) Except as otherwise provided in this Agreement, (i) the MCC Board shall not effect an Acquisition Proposal with respect MCC Adverse Recommendation Change and the SIC Board shall not effect an SIC Adverse Recommendation Change (each, an “Adverse Recommendation Change”), (ii) MCC Board shall not approve or recommend, or allow MCC to Akebia execute or (iii) enter into any agreementinto, including any letter of intent, memorandum of understanding, understanding or definitive merger or similar agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to any Competing Proposal (other than an Acquisition Proposal Acceptable Confidentiality Agreement), and (iii) the SIC Board shall not approve or recommend, or allow SIC to execute or enter into, any letter of intent, memorandum of understanding or definitive merger or similar agreement with respect to Akebia. The any Competing Proposal (other than an Acceptable Confidentiality Agreement); provided however, that notwithstanding anything in this Agreement to the contrary, if at any time prior to the receipt of MCC Stockholder shallApproval (in the case of MCC) or the SIC Stockholder Approval (in the case of SIC), MCC or SIC, as the case may be, has received a Competing Proposal that its board of directors has determined in good faith (after consultation with its outside financial advisor and shall instruct its Representatives tolegal counsel) constitutes a Superior Proposal, the MCC Board or SIC Board, as applicable, may (x) cause make an Adverse Recommendation Change in connection with such Superior Proposal if the board of directors effecting the Adverse Recommendation Change determines in good faith (after consultation with its outside financial advisor and legal counsel) that failure to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to make an Acquisition Proposal, or which Adverse Recommendation Change could reasonably be expected to lead to an Acquisition Proposalbe inconsistent with the fiduciary duties of the MCC Board or SIC Board, andas applicable, in connection therewithunder Applicable Law, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and and/or (y) request authorize, adopt or approve such Superior Proposal and cause or permit MCC or SIC, as applicable, to enter into a definitive agreement with respect to such Superior Proposal concurrently with the return termination of this Agreement in accordance with Section 9.1(g) or destruction 9.1(i), as applicable, but in each case only after providing the Notice of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Adverse Recommendation or Notice of Superior Proposal, within two (2) Business Days from the date hereofas applicable, and entering into good faith negotiations as required by Section 7.10(f). (bf) In addition Notwithstanding anything to the obligations set forth contrary in this Agreement, no Adverse Recommendation Change may be made and no termination of this Agreement pursuant to Section 4(a9.1(g) or Section 9.1(i), as applicable, may be effected, in each case until after the Stockholder shallthird (3rd) Business Day following receipt of written notice from the party intending to effect any Adverse Recommendation Change to the other party advising the other party that its board of directors intends to make an Adverse Recommendation Change (a “Notice of Adverse Recommendation”) or terminate this Agreement pursuant to Section 9.1(g) or 9.1(i), as promptly as practicable after receipt thereofapplicable (a “Notice of Superior Proposal”), and in any event within 24 hoursspecifying the reasons therefor, advise Akebia in writing including, if the basis of any request for information or any Acquisition Proposal with respect to Akebiathe proposed action is a Superior Proposal, and the material terms and conditions of any such requestSuperior Proposal. At the option of the party not seeking to terminate this Agreement pursuant to Section 9.1(g) or 9.1(i), Acquisition the parties shall negotiate in good faith during such period to amend this Agreement in such a manner that the offer that was determined to constitute a Superior Proposal no longer constitutes a Superior Proposal. In determining whether to make an Adverse Recommendation Change or in determining whether a Competing Proposal constitutes a Superior Proposal, inquirythe applicable board of directors shall take into account any revisions to the terms of this Agreement proposed in writing by the other party in response to a Notice of Adverse Recommendation, discussions a Notice of Superior Proposal or negotiations, otherwise. Any material amendment to such Superior Proposal shall require a new Notice of Superior Proposal and the Stockholder applicable party shall provide be required to Akebia copies comply again with the requirements of any written materials received this Section 7.10(f). (g) Nothing in this Agreement shall restrict MCC or SIC from taking or disclosing a position contemplated by Rules 14d-9 or 14e-2(a) under the Exchange Act, or otherwise making disclosure to comply with Applicable Law (it being agreed that a “stop, look and listen” communication by the Stockholder in connection with any MCC Board or SIC Board to its stockholders pursuant to Rule 14d-9(f) under the Exchange Act or a factually accurate public statement by MCC or SIC that describes MCC’s or SIC’s receipt, as applicable, of the foregoing a Competing Proposal and the identity operation of the Person or group making any such request, Acquisition Proposal or inquiry or this Agreement with whom any discussions are taking placerespect thereto shall not be deemed to be an Adverse Recommendation Change).

No Solicitation. (a) From Prior to the date hereof until the Expiration DateEffective Time, the Stockholder shall notCompany agrees that neither it, and shall instruct any of its Representatives not toSubsidiaries or its affiliates, nor any of the respective directors, officers, employees, affiliates, agents or representatives of the foregoing (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) will, directly or indirectly, (i) solicit, initiate, seek facilitate or solicit, or knowingly encourage or facilitate (including by way of furnishing or disclosing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, with respect to or would which may reasonably be expected to lead to, any merger, consolidation or other business combination involving the Company or any Subsidiary of the Company (other than any acquisition by the Company permitted under Section 6.1(c)) or the acquisition of all or any significant assets or capital stock of the Company or any Subsidiary of the Company taken as a whole (an "Acquisition Proposal Transaction") or negotiate, explore or otherwise engage in discussions with any corporation, partnership, person, other entity or group (as defined in Section 13(d)(2) of the Exchange Act) (other than Parent and its representatives) in furtherance of such inquiries or with respect to Akebia, (ii) participate or engage in discussions or negotiations withany Acquisition Transaction, or disclose endorse any non-public information Acquisition Transaction, or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement arrangement or other similar agreement, understanding with respect to any such Acquisition Transaction or which would require it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement; provided, however, that the Company may, in response to an Acquisition Proposal unsolicited written proposal from a third party, furnish information to and engage in discussions with respect such third party, in each case only if the Board of Directors of the Company determines in good faith by a majority vote, after consultation with its financial advisor, Houlihan, Lokey, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., and after reviewing the advice of outside counsel to Akebiathe Company, that such action is reasonably likely to be required by the fiduciary duties of the Board of Directors and, prior to taking such action, the Company (i) provides reasonable notice to Parent to the effect that it is taking such action and (ii) receives from such corporation, partnership, person or other entity or group (and delivers to Parent) an executed confidentiality agreement in reasonably customary form. The Stockholder shallCompany agrees that as of the date hereof, it, its Subsidiaries and affiliates, and the respective directors, officers, employees, agents and representatives of the foregoing, shall instruct its Representatives to, (x) immediately cease and cause to be terminated any solicitationexisting activities, encouragement, discussion discussions or negotiation negotiations with or involving any Person person (other than Akebia, Keryx Parent and their Affiliatesits representatives) conducted heretofore with respect to an any Acquisition ProposalTransaction. The Company agrees to immediately advise Parent in writing of any inquiries or proposals (or desire to make a proposal) received by (or indicated to), any such information requested from, or which could reasonably any such negotiations or discussions sought to be expected to lead initiated or continued with, any of it, its Subsidiaries or affiliates, or any of the respective directors, officers, employees, agents or representatives of the foregoing, in each case from a corporation, partnership, person or other entity or group (other than Parent and its representatives) with respect to an Acquisition ProposalTransaction, andand the terms thereof, including the identity of such third party, and to update on an ongoing basis or upon Parent's request, the status thereof, as well as any actions taken or other developments pursuant to this Section 7.2(a). Notwithstanding anything in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliatesthe foregoing provisions of the Section 7.2(a) to the contrary: (i) the Company shall not disclose any data room (virtual information received by it or otherwise) established for any of its directors, officers, employees, agents or representatives pursuant to the Confidentiality Agreement or any other confidentiality or other similar agreement between the Company and Parent to any person in violation of such purpose agreement and (yii) request the return or destruction of all Company shall not be obligated to disclose to Parent any confidential and non-public information provided to the Company by any third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from party in violation of any confidentiality agreement between the date hereofCompany and such third party provided for in this Section 7.2. (b) In addition to the obligations Except as set forth in this Section 4(a7.2(b), the Stockholder shallBoard of Directors of the Company shall not (i) withdraw or modify, as promptly as practicable after receipt thereofor propose to withdraw or modify, and in any event within 24 hoursa manner adverse to the Parent or the Sub, advise Akebia in writing the approval or recommendation by the Board of any request for information Directors of this Agreement or the Merger, (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal Transaction or (iii) cause the Company to enter into any agreement with respect to Akebiaany Acquisition Transaction. Notwithstanding the foregoing, in the event that prior to the Effective Time the Board of Directors of the Company determines in good faith by a majority vote, after consultation with its financial advisor, Houlihan, Lokey, ▇▇▇▇▇▇ & Zukin, Inc., and after reviewing the terms and conditions advice of outside counsel to the Company, that such requestaction is reasonably likely to be required by the fiduciary duties of the Board of Directors, Acquisition Proposal, inquiry, discussions the Board of Directors of the Company may withdraw or negotiations, modify its approval or recommendation of this Agreement and the Stockholder Merger, approve or recommend an Acquisition Transaction or cause the Company to enter into an agreement with respect to an Acquisition Transaction, provided, in each case, that such Board determines in its good faith reasonable judgment, by a majority vote after consultation with its financial advisor and after reviewing the advice of outside counsel to the Company, that the Acquisition Transaction is more favorable to the stockholders of the Company than the Merger. The Company shall provide reasonable prior notice to Akebia copies of any written materials received by the Stockholder in connection with any of Parent or the foregoing and Sub to the identity of the Person or group making any effect that it is taking such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeaction.

No Solicitation. (a) From and after the date hereof until the Expiration Dateearlier of the Effective Time or the termination of this Agreement pursuant to Article 7, the Stockholder Company, its subsidiaries and their affiliates shall not, and shall instruct its cause the Company Representatives not to, directly or indirectly, (i) initiate, seek or solicit, initiate or knowingly encourage or facilitate (including including, without limitation, by way of furnishing non-public information) information or assistance), or take any other action that is reasonably expected to promote, directly or indirectlyknowingly facilitate, any inquiries inquiry in connection with or the making or submission of any proposal from any Person that constitutes, or would may reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia(as defined in Section 5.10(f)), (ii) enter into, maintain, participate in or engage continue any discussion or negotiation with any Person (other than Merger Sub, Parent or any of the Purchaser Representatives, as applicable) regarding an Acquisition Proposal, or furnish to any Person (other than Merger Sub, Parent or any of the Purchaser Representatives, as applicable) any information or otherwise cooperate in discussions or negotiations any way with, or disclose assist or participate in, facilitate or encourage, any non-public information effort or data relating toattempt by any other Person (other than Merger Sub, Akebia Parent or any of its Subsidiaries to any Person that has made or could reasonably be expected the Purchaser Representatives, as applicable) to make or effect an Acquisition Proposal with respect to Akebia Proposal, or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement arrangement or other similar agreement, understanding with respect to, or otherwise publicly endorse, any Acquisition Proposal; provided, however, that nothing contained in this Section 5.10 shall prohibit the Company Board, prior to approval of this Agreement by the stockholders of the Company at the Stockholders Meeting, from furnishing information to, or engaging in discussions or negotiations with, any Person that makes an unsolicited Acquisition Proposal (which did not result from a breach of this Section 5.10) if (A) the Company Board determines in good faith after consultation with respect its independent outside legal counsel, that such action is necessary for the Company Board to Akebia. The Stockholder shall, and shall instruct comply with its Representatives tofiduciary duties to the Company’s stockholders under applicable Law, (xB) cause to be terminated any solicitation, encouragement, discussion the Acquisition Proposal constitutes or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could would reasonably be expected to lead to a Superior Proposal (as defined in Section 5.10(g)) and (C) prior to furnishing such information to, or engaging in discussions or negotiations with, such Person, the Company receives from such Person an Acquisition Proposal, andexecuted confidentiality agreement (which agreement shall be provided to Parent for information purposes unless it is a confidentiality agreement in place as of the date hereof which by its terms is not permitted to be provided to Parent) with terms no less favorable to the Company (unless a confidentiality agreement already exists), in connection therewithall material respects, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request those contained in the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereofConfidentiality Agreement. (b) In addition From and after the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article 7, if the Company Board is entitled to furnish information to, or engage in discussions or negotiations with, any Person pursuant to Section 5.10(a), the Company Board may, prior to the obligations approval of this Agreement by the stockholders of the Company at the Stockholders Meeting, terminate this Agreement in respect of any Acquisition Proposal pursuant to the termination provisions set forth in Section 4(a)Article 7 hereof if (A) such Acquisition Proposal constitutes a Superior Proposal and (B) the Company Board shall have determined in good faith after consultation with independent outside legal counsel, that such action is necessary for the Stockholder shall, as Company Board to comply with its fiduciary duties to the Company’s stockholders under applicable Law. (c) The Company (i) will promptly as practicable after receipt thereof, and (but in any event within 24 hours, advise Akebia one day) notify Parent orally and in writing of the receipt of any Acquisition Proposal or any inquiry regarding the making of an Acquisition Proposal including any request for information or any Acquisition Proposal with respect to Akebiainformation, and the terms and conditions of such request, Acquisition ProposalProposal or inquiry and, inquiry, discussions or negotiations, and unless prohibited by the Stockholder shall provide to Akebia copies terms of any written materials received by the Stockholder confidentiality agreement in connection with any place as of the foregoing and date of this Agreement, the identity of the Person making such request, Acquisition Proposal or group making inquiry and (ii) will keep Parent fully informed of the status and details (including amendments and proposed amendments) of any such request, Acquisition Proposal or inquiry inquiry. Prior to taking any of the actions referred to in Section 5.10(a), the Company Board shall promptly (but in any event within one day) notify Parent orally and in writing of any action it proposes to take with respect to such Acquisition Proposal. After taking any such action, the Company Board shall promptly advise Parent orally and in writing of the status of such action as developments arise or as requested by Parent. Without limiting the foregoing, at least three business days prior to taking any of the actions referred to in Section 5.10(b), the Company Board shall notify Parent of any such action it proposes to take and, during such three business day period, the Company Board shall negotiate in good faith with whom Parent with respect to any revised proposal to acquire the Common Shares that Parent may make prior to or during such three business day period. (d) Nothing contained in this Agreement shall prevent the Company Board from taking, and disclosing to the Company’s stockholders, a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to any tender offer; provided, however, that none of the Company, the Company Board or any Company Representative shall, except as permitted by Section 5.10(b), propose to approve or recommend any Acquisition Proposal. Further, nothing in this Agreement shall prohibit the Company from disclosing the terms of any Acquisition Proposal received prior to the date hereof in the Proxy Statement and the inclusion of the terms of such Acquisition Proposal in the Proxy Statement shall not in and of itself constitute the public announcement of an Acquisition Proposal. (e) The Company and each of its subsidiaries shall immediately cease and cause its affiliates and the Company Representatives to cease any and all existing activities, discussions are taking placeor negotiations with any parties (other than Merger Sub, Parent or any of the Purchaser Representatives, as applicable) conducted heretofore with respect to any Acquisition Proposal, and shall request any such parties in possession of confidential information about the Company that was furnished by or on behalf of the Company in connection with such Acquisition Proposal to return or destroy all such information in the possession of any such party or its representatives. (f) For purposes of this Agreement, “Acquisition Proposal” shall mean any offer or proposal for, or any indication of interest in, (i) any direct or indirect acquisition or purchase of 15% or more of the total assets of the Company or any of its subsidiaries, in a single transaction or series of related transactions, (ii) any direct or indirect acquisition or purchase of 15% or more of any class of equity securities of the Company or any of its subsidiaries, in a single transaction or series of related transactions, (iii) any tender offer or exchange offer (including a self-tender offer) that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of the Company or any of its subsidiaries, (iv) any merger, consolidation, share exchange, business combination, recapitalization, reclassification or other similar transaction involving the Company or any of its subsidiaries or (v) any public announcement of an agreement, proposal or plan to do any of the foregoing, other than the Transactions contemplated by this Agreement.

No Solicitation. (a) From Immediately upon execution of this Agreement, the Stockholders shall (and shall use best efforts to cause the Company and its officers, directors, employees, investment bankers, attorneys and other agents or representatives to) cease all discussions, negotiations, responses to inquiries and other communications with all third parties who, prior to the date hereof until hereof, may have expressed or otherwise indicated any interest in pursuing an Acquisition Proposal with the Expiration DateCompany. (b) Prior to termination of this Agreement pursuant to Section 8 hereof, the each Stockholder shall hereby covenants and agrees that he or she will not, and each Stockholder shall instruct use best efforts to cause the Company and its Representatives officers, directors, employees, investment bankers, attorneys and other agents or representatives not to, directly or indirectly, (i) initiate, seek solicit or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promoteencourage, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, constitutes an Acquisition Proposal with respect to AkebiaProposal, (ii) engage or participate in negotiations or engage in discussions or negotiations with, or disclose furnish any non-public information or data relating to, Akebia or take any of its Subsidiaries other action to, facilitate any inquiries or making any proposal by, any third party relating to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia Proposal, or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an any Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to approve an Acquisition Proposal; provided, or which could reasonably be expected that if a Stockholder is a director of the Company, such Stockholder may, as such a director (but not as a stockholder), engage in the activities specified in (ii) and (iii), but only if and to lead the extent that the Company Board may do so pursuant to an Section 5.6(b) of the Merger Agreement, and only subject to the conditions and limitations set forth in said Section 5.6(b). In the event that any Stockholder shall receive any Acquisition Proposal, and, he or she shall promptly (and in connection therewith, immediately discontinue access by any Person (other no event later than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable 24 hours after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect ) furnish to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and Buyer the identity of the Person or group making any Potential Acquiror, the terms of such requestAcquisition Proposal, Acquisition Proposal or inquiry or copies of all information requested by the Potential Acquiror, and shall further promptly inform Buyer in writing as to the fact such information is to be provided after compliance with whom any discussions are taking place.the terms of the preceding sentence. Without limiting the

No Solicitation. (a) From the date hereof of this Agreement until the Expiration DateEffective Time or the termination of this Agreement in accordance with Article VIII, except as specifically permitted in Sections 6.03(d), 6.03(f) or 6.03(g)(ii), the Stockholder Company shall not, and nor shall instruct it authorize or permit any of its Subsidiaries or its or their Representatives not to, directly or indirectly, : (i) initiate, seek or solicit, initiate or knowingly encourage any inquiries, offers or facilitate (including by way of furnishing non-public information) or take any other action proposals that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutesconstitute, or would are reasonably be expected likely to lead to, an any Acquisition Proposal with respect to Akebia, Proposal; (ii) participate or engage in discussions or negotiations with, furnish or disclose any non-public information or data relating to, Akebia to the Company or any of its Subsidiaries to, or in response to a request therefor, give access to the properties, assets or the books and records of the Company or its Subsidiaries to, any Person that has made or, to the Knowledge of the Company, may be considering making any Acquisition Proposal or could reasonably be expected to make otherwise in connection with an Acquisition Proposal Proposal; (iii) grant any waiver or release under any standstill or similar contract with respect to Akebia the Shares, any Company Equity Securities or any properties or assets of the Company or its Subsidiaries; (iv) withdraw, modify or amend the approval or recommendation of the Offer, the Merger or this Agreement by the Board of Directors of the Company; (v) approve, endorse or recommend any Acquisition Proposal; (vi) enter into any agreement in principle, arrangement, understanding or contract relating to any Acquisition Proposal; or (vii) take any action to exempt or make not subject to the provisions of Section 203 of the DGCL or any other state takeover statute or state Law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any Person (other than Parent and its Subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom. (b) The Company shall, and shall cause each of its Subsidiaries and instruct its Representatives to, immediately cease any existing solicitations, discussions, negotiations or other activity with any Person being conducted with respect to any Acquisition Proposal on the date hereof. The Company shall promptly inform its Representatives who have been engaged or are otherwise providing assistance in connection with the transactions contemplated by this Agreement of the Company’s obligations under this Section 6.03. Without limiting the foregoing, the Company agrees that any breach of the restrictions set forth in this Section 6.03, including any failure of such Representatives to comply with any instructions referred to above, by any of such Representatives or any Affiliate or Subsidiary of the Company shall be deemed to be a breach by the Company of this Section 6.03. (c) The Company shall notify Parent as soon as practicable (but in any event within 24 hours) after receipt of (i) any Acquisition Proposal or indication that any Person is considering making an Acquisition Proposal, (ii) any request for information relating to the Company or any of its Subsidiaries or (iii) any request for access to the properties, assets or the books and records of the Company or its Subsidiaries that the Company reasonably believes is reasonably likely to lead to an Acquisition Proposal. The Company shall provide Parent promptly with the identity of such Person, a detailed description of such Acquisition Proposal, indication or request and, if applicable, a copy of such Acquisition Proposal. The Company shall keep Parent fully informed on a reasonably current basis of the status and details of any such Acquisition Proposal, indication or request. (d) Notwithstanding the foregoing, prior to the Acceptance Date, nothing in this Agreement shall prevent the Company or its Board of Directors from: (i) engaging in discussions or negotiations with, or furnishing or disclosing any information relating to, the Company or any of its Subsidiaries or, in response to a request therefor, giving access to the properties, assets or the books and records of the Company or any of its Subsidiaries to, any Person who has made a bona fide written and unsolicited Acquisition Proposal made after the date hereof if the Board of Directors determines that such Acquisition Proposal is reasonably likely to result in a Superior Proposal, but only so long as (x) the Board of Directors has (A) acted in good faith and by a majority of the members of its entire Board of Directors, (B) determined, after consultation with its legal and financial advisors, that such Acquisition Proposal is reasonably likely to result in a Superior Proposal and (C) determined, after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of its fiduciary obligations to the stockholders of the Company under applicable Laws (in the case of (B) and (C), taking into account any adjustments to the terms and conditions of this Agreement, the Offer or the Merger offered in writing by Parent in response to such Acquisition Proposal), and (y) the Company (A) enters into a confidentiality agreement with such Person on terms and conditions no more favorable to such Person than those contained in the Confidentiality Agreement and (B) concurrently discloses or makes available the same information to Parent as it makes available to such Person in accordance with Section 6.03(e); and (ii) subject to compliance with Section 6.03(d)(i), entering into a definitive agreement with respect to a Superior Proposal (and taking any action required under Section 203 of the DGCL or any other state takeover Law in connection with such Superior Proposal), but only so long as (A) the Board of Directors, acting in good faith and by a majority of the members of the entire Board of Directors, has approved such definitive agreement, (B) the Board of Directors has determined, after consultation with its outside legal and financial advisors, that such bona fide written and unsolicited Acquisition Proposal constitutes a Superior Proposal, (C) the Board of Directors of the Company has determined, after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of its fiduciary obligations to the stockholders of the Company under applicable Laws and (D) the Company terminates this Agreement pursuant to, and after complying with all of the provisions of, Section 8.01(f). (e) If the Company or any of its Subsidiaries or its or their Representatives receives a request for information from a Person who has made an unsolicited bona fide written Acquisition Proposal involving the Company and the Company is permitted to provide such Person with information pursuant to this Section 6.03, the Company will provide to Parent a copy of the confidentiality agreement with such Person promptly upon its execution and provide to Parent a list of, and copies of, the information provided to such Person concurrently with its delivery to such Person and promptly provide Parent with access to all information to which such Person was provided access, in each case only to the extent not previously provided to Parent. (f) The Board of Directors of the Company shall not (i) approve, endorse or recommend, or propose to approve, endorse or recommend, any Acquisition Proposal or (ii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principleprinciple or understanding or a contract relating to an Acquisition Proposal, merger agreementunless the Company terminates this Agreement pursuant to, acquisition agreement or other similar agreementand after complying with all of the provisions of, Section 8.01(f). (g) Notwithstanding the foregoing, (i) the Board of Directors of the Company shall be permitted to disclose to the stockholders of the Company a position with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shallrequired by Rule 14e-2(a), and shall instruct its Representatives to, (xItem 1012(a) cause to be terminated any solicitation, encouragement, discussion of Regulation M-A or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose Rule 14d-9 promulgated under the Exchange Act and (yii) request the return Board of Directors of the Company may withdraw, modify or destruction amend its recommendation of all confidential the Offer, the Merger and non-public information provided this Agreement at any time if it determines, after consultation with its outside legal counsel, that the failure to third parties since January 1, 2017, relating take such action is reasonably likely to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition result in a breach of its fiduciary obligations to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any stockholders of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeCompany under applicable Laws.

No Solicitation. (a) From the date hereof Agreement Date until the Expiration Date, earlier of the Stockholder shall notEffective Time and the valid termination of this Agreement in accordance with Article VII, and except as permitted by this Section 5.3, neither the Company nor any of the Company Subsidiaries nor any of the directors and officers of the Company or the Company Subsidiaries shall, and the Company shall instruct its direct the Company and the Company Subsidiaries’ other Representatives not to, directly or indirectly, : (i) initiate, seek or solicit, solicit or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal (other than discussions solely to clarify whether such proposal or offer constitutes an Acquisition Proposal with respect to Akebia, or informing such Person of the provisions contained in this Section 5.3(a)); (ii) engage in, continue or otherwise participate or engage in any discussions (other than informing any Person of the provisions contained in this Section 5.3(a)) or negotiations withregarding, or disclose provide any non-public information or data relating toto any Person or afford access to the business properties, Akebia assets, books, or records of the Company or any of its Subsidiaries to any Person third party, in each case relating to, any Acquisition Proposal or any proposal or offer that has made or could would reasonably be expected to make lead to an Acquisition Proposal Proposal; (iii) amend or grant any waiver or release under any standstill or similar agreement with respect to Akebia any class of equity securities of the Company or any of the Company Subsidiaries; provided, however, that if, and only if, the Board of Directors determines in good faith, after consultation with its outside legal counsel and independent financial advisor, that the failure to amend or grant any waiver or release under any such standstill or similar agreement would be inconsistent with the Company Board’s fiduciary duties under applicable Law, the Company may then amend or grant a waiver or release under such standstill or similar agreement, solely to the extent necessary to permit a Person to make, on a confidential basis to the Board of Directors, an Acquisition Proposal, conditioned upon such Person agreeing to disclosure of such Acquisition Proposal to Parent as contemplated by this Section 5.3; (iiiiv) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; (v) otherwise knowingly facilitate any effort or attempt by any third party (or its potential sources of financing) to make any proposal or offer that constitutes an Acquisition Proposal; (vi) except as permitted by Section 5.3(e), approve, endorse, recommend, or execute or enter into any agreement, including any letter of intent, agreement in principle, term sheet, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect Contract relating to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliatesan Acceptable Confidentiality Agreement) conducted heretofore with respect to (an “Alternative Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof.Agreement”); or (bvii) In addition or approve, authorize, agree or publicly announce any intention to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with do any of the foregoing foregoing. Any breach by the directors, officers and the identity attorneys of the Person Company or group making any such requestof the Company Subsidiaries, Acquisition Proposal or inquiry the Company Financial Advisor or with whom any discussions are taking placeother Representative of the Company (at the Company’s direction), of this Section 5.3(a) shall be deemed a breach hereof by the Company.

No Solicitation. (a) From Except as expressly permitted by this Section 5.02, from the date hereof of this Agreement until the Expiration Dateearlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Stockholder Company shall not, and shall instruct cause its Representatives Subsidiaries and its and their directors and officers not to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, with such directors and officers referred to above, “Representatives”) not to, directly or indirectly, indirectly (i) initiate, seek or solicit, seek, initiate or knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing any non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries regarding, or the making of, any submission or submission announcement of any a proposal or offer that constitutes, or would reasonably be expected to lead to, an any Acquisition Proposal with respect to AkebiaProposal, (ii) engage in, continue or otherwise participate or engage in any discussions or negotiations withregarding, or disclose furnish to any other Person any non-public information in connection with or data relating tofor the purpose of encouraging or facilitating, Akebia any Acquisition Proposal or any of its Subsidiaries to any Person inquiry or proposal that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and(iii) approve, in connection therewithendorse, immediately discontinue access by recommend, submit to stockholders or declare advisable any Person Acquisition Proposal, (iv) enter into any letter of intent, term sheet, memorandum of understanding, acquisition agreement, merger agreement, option agreement or other similar agreement (other than Akebia, Keryx and their Affiliatesan Acceptable Confidentiality Agreement) (an “Alternative Acquisition Agreement”) relating to any data room (virtual Acquisition Proposal or otherwise) established for such purpose and (y) request the return modify, amend or destruction of all confidential and non-public information provided to third parties since January 1, 2017, waive any provision in any Contract contemplating or otherwise relating to an Acquisition ProposalProposal or (v) release or terminate or permit the release of any Person from, within two (2) Business Days from or termination of, or waive or modify or permit the date hereof. (b) In addition waiver or modification of any provision of, or fail to enforce or cause not to be enforced, any confidentiality, standstill or similar agreement to which the Company or any of its Subsidiaries is a party except to the obligations set forth in Section 4(a)extent that the failure to so release, terminate, waive, modify or fail to enforce would be inconsistent with the Stockholder fiduciary duties of the Company Board under Applicable Law. The Company shall, as promptly as practicable after receipt thereofand shall cause its Subsidiaries and its and their directors and officers to, and in shall use its reasonable best efforts to cause its and their respective Representatives (other than its and their directors and officers) to, immediately cease and cause to be terminated all discussions and negotiations with any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal Person that may be ongoing with respect to Akebia, and the terms and conditions of such request, any Acquisition Proposal. The Company shall promptly (but in no event later than forty-eight (48) hours following the execution of the Agreement) demand that each Person that has heretofore executed a confidentiality agreement with the Company with respect to consideration of a possible Acquisition Proposal at anytime after January 1, inquiry, discussions 2013 (other than agreements that have expired by their terms) immediately return or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received destroy all confidential information heretofore furnished by the Stockholder in connection with Company, any of the foregoing and the identity its Subsidiaries or any of the Person its Representatives to such Person, its Subsidiaries or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeits Representatives.

No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder shall not, and shall instruct its Representatives not to, directly or indirectly, (i) initiate, seek or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to AkebiaKeryx, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Akebia Keryx or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia Keryx or (iii) enter into any agreementagreement with a party other than Akebia, Keryx or their Affiliates, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to AkebiaKeryx. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx Akebia and their its Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx Akebia and their its Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties (other than the Stockholder’s Representatives) since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, subject to applicable law, rule or regulation (including that of a national securities exchange or self-regulatory organization), (i) as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to AkebiaKeryx, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall (ii) provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking place.

No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder shall NeoPharm will not, and shall instruct will cause Merger Sub and each officer or director of NeoPharm and Merger Sub not to, and will use its Representatives reasonable best efforts to cause each employee, agent, consultant or representative (including any financial or legal advisor or other representative) of NeoPharm or Merger Sub, not to, and on becoming aware of it will use its best efforts to stop any such Person from continuing to, directly or indirectly, (i) initiate, seek or solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutesproposals regarding, or that would reasonably be expected to lead to, an any merger, share exchange, consolidation, sale of assets, sale of shares of capital stock (including by way of a tender offer or exchange offer) or similar transactions involving NeoPharm that, if consummated, would constitute a Competing Transaction (any of the foregoing inquiries or proposals being referred to herein as a “NeoPharm Acquisition Proposal with respect to AkebiaProposal”), (ii) solicit, initiate, knowingly encourage or participate or engage in any discussions or negotiations withregarding, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries furnish to any Person that has made or could reasonably be expected to make an any information in connection with any Person in connection with any NeoPharm Acquisition Proposal with respect to Akebia Proposal, or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, acquisition option agreement, joint venture agreement, partnership agreement or other similar agreementagreement regarding, or that is intended to result in, or would reasonably be expected to lead to, any NeoPharm Acquisition Proposal. (b) As used in this Agreement, “Competing Transaction” means, with respect to an Acquisition Proposal with respect NeoPharm, any of (i) a transaction, including any tender offer, exchange offer or share exchange, pursuant to Akebia. The Stockholder shallwhich any third Person (or group) other than the other party to this Agreement or such third Person’s Affiliates, and shall instruct its Representatives toor the stockholders of such third Person, directly or indirectly, acquires or would acquire beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of 10% or more of the outstanding shares of NeoPharm Common Stock or of the outstanding voting power of NeoPharm (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such common stock or other securities representing such voting power), whether from NeoPharm or pursuant to a tender offer or exchange offer or otherwise, (xii) cause a merger, share exchange, consolidation or business combination pursuant to be terminated which any solicitation, encouragement, discussion third Person or negotiation with or involving any Person group of Persons (other than Akebia, Keryx and their Insys or its Affiliates) conducted heretofore party thereto, or the stockholders of such third Person or Persons, beneficially owns or would beneficially own 10% or more of the outstanding shares of common stock or the outstanding voting power of NeoPharm, or, if applicable, any surviving entity or the parent entity resulting from any such transaction, immediately upon consummation thereof, (iii) a recapitalization of NeoPharm or any transaction similar to a transaction referred to in clause (ii) above involving NeoPharm pursuant to which any third Person or group of Persons (other than Insys or its Affiliates) party thereto, or its stockholders, beneficially owns or would beneficially own 10% or more of the outstanding shares of common stock or the outstanding voting power of NeoPharm or, if applicable, the parent entity resulting from any such transaction immediately upon consummation thereof or (iv) any transaction pursuant to which any third Person or group of Persons (other than Insys or its Affiliates) directly or indirectly (including by way of merger, consolidation, share exchange, other business combination, partnership, joint venture or otherwise) acquires or would acquire control of assets of NeoPharm representing 10% or more of consolidated revenues, for the last 12 full calendar months or the fair market value of all the assets of NeoPharm immediately prior to such transaction. (c) NeoPharm shall (i) promptly advise Insys orally and in writing of any request for confidential information in connection with respect to an a NeoPharm Acquisition Proposal or of any NeoPharm Acquisition Proposal, the material terms and conditions of such request or the NeoPharm Acquisition Proposal and the identity of the person making such request or NeoPharm Acquisition Proposal, and (ii) keep Insys promptly advised of all significant developments which could reasonably be expected to lead culminate in the NeoPharm Board exercising any of its rights under Section 5.5(d) (d) Notwithstanding anything to an the contrary set forth in this Section 5.5 or elsewhere in this Agreement, if at any time prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIII, (i) NeoPharm has otherwise complied with its obligations under Section 5.5(a) and NeoPharm has received from a third party a written NeoPharm Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person Proposal that the NeoPharm Board (other than Akebia, Keryx and their Affiliates) to any data room (virtual acting through the Special Committee or otherwise) established for believes in good faith to be bona fide, (ii) the NeoPharm Board (acting through the Special Committee or otherwise) determines in good faith, after consultation with its financial advisors and legal counsel, that such purpose NeoPharm Acquisition Proposal either constitutes or is reasonably likely to lead to a Superior Proposal (as defined below), (iii) the NeoPharm Board determines (acting through the Special Committee or otherwise) in good faith, after consultation with its legal counsel, that failure to take such action would be inconsistent with its fiduciary obligations to the NeoPharm’s stockholders under Delaware Law, (iv) NeoPharm provides Insys at least two business days’ prior written notice of its intention to take such action, which notice shall include the information with respect to such NeoPharm Acquisition Proposal that is specified in Section 5.5(c), and (yv) request at the return end of such two business day period, the NeoPharm Board concludes in good faith, after consultation with its outside legal counsel and financial advisors (and taking into account any adjustment or destruction modification of all confidential the terms of this Agreement proposed by Insys), that the NeoPharm Acquisition Proposal continues to be a Superior Proposal and non-public that the failure to take such action would be inconsistent with its fiduciary obligations to the NeoPharm’s stockholders under Delaware Law, then NeoPharm may (A) furnish information provided regarding NeoPharm to third parties since January 1, 2017, relating to an the Person making the NeoPharm Acquisition Proposal and (B) participate in discussions or negotiations with the Person making the NeoPharm Acquisition Proposal regarding the NeoPharm Acquisition Proposal, within two (2) Business Days from the date hereof. (be) In addition For purposes of this Agreement, “Superior Proposal” shall mean any bona fide written NeoPharm Acquisition Proposal not solicited in violation of Section 5.5, that (i) the NeoPharm Board (acting through the Special Committee or otherwise) determines in its good faith judgment, after receiving the advice of its financial advisor, is more favorable from a financial point of view to the obligations set forth NeoPharm stockholders (in Section 4(a)their capacity as such) than the Merger, (ii) is not subject to a financing or due diligence condition and (iii) the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing NeoPharm Board (acting through the Special Committee or otherwise) determines is reasonably capable of any request for information or any Acquisition Proposal with respect to Akebia, and being consummated on the terms proposed, taking into account all financing, legal, regulatory and conditions other aspects of such request, Acquisition Proposal, inquiry, discussions or negotiations, proposal and the Stockholder shall provide to Akebia copies of any written materials received other relevant factors permitted by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeapplicable law.

No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder The Company shall not, and nor shall instruct it authorize or permit any of its Representatives not Subsidiaries or any Representative of, the Company or any of its Subsidiaries to, directly or indirectly, indirectly (i) solicit, initiate, seek or solicitcause, encourage, or knowingly encourage facilitate the making, submission or facilitate announcement of any Takeover Proposal, (including by way ii) enter into any letter of furnishing non-public informationintent or similar document or any agreement, contract or commitment (whether or not binding) contemplating, relating to or constituting a Takeover Proposal, other than a confidentiality agreement as permitted below in this paragraph (a), (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action that is reasonably expected to promote, directly or indirectly, facilitate any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected likely to lead to, an Acquisition any Takeover Proposal (other than to inform any Person making inquiries of the restrictions set forth in this Section 5.2), (iv) approve, endorse or recommend any Takeover Proposal (except to the extent specifically permitted by Section 5.2(b)) or (v) take any action to render inapplicable or to exempt any Third Party from, any state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares of capital stock, including DGCL Section 203. The Company and its Subsidiaries will immediately cease, and will cause its Representatives to cease, any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to Akebiaany Takeover Proposal. Notwithstanding the foregoing, prior to obtaining the Required Company Vote, (A) the Board of Directors may, in response to a Takeover Proposal that it determines is, or could reasonably be likely to lead to, a Superior Proposal that did not result from a breach of this Section 5.2(a) and subject to compliance with Sections 5.2(c) and (d), to the extent that the Board of Directors determines in good faith (after consultation with outside counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, (x) furnish information with respect to the Company to the Person making such Takeover Proposal and such Person’s Representatives pursuant to a confidentiality agreement having terms at least as restrictive as the terms contained in the Confidentiality Agreement, and subject to simultaneously with furnishing any such information to the Person making such Takeover Proposal furnish such information to Buyer to the extent not previously provided to Buyer and (y) participate in discussions or negotiations with the Person making such Takeover Proposal and its Representatives regarding such Takeover Proposal, provided that in each case the Company shall have complied with the provisions of the following clause (B) with respect to such Takeover Proposal, and (B) the Company shall, promptly after receipt of any Takeover Proposal, any request for nonpublic information or any inquiry relating in any way to any Takeover Proposal (and in any event within 48 hours), (i) provide to Buyer and Sub any and all documentation (including such proposal documents), correspondence, information relating to and substance of discussions and any proposed agreements received by any of the Company, its Subsidiaries, the Principal Company Stockholders or any Representative thereof in connection with any such Takeover Proposal, (ii) participate inform Buyer and Sub and the Company of the material terms and conditions of such Takeover Proposal and the substance of any discussions relating to such Takeover Proposal, and (iii) keep Buyer and Sub and the Company fully informed of the status, including any change to the details of such Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative or engage Affiliate of the Company, whether such Person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 5.2(a) by the Company. (b) Except as set forth in discussions this Section 5.2, neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or negotiations withmodify, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries propose to any Person that has made other than its Representatives, to withdraw or could reasonably be expected modify, in a manner adverse to make an Acquisition Buyer and Sub, the approval or recommendation by the Board of Directors or any such committee of this Agreement or the transactions contemplated hereby, including the Merger, (ii) approve or recommend, or propose to any Person other than its Representatives, to approve or recommend, any Takeover Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger heads of agreement, acquisition agreement or other similar agreement, agreement with respect to any Takeover Proposal; provided, however, that prior to the Required Company Vote, the Board of Directors may withdraw or modify its approval or recommendation of this Agreement or the transactions contemplated hereby, including the Merger, approve or recommend a Superior Proposal, or enter into an Acquisition Proposal agreement with respect to Akebia. The Stockholder shalla Superior Proposal, or terminate this Agreement pursuant to Section 8.1(f), in each case if (A) the Company shall have received a Takeover Proposal that constitutes a Superior Proposal which is pending and has not been withdrawn at the time the Company determines to take such action, (B) the Board of Directors shall instruct have determined in good faith, after consultation with outside counsel, that the failure to take any such action would be inconsistent with the Board of Directors’ fiduciary duties under applicable Law, (C) at least four (4) business days shall have passed following the delivery to Buyer and Sub of written notice from the Company advising Buyer and Sub that the Board of Directors has received such Takeover Proposal that constitutes a Superior Proposal which it intends to accept, specifying the material terms and conditions of such Superior Proposal (including the identity of the Person making such Superior Proposal and all documents received by the Company or its Representatives toin connection with such Superior Proposal), and, the Company has negotiated with Buyer and Sub (to the extent requested by Buyer or Sub) in good faith during such four (4) business day period with respect to the terms of Buyer and Sub’s offer, taking into account the terms and conditions of any revised or new offer that Buyer and Sub have made to the Company which has been received by the Company within such four (4) business day period, the Board of Directors affirms its determination, after consultation with outside counsel, that the failure to take any such action would be inconsistent with the Board of Directors’ fiduciary duties under applicable Law, (D) the Company and its Subsidiaries are in compliance with and have not breached the terms of this Section 5.2 and (E) in the case of any action under clause (iii) of the first sentence of this Section 5.2(b), the Company shall (x) cause prior to be terminated any solicitationsuch action, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliatesterminate this Agreement pursuant to Section 8.1(f) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose hereof and (y) request pay the return or destruction of all confidential and non-public information provided Termination Fee to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereofCompany in accordance with Section 8.5(a)(i). (bc) In addition to the obligations of the Company set forth in paragraphs (a) and (b) of this Section 4(a)5.2, the Stockholder shallCompany shall promptly advise Buyer and Sub of (i) the receipt by the Company, as promptly as practicable after receipt thereof, and in a Subsidiary of the Company or any event within 24 hours, advise Akebia in writing of their respective Representatives of (A) any request for information or other inquiry that the Company believes is reasonably likely to lead to a Takeover Proposal or (B) of any Acquisition Proposal with respect to AkebiaTakeover Proposal, and (ii) the terms and conditions of any such request, Acquisition Proposal, inquiry, discussions Takeover Proposal or negotiations, inquiry (including any subsequent amendment or other modification to such terms and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing conditions) and (iii) the identity of the Person making such request, Takeover Proposal or group making inquiry. The Company shall promptly keep Buyer and Sub informed in all material respects of the status and details (including amendments or proposed amendments) of any such request, Acquisition Takeover Proposal or inquiry inquiry. (d) Nothing contained in this Section 5.2 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or with whom Rule 14e-2(a) promulgated under the Exchange Act or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or making any discussions are taking placerequired factual disclosure to the stockholders of the Company related thereto. (e) For purposes of this Agreement:

No Solicitation. (a) From Each Party agrees that neither it nor any of its Subsidiaries shall, nor shall it nor any of its Subsidiaries authorize or permit any of the date hereof until the Expiration Dateofficers, the Stockholder shall notdirectors, and shall instruct its Representatives not toemployees, directly investment bankers, attorneys, accountants, Representatives, consultants or indirectly, (i) initiate, seek or solicit, or knowingly encourage or facilitate (including other agents retained by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Akebia it or any of its Subsidiaries to directly or indirectly: (i) solicit, initiate, encourage, induce or knowingly facilitate the communication, making, submission or announcement of any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into Acquisition Inquiry or take any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which action that could reasonably be expected to lead to an Acquisition Proposal, and, Proposal or Acquisition Inquiry; (ii) furnish any information regarding such Party to any Person in connection therewith, immediately discontinue access by with or in response to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Section 5.2); (v) execute or enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; or (vi) grant any waiver or release under any confidentiality, standstill or similar agreement (other than Akebiato the other Party); provided, Keryx however, that, notwithstanding anything contained in this Section 4.5(a), prior to the adoption and their Affiliates) approval of this Agreement by the Required Potomac Stockholder Vote or the Required Tigris Stockholder Vote, as applicable, each Party may furnish nonpublic information regarding such Party to, and enter into discussions or negotiations with, any Person in response to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an a bona fide written Acquisition Proposal, within two which such Party’s Board of Directors determines in good faith, after consultation with a nationally recognized independent financial advisor, if any, and its outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (2and is not withdrawn) if: (A) neither such Party nor any Representative of such Party shall have breached this Section 4.5; (B) the Board of Directors of such Party concludes in good faith based on the advice of outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of the fiduciary duties of the Board of Directors of such Party under applicable Legal Requirements; (C) at least five (5) Business Days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, such Party gives the other Party written notice of the identity of such Person and of such Party’s intention to furnish nonpublic information to, or enter into discussions with, such Person; (D) such Party receives from such Person an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions, no hire provisions and “standstill” provisions) at least as favorable to such Party as those contained in the date hereofConfidentiality Agreement; and (E) at least five (5) Business Days prior to furnishing any such nonpublic information to such Person, such Party furnishes such nonpublic information to the other Party (to the extent such nonpublic information has not been previously furnished by such Party to the other Party). Without limiting the generality of the foregoing, each Party acknowledges and agrees that, in the event any Representative of such Party (whether or not such Representative is purporting to act on behalf of such Party) takes any action that, if taken by such Party, would constitute a breach of this Section 4.5 by such Party, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 4.5 by such Party for purposes of this Agreement. (b) In addition to If any Party or any Representative of such Party receives an Acquisition Proposal or Acquisition Inquiry at any time during the obligations set forth in Section 4(a)Pre-Closing Period, the Stockholder shall, as then such Party shall promptly as practicable after receipt thereof, (and in any no event within later than 24 hours, hours after such Party becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise Akebia the other Party orally and in writing of any request for information or any such Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, or Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and Inquiry (including the identity of the Person making or group making any submitting such request, Acquisition Proposal or inquiry Acquisition Inquiry, and the terms thereof). Such Party shall keep the other Party informed in all material respects with respect to the status and terms of any such Acquisition Proposal or Acquisition Inquiry and any modification or proposed modification thereto. In addition to the foregoing, each Party shall provide the other Party with whom at least five (5) Business Days’ written notice of a meeting of its board of directors (or any discussions are taking placecommittee thereof) at which its board of directors (or any committee thereof) is reasonably expected to consider an Acquisition Proposal or Acquisition Inquiry it has received. (c) Each Party shall immediately cease and cause to be terminated any existing discussions, negotiations and communications with any Person that relate to any Acquisition Proposal or Acquisition Inquiry as of the date of this Agreement and cause the destruction or return of any nonpublic information provided to such Person.

No Solicitation. (a) From and after the date hereof of this Agreement until the Expiration Dateearlier of the Effective Time or the date, the Stockholder shall notif any, on which this Agreement is terminated pursuant to Article 9, each Party agrees that neither it nor any of its Subsidiaries shall, and shall instruct each Party will use its Representatives reasonable best efforts to cause each of its officers, directors, employees, investment bankers, attorneys, accountants, Representatives, consultants or other agents retained by it or any of its Subsidiaries not to, directly or indirectly, : (i) solicit, initiate, seek or solicitknowingly encourage, induce or knowingly encourage facilitate the communication, making, submission or facilitate (including by way announcement of furnishing non-public information) any Acquisition Proposal or Acquisition Inquiry or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, Proposal or Acquisition Inquiry; (ii) furnish any nonpublic information regarding such Party to any Person in connection therewith, immediately discontinue access by any Person with or in response to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in discussions (other than Akebia, Keryx and their Affiliatesto inform any Person of the existence of the provisions contained in this Section 4.5) or negotiations with any Person with respect to any data room Acquisition Proposal or Acquisition Inquiry; (virtual iv) approve, endorse or otherwiserecommend any Acquisition Proposal (subject to Section 5.2 and Section 5.3); or (v) established for such purpose execute or enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction (other than a confidentiality agreement permitted as provided below); provided, however, that, notwithstanding anything contained in this Section 4.5(a), prior to (x) in the case of the Company, the adoption and approval of this Agreement by the Company shareholders and (y) request in the return case of Parent, the Required Parent Stockholder Consent, such Party may furnish nonpublic information regarding such Party to, and enter into discussions or destruction of all confidential and non-public information provided negotiations with, any Person in response to third parties since January 1, 2017, relating to an a bona fide written Acquisition Inquiry or Acquisition Proposal, within which such Party’s Board of Directors determines in good faith, after consultation with its independent financial advisor, if any, and its outside legal counsel, constitutes, or would reasonably be expected to result in, a Superior Offer (and is not withdrawn) if: (A) neither such Party nor any Representative of such Party shall have breached this Section 4.5 in any material respect with respect to such Acquisition Inquiry or Acquisition Proposal, (B) the Board of Directors of such Party concludes in good faith, after consulting with outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Board of Directors of such Party under applicable Legal Requirements; (C) prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, such Party gives the other Party written notice of the identity of such Person and of such Party’s intention to furnish nonpublic information to, or enter into discussions with, such Person; (D) such Party receives from such Person an executed confidentiality agreement containing provisions at least as favorable to such Party (and not less restrictive in the aggregate to the counterparty thereto) as those contained in the Confidentiality Agreement; provided that a standstill provision shall be required only to the extent that the failure to include such standstill provision is likely to be inconsistent with the fiduciary duties of the Board of Directors of such Party under applicable Legal Requirements; and (E) at least two (2) Business Days from prior to furnishing any such nonpublic information to such Person, such Party furnishes such nonpublic information to the date hereofother Party (to the extent such nonpublic information has not been previously furnished by such Party to the other Party). Without limiting the generality of the foregoing, each Party acknowledges and agrees that, in the event any Representative of such Party (whether or not such Representative is purporting to act on behalf of such Party) takes any action that, if taken by such Party, would constitute a breach of this Section 4.5 by such Party, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 4.5 by such Party for purposes of this Agreement. (b) In addition to If any Party or any Representative of such Party receives an Acquisition Proposal or Acquisition Inquiry at any time during the obligations set forth in Section 4(a)Pre-Closing Period, the Stockholder shall, as then such Party shall promptly as practicable after receipt thereof, (and in any no event within later than 24 hours, hours after such Party becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise Akebia the other Party orally and in writing of any request for information or any such Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, or Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and Inquiry (including the identity of the Person making or group making any submitting such request, Acquisition Proposal or inquiry Acquisition Inquiry, and the terms thereof, including copies of all documentation submitted to such Party reasonably relevant to evaluating such Acquisition Proposal or Acquisition Inquiry). Such Party shall keep the other Party reasonably informed on a timely basis in all material respects with whom respect to the status and material terms of any discussions are taking placesuch Acquisition Proposal or Acquisition Inquiry and any material modification or proposed modification thereto. (c) Each Party shall immediately cease and cause to be terminated any existing discussions, negotiations and communications with any Person that relate to any Acquisition Proposal or Acquisition Inquiry as of the date of this Agreement and promptly following the date of this Agreement shall cause the destruction or return of any nonpublic information provided to such Person.

No Solicitation. (a) From During the date hereof until the Expiration Date, the Stockholder shall notInterim Period, and except as permitted by this Section 5.3 or otherwise in connection with any Asset Dispositions, none of the Company or any of the Company Subsidiaries nor any of the directors and officers of the Company or the Company Subsidiaries shall, and the Company shall instruct its direct the Company and the Company Subsidiaries’ other Representatives not to, directly or indirectly, : (i) initiate, seek or solicit, solicit or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal (other than discussions solely to clarify whether such proposal or offer constitutes an Acquisition Proposal with respect to Akebia, or informing such Person of the provisions contained in this Section 5.3(a)); (ii) engage in, continue or otherwise participate or engage in any discussions (other than informing any Person of the provisions contained in this Section 5.3(a)) or negotiations withregarding, or disclose provide any non-public information or data relating toto any Person or afford access to the business properties, Akebia assets, books, or records of the Company or any of its Subsidiaries to any Person third party, in each case relating to, any Acquisition Proposal or any proposal or offer that has made or could would reasonably be expected to make lead to an Acquisition Proposal Proposal; (iii) amend or grant any waiver or release under any standstill or similar agreement with respect to Akebia any class of equity securities of the Company or any of the Company Subsidiaries; provided, however, that if, and only if, the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to amend or grant any waiver or release under any such standstill or similar agreement would be inconsistent with the Company Board’s fiduciary duties under applicable Law, the Company may then amend or grant a waiver or release under such standstill or similar agreement, solely to the extent necessary to permit a Person to make, on a confidential basis to the Company Board, an Acquisition Proposal, conditioned upon such Person agreeing to disclosure of such Acquisition Proposal to Parent as contemplated by this Section 5.3; (iiiiv) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; (v) otherwise knowingly facilitate any effort or attempt by any third party (or its potential sources of financing) to make any proposal or offer that constitutes an Acquisition Proposal; (vi) except as permitted by Section 5.3(e), approve, endorse, recommend, or execute or enter into any agreement, including any letter of intent, agreement in principle, term sheet, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect Contract relating to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliatesan Acceptable Confidentiality Agreement) conducted heretofore with respect to (an “Alternative Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof.Agreement”); or (bvii) In addition approve, authorize, agree or publicly announce any intention to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with do any of the foregoing foregoing. Any breach by the directors, officers and the identity attorneys of the Person Company or group making any such requestof the Company Subsidiaries, Acquisition Proposal or inquiry or with whom any discussions are taking placeother Representative of the Company (at the Company’s direction), of this Section 5.3(a) shall be deemed a breach hereof by the Company.

No Solicitation. (ai) From the date hereof Original Agreement Date until the Expiration Dateearlier to occur of the termination of this Agreement pursuant to Article 7 and the Effective Time, the Stockholder Company shall not, and shall instruct cause each of its Subsidiaries not to, and shall not permit their respective Representatives not to, directly or indirectly: (A) solicit, (i) initiate, seek seek, facilitate or solicitknowingly encourage, or knowingly encourage or facilitate (including by way of furnishing non-public information) induce or take any other action designed or intended to lead to, or that would reasonably be expected to lead to any inquiry with respect to, or the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry (including by approving any transaction, or approving any Person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); (B) furnish or cause to be furnished any information or data to, or furnish access to the Company’s (or any of its Subsidiaries’) properties with respect to, any Person (other than Parent or any of its Affiliates or Representatives) with respect to or relating to any Acquisition Proposal or Acquisition Inquiry or for the purpose of encouraging, or in response to, an Acquisition Proposal or Acquisition Inquiry; (C) enter into, continue or otherwise participate or engage in discussions or negotiations with, any Person (other than Parent or any of its Affiliates or Representatives) with respect to or relating to any Acquisition Proposal or Acquisition Inquiry; (D) grant any waiver or release under (or terminate, amend or modify any provision of), or fail to enforce to the fullest extent permitted under applicable Law, any confidentiality or standstill or similar agreement (except that if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to grant any waiver or release would be inconsistent with the Company Board’s fiduciary duties under applicable Law, the Company may waive any such standstill provision solely to the extent necessary to permit a third Person to make an Acquisition Proposal); (E) execute or enter into any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding relating to or in connection with, or that is reasonably expected intended to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an any Acquisition Inquiry or Acquisition Proposal with respect (each, an “Alternative Acquisition Agreement”); (F) submit to Akebiathe stockholders of the Company for their approval any Acquisition Proposal; or (G) resolve to do, or agree or announce an intention to do, any of the foregoing; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, at any time prior to the obtaining the Company Shareholder Approval, if the Company receives, after the date hereof, a bona fide written Acquisition Proposal from a Third Party that did not result from a material breach of this Section 5.3, then the Company and its Representatives may (iix) participate or engage in any such discussions or negotiations withwith such Third Party and (y) furnish any such information concerning the Company’s business, properties or disclose assets to such Third Party (provided, that prior to providing any non-public information or data relating to, Akebia or any of its Subsidiaries regarding the Company to any Person Third Party in response to such Acquisition Proposal, the Company must have received from such Third Party (or there is then in effect with such party) an executed Acceptable Confidentiality Agreement (a copy of which will be provided to Parent promptly after execution)) (it being understood that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with such Third Party for the purpose of entering into an Acceptable Confidentiality Agreement shall not be deemed a breach of this Section 5.3), in each of clause (x) and (y), if and only if the Company Board determines in good faith (after consultation with the Company’s financial advisors and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to a Superior Proposal and (2) the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law. Prior to or concurrent with providing any information to such Third Party, the Company shall make such information, including copies of any written materials, available to Parent (to the extent such information has not been previously made available by the Company to Parent or Parent’s Representatives). (ii) From the Original Agreement Date until the earlier to occur of the termination of this Agreement pursuant to Article 7 and the Effective Time, the Company (A) shall promptly (and in no event later than twenty-four (24) hours after receipt of such Acquisition Proposal or Acquisition Inquiry) notify Parent in writing (1) of such Acquisition Proposal or Acquisition Inquiry (which notification shall include, if applicable, a complete, unredacted copy of such Acquisition Proposal or Acquisition Inquiry), and (2) of any inquiries, proposals or offers received by, any requests for information from, or any discussions or negotiations sought to be initiated or continued with, the Company, any of its Subsidiaries or any of its or its Subsidiaries’ Representatives concerning an Acquisition ProposalProposal or Acquisition Inquiry, and disclose the identity of the other party (or parties) and, if applicable, the material terms (including any material amendments thereto) of such inquiry, offer, proposal, request, discussion or negotiation and, in connection therewiththe case of written materials, provide copies of such materials and (B) shall thereafter keep Parent informed on a prompt basis (and, in any case, within twenty-four (24) hours of any significant development, discussions or negotiations) of the status and details (including amendments and proposed amendments) of any such Acquisition Proposal or Acquisition Inquiry. (iii) From the Original Agreement Date until the earlier to occur of the termination of this Agreement pursuant to Article 7 and the Effective Time, the Company shall, shall cause its Subsidiaries to, and shall ensure that their respective Representatives, (A) immediately discontinue cease and cause to be terminated all existing activities, communications, solicitation of, discussions and negotiations, if any, with, any Third Party (or any of their Representatives) or relating to any Acquisition Proposal or Acquisition Inquiry, (B) not provide, and shall promptly, and in any event, within twenty-four (24) hours of the Original Agreement Date, terminate access by of any Person Third Party (other than Akebia, Keryx and their Affiliatesits Representatives) to any data room (virtual or otherwiseactual) established for such purpose containing any of the Company’s (or any Subsidiary of the Company’s) confidential information granted in connection with, or with the intent of obtaining, any possible Acquisition Proposal or Acquisition Inquiry; and (yC) use their respective reasonable best efforts to request that any such Third Party (and its Representatives) in possession of confidential information about the Company or any of its Subsidiaries (or its or its Subsidiaries’ businesses or operations) to return or destroy all such information, and in connection therewith the Company shall, within twenty-four (24) hours of the Original Agreement Date, to the extent it has a right to do so, demand the return or destruction of all confidential information and non-public information materials provided to third parties since January 1, 2017, any Third Party (or their Representatives) relating to an a possible Acquisition ProposalProposal or Acquisition Inquiry; provided, however, that the foregoing shall not in any way limit or modify any of the Company’s express rights under the other provisions of this Section 5.3(a) or Section 5.3(b). (iv) Nothing contained in this Section 5.3 or elsewhere in this Agreement shall prohibit the Company or the Company Board from: (A) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) or Rule 14d-9(f) promulgated under the Exchange Act, making a statement contemplated by Item 1012(a) of Regulation M-A or issuing a “stop, look and listen” statement pending disclosure of its position thereunder, provided that any such disclosure does not contain a Change in Recommendation in violation of Section 5.3(b); (B) making any disclosure to the Company’s stockholders if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to make such disclosure would be inconsistent with the Company Board’s fiduciary duties under applicable Law or violate any disclosure requirements under applicable Law; or (C) communicating with any Person (or the Representatives of such Person) that makes any Acquisition Proposal or Acquisition Inquiry solely to direct such Person to the provisions of this Section 5.3; provided, however, in each of subclauses (A) through (C), that the Company or Company Board shall not be permitted in connection with such disclosure make any Change in Recommendation except as otherwise permitted in accordance with Section 5.3(b). (v) Except as expressly permitted by Section 5.3(b), neither the Company Board nor any committee thereof shall (A) withdraw, qualify or modify in a manner adverse to Parent, or publicly propose to withdraw, qualify or modify in a manner adverse to Parent, the Company Board Recommendation, (B) approve, authorize, declare advisable, endorse or recommend (or publicly propose to approve, authorize, declare advisable, endorse or recommend) any Acquisition Proposal or Acquisition Inquiry, (C) fail to include in the Proxy Statement the Company Board Recommendation, (D) fail to publicly reaffirm the Company Board Recommendation within two ten (210) Business Days from of receipt of a written request by Parent to provide such reaffirmation following the date hereof. first public disclosure of any Acquisition Proposal or Acquisition Inquiry, provided, however, that Parent may only make such request once with respect to any particular Acquisition Proposal or Acquisition Inquiry (b) In addition as well as once with respect to the obligations set forth in Section 4(aany publicly announced material change thereof), (E) fail to recommend against an Acquisition Proposal that is a tender or exchange offer subject to Regulation 14D under the Stockholder shallExchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender or exchange offer (any action described in clauses (A) through (E) of this sentence being referred to as a “Change in Recommendation”) or (F) adopt or approve, as promptly as practicable after receipt thereofor propose to adopt or approve, or allow the Company or any of its Subsidiaries to execute or enter into, any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement permitted under, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal compliance with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeSection 5.3(a)).

No Solicitation. (a) From The Company shall immediately cease all existing discussions or negotiations with any Person (other than Parent and Merger Sub) that may be ongoing with respect to an Acquisition Proposal and promptly inform any such Person of the obligations under this Section 6.3 and to return or destroy all confidential information. Except as permitted by this Section 6.3, from the date hereof of this Agreement until the Expiration Dateearlier of the Effective Time or the date of termination of this Agreement in accordance with Section 8.1, the Stockholder Company shall not, and shall instruct cause each of its Representatives Subsidiaries and its and their respective officers, directors, employees and agents not to, and shall direct each of its investment bankers, financial advisors, attorneys, accountants and other representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, seek or solicit, initiate or knowingly facilitate or encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that or offer which constitutes, or would could reasonably be expected to lead to, an any Acquisition Proposal with respect to AkebiaProposal, (ii) participate furnish any nonpublic information regarding the Company or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made in connection with or could reasonably be expected in response to make an Acquisition Proposal with respect to Akebia or Proposal, (iii) engage in, continue or otherwise participate in, any negotiations or discussions regarding any Acquisition Proposal or (iv) approve, recommend or enter into any agreementinto, including or propose to approve, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger acquisition agreement, acquisition merger agreement or similar agreement (other similar agreement, than an Acceptable Confidentiality Agreement entered into in accordance with the terms of this Section 6.3) with respect to any Acquisition Proposal. (b) Notwithstanding anything to the contrary contained in Section 6.3(a), if contacted by a Person making an Acquisition Proposal with respect to Akebia. The Stockholder shall, after the date of this Agreement (i) the Company and shall instruct its Representatives tomay contact the Person making such Acquisition Proposal and its Representatives to ascertain facts or clarify terms and conditions for the sole purpose of the Board of Directors of the Company informing itself about the Acquisition Proposal and the Person that made it and (ii) if, (x) cause prior to be terminated any solicitationobtaining Company Stockholder Approval but not after, encouragementfollowing the receipt of a bona fide written proposal, discussion or negotiation that did not result from a breach of Section 6.3, which the Board of Directors of the Company determines in good faith, after consultation with or involving any Person (other than Akebiaits advisors, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposalconstitutes, or which could reasonably be expected to lead to, a Superior Proposal, the Company and the Company Representatives may, in response to an such Acquisition Proposal, andand subject to compliance with Section 6.3(d), (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal and its Representatives and financing sources pursuant to an Acceptable Confidentiality Agreement; provided that, to the extent not previously made available to Parent, the Company furnishes Parent with all such nonpublic information delivered to such Person promptly after its delivery to such Person and (B) engage in discussions or negotiations with such Person regarding such Acquisition Proposal. A breach of this Section 6.3 by any Representative of the Company, acting by or on behalf of the Company, will constitute a breach by the Company of this Section 6.3. (c) Notwithstanding any other provision of this Agreement, including Section 6.1 and Section 6.2, but subject to compliance with this Section 6.3, prior to receipt of the Company Stockholder Approval but not after, the Board of Directors of the Company or any committee thereof may, in connection therewithresponse to any unsolicited, immediately discontinue access by bona fide Acquisition Proposal from any Person that did not result from a breach of this Section 6.3, (other than Akebiai) withdraw (or modify or qualify in a manner adverse to Parent) the Company Board Recommendation, Keryx (ii) fail to include the Company Board Recommendation in the Proxy Statement or (iii) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any Acquisition Proposal (any action described in these clauses (i), (ii) or (iii) being referred to as a “Recommendation Withdrawal”), and their Affiliatessubject to compliance with this Section 6.3(c) and Section 8.3(a), terminate this Agreement in order to any data room (virtual enter into a binding, definitive acquisition agreement, merger agreement or otherwise) established for similar agreement in respect of such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two if (2A) the Board of Directors of the Company concludes in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal; (B) the Board of Directors of the Company concludes in good faith, after consultation with its outside legal counsel, that the failure to make a Recommendation Withdrawal would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law; (C) the Board of Directors of the Company, prior to making a Recommendation Withdrawal or terminating this Agreement, as applicable, provides Parent four Business Days from prior written notice of its intention to take such action, which notice shall include the date hereofinformation with respect to such Acquisition Proposal that is specified in Section 6.3(d), as well as a copy of such Acquisition Proposal (it being agreed that the delivery of such notice by the Company shall not constitute a Recommendation Withdrawal); (D) during the four Business Days following such written notice (or such shorter period as is specified below), if requested by Parent, the Board of Directors of the Company and its Representatives shall have negotiated in good faith with Parent regarding any revisions to the terms of this Agreement proposed by Parent in response to such Acquisition Proposal; and (E) at the end of the four Business Day period described in the foregoing clause (D), the Board of Directors of the Company concludes in good faith, after consultation with its outside legal counsel and financial advisors (and taking into account any adjustment or modification of the terms of this Agreement proposed by Parent), that the Acquisition Proposal continues to be a Superior Proposal and that the failure to make a Recommendation Withdrawal in respect of a Superior Proposal would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law. Any material amendment to any Superior Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(c); provided, however, that the notice period and the period during which the Company and its Representatives are required, if requested by Parent, to negotiate with Parent regarding any revisions to the terms of this Agreement proposed in writing by Parent in response to such new Acquisition Proposal pursuant to clauses (C), (D) and (E) above shall expire two Business Days after the Company provides written notice of such new Acquisition Proposal to Parent. (bd) In addition to the obligations of the Company set forth in Section 4(a6.3(a), Section 6.3(b) and Section 6.3(c), the Stockholder shall, as promptly as practicable after receipt thereofCompany shall promptly, and in any event within 24 hoursno later than 48 hours after it receives any Acquisition Proposal or request for information, advise Akebia Parent in writing of any request for confidential information in connection with an Acquisition Proposal or of any Acquisition Proposal with respect to AkebiaProposal, and the material terms and conditions of such request, request or Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing Proposal and the identity of the Person making such request or group Acquisition Proposal and, if applicable, provide copies of any such written request or Acquisition Proposal, including any proposed agreements between the Company and the parties making the Acquisition Proposal, to Parent and shall keep Parent reasonably informed on a reasonably current basis (but in no event more often than once every 48 hours) of all material modifications to the terms of any Acquisition Proposal. (e) Nothing in this Agreement shall prohibit or restrict the Board of Directors of the Company, from effecting, and the Board of Directors of the Company may effect, a Recommendation Withdrawal at any time prior to obtaining the Company Stockholder Approval, but not after, if (i) an Intervening Event has occurred and is continuing and (ii) the Board of Directors of the Company concludes in good faith, after consultation with its outside legal counsel, that the failure to effect a Recommendation Withdrawal in response to such Intervening Event would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law; provided, however, that no Recommendation Withdrawal pursuant to this Section 6.3(e) may be made unless (i) the Board of Directors of the Company provides Parent four Business Days prior written notice that it intends to take such action and provides reasonable detail with respect to such Intervening Event (it being agreed that the delivery of such notice by the Company shall not constitute a Recommendation Withdrawal) and (ii) during the four Business Days following such written notice, if requested by Parent, (A) the Board of Directors of the Company and its Representatives shall have negotiated in good faith with Parent regarding any revisions to the terms of this Agreement proposed by Parent in response to such notice and (B) at the end of such four Business Day period, the Board of Directors of the Company concludes in good faith, after consultation with its outside legal counsel and financial advisors (and taking into account any adjustment or modification of the terms of this Agreement proposed by Parent), that the failure to make a Recommendation Withdrawal would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law. (f) Nothing contained in this Section 6.3 shall prohibit the Company or the Board of Directors of the Company from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 under the Exchange Act, (ii) making any disclosure to the stockholders of the Company if the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that the failure to make such requestdisclosure would be inconsistent with applicable Law or (iii) informing any Person of the existence of the provisions contained in this Section 6.3; provided, that any Recommendation Withdrawal may only be made in accordance with Section 6.3(c) or Section 6.3(e); and provided, further, that if any disclosure permitted under clause (i) above or, to the extent related to an Acquisition Proposal or inquiry Intervening Event, clause (ii) above does not reaffirm the Company Board Recommendation, such disclosure will be deemed to be a Recommendation Withdrawal and Parent will have the right to terminate this Agreement as set forth in Section 8.1(c)(ii); it being understood that, notwithstanding anything herein to the contrary, any “stop, look and listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act shall not in and of itself be deemed to be or constitute a Recommendation Withdrawal. Notwithstanding anything in this Agreement to the contrary, a factually accurate statement that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with whom any discussions are taking placerespect thereto shall not, in and of itself, be deemed to be a Recommendation Withdrawal. (g) For purposes of this Agreement:

No Solicitation. (a) From and after the date hereof until the Expiration Datehereof, the Stockholder ▇▇▇▇ Atlantic shall not, and nor shall instruct it permit any of its Representatives not Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountants or other representatives retained by it or any of its Subsidiaries to, directly or indirectlyindirectly through another person, (i) initiate, seek or solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) ), or knowingly take any other action that is reasonably expected designed to promote, directly or indirectlyfacilitate, any inquiries Alternative Transaction (as hereinafter defined) or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia, (ii) participate or engage in any discussions or negotiations withregarding any Alternative Transaction; provided, or disclose however, that if, at any non-public time prior to approval of the Stock Issuance and the Certificate Amendment by the holders of ▇▇▇▇ Atlantic Common Stock, the Board of Directors of ▇▇▇▇ Atlantic determines in good faith, after receipt of advice from outside counsel, that the failure to provide such information or data relating toparticipate in such negotiations or discussions would result in a reasonable possibility that the Board of Directors of ▇▇▇▇ Atlantic would breach their fiduciary duties to stockholders under applicable law, Akebia or ▇▇▇▇ Atlantic may, in response to any such proposal that has been determined by it to be a ▇▇▇▇ Atlantic Superior Proposal (as defined in Section 7.2(b)), that was not solicited by it and that did not otherwise result from a breach of this Section 6.3(a), and subject to ▇▇▇▇ Atlantic giving GTE at least two business days written notice of its intention to do so, (x) furnish information with respect to ▇▇▇▇ Atlantic and its Subsidiaries to any Person person pursuant to a customary confidentiality agreement containing terms no less restrictive than the terms of the Nondisclosure Agreement dated July 19, 1998 entered into between ▇▇▇▇ Atlantic and GTE (the "Nondisclosure Agreement"), provided that has made or could reasonably be expected a copy of all such information is delivered simultaneously to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreementGTE, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential participate in negotiations regarding such proposal. ▇▇▇▇ Atlantic shall promptly notify GTE orally and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or of any Acquisition Proposal proposal in connection with respect to Akebiaan Alternative Transaction, and the material terms and conditions of such requestrequest or proposal (including a copy thereof, Acquisition Proposal, inquiry, discussions or negotiationsif in writing, and the Stockholder shall provide to Akebia copies of all other documentation and any written materials received by the Stockholder in connection with any of the foregoing related correspondence) and the identity of the Person person making such request or proposal. ▇▇▇▇ Atlantic will keep GTE reasonably informed of the status and details (including amendments or proposed amendments) of such request or proposal on a current basis. ▇▇▇▇ Atlantic shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by ▇▇▇▇ Atlantic or its representatives with respect to the foregoing. ▇▇▇▇ Atlantic (i) agrees not to release any Third Party (as defined below) from, or waive any provision of, or fail to enforce, any standstill agreement or similar agreements to which it is a party related to, or which could affect, an Alternative Transaction and agrees that GTE shall be entitled to enforce ▇▇▇▇ Atlantic's rights and remedies under and in connection with such agreements and (ii) acknowledges that the provisions of clause (i) are an important and integral part of this Agreement. Nothing contained in this Section 6.3(a) or Section 7.2 shall prohibit ▇▇▇▇ Atlantic (i) from taking and disclosing to its stockholders a position contemplated by Rule 14e-9 or Rule 14e-2(a) promulgated under the Exchange Act or (ii) from making any disclosure to its stockholders if, in the good faith judgment of the Board of Directors of ▇▇▇▇ Atlantic, after receipt of advice from outside counsel, failure to disclose would result in a reasonable possibility that the Board of Directors of ▇▇▇▇ Atlantic would breach its fiduciary duties to ▇▇▇▇ Atlantic's stockholders under applicable law. (b) From and after the date hereof, GTE shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountants or other representatives retained by it or any of its Subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defined) or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to approval of this Agreement by the holders of GTE Common Stock, the Board of Directors of GTE determines in good faith, after receipt of advice from outside counsel, that the failure to provide such information or participate in such negotiations or discussions would result in a reasonable possibility that the Board of Directors of GTE would breach their fiduciary duties to stockholders under applicable law, GTE may, in response to a proposal that has been determined by it to be a GTE Superior Proposal (as defined in Section 7.2(d)), that was not solicited by it and that did not otherwise result from a breach of this Section 6.3(b), and subject to GTE giving ▇▇▇▇ Atlantic at least two business days written notice of its intention to do so, (x) furnish information with respect to GTE and its Subsidiaries to any person pursuant to a customary confidentiality agreement containing terms no less restrictive than the terms of the Nondisclosure Agreement, provided that a copy of all such information is delivered simultaneously to ▇▇▇▇ Atlantic, and (y) participate in negotiations regarding such proposal. GTE shall promptly notify ▇▇▇▇ Atlantic orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal (including a copy thereof, if in writing, and all other documentation and any related correspondence) and the identity of the person making such request or proposal. GTE will keep ▇▇▇▇ Atlantic reasonably informed of the status and details (including amendments or proposed amendments) of such request or proposal on a current basis. GTE shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by GTE or its representatives with respect to the foregoing. GTE (i) agrees not to release any Third Party from, or waive any provision of, or fail to enforce, any standstill agreement or similar agreements to which it is a party related to, or which could affect, an Alternative Transaction and agrees that ▇▇▇▇ Atlantic shall be entitled to enforce GTE's rights and remedies under and in connection with such agreements and (ii) acknowledges that the provisions of clause (i) are an important and integral part of this Agreement. Nothing contained in this Section 6.3(b) or in Section 7.2 shall prohibit GTE (i) from taking and disclosing to its stockholders a position contemplated by Rule 14e-9 or Rule 14e-2(a) promulgated under the Exchange Act or (ii) from making any disclosure to its stockholders if, in the good faith judgment of the Board of Directors of GTE, after receipt of advice from outside counsel, failure to disclose would result in a reasonable possibility that the Board of Directors of GTE would breach its fiduciary duties to GTE's stockholders under applicable law. (c) For purposes of this Agreement, "Alternative Transaction" means, whether in the form of a proposal or intended proposal, a signed agreement or completed action, as the case may be, any of (i) a transaction or series of transactions pursuant to which any person (or group making of persons) other than ▇▇▇▇ Atlantic and its Subsidiaries and other than GTE and its Subsidiaries (a "Third Party") acquires or would acquire, directly or indirectly, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 20% of the outstanding shares of ▇▇▇▇ Atlantic or GTE, as the case may be, whether from ▇▇▇▇ Atlantic or GTE or pursuant to a tender offer or exchange offer or otherwise, (ii) any acquisition or proposed acquisition of, or business combination with, ▇▇▇▇ Atlantic or any of its Significant Subsidiaries or GTE or any of its Significant Subsidiaries, as the case may be, by a merger or other business combination (including any so-called "merger-of-equals" and whether or not ▇▇▇▇ Atlantic or any of its Significant Subsidiaries or GTE or any of its Significant Subsidiaries, as the case may be, is the entity surviving any such requestmerger or business combination) or (iii) any other transaction pursuant to which any Third Party acquires or would acquire, Acquisition Proposal directly or inquiry indirectly, control of assets (including for this purpose the outstanding equity securities of Subsidiaries of ▇▇▇▇ Atlantic or with whom GTE, as the case may be, and any discussions are taking placeentity surviving any merger or business combination including any of them) of ▇▇▇▇ Atlantic or any of its Subsidiaries or GTE or any of its Subsidiaries, as the case may be, for consideration equal to 20% or more of the fair market value of all of the outstanding shares of ▇▇▇▇ Atlantic Common Stock or all of the outstanding shares of GTE Common Stock, as the case may be, on the date of this Agreement.

No Solicitation. (a) From Except as expressly permitted by this Section 4.3, during the date hereof until Pre-Closing Period the Expiration Date, the Stockholder Acquired Companies shall not, and shall instruct its cause their Representatives not to, directly or indirectly, indirectly (i) initiatecontinue any solicitation, seek knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, (ii) (A) solicit, initiate or knowingly facilitate or encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries regarding, or the making or submission of any proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal with respect to AkebiaProposal, (iiB) engage in, continue or otherwise participate or engage in any discussions or negotiations withregarding, or disclose furnish to any non-public other Person any information or data relating to, Akebia in connection with an Acquisition Proposal or any of its Subsidiaries to any Person proposal or offer that has made or could reasonably be expected to make lead to an Acquisition Proposal with respect to Akebia Proposal, or (iiiC) adopt, approve, endorse, recommend, declare advisable or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement term sheet or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shallwhether binding or nonbinding, and shall instruct its Representatives to, (x) cause to be terminated or any solicitation, encouragement, discussion or negotiation with or involving any Person Contract (other than Akebiaan Acceptable Confidentiality Agreement permitted to be executed pursuant to Section 4.3(b)), Keryx and their Affiliates) conducted heretofore in each case, with respect to an Acquisition Proposalto, or which that could reasonably be expected to lead to to, an Acquisition ProposalProposal or that would reasonably be expected to cause the Company to abandon, andterminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions, (iii) waive or release any Person from, forebear in connection therewiththe enforcement of or amend any standstill agreement or any standstill provisions of any other Contract, immediately discontinue access by or take any action to exempt any Person (other than AkebiaParent, Keryx and Merger Sub or their Affiliates) from the restrictions on “business combinations” or any similar provision contained in applicable Takeover Laws or the organizational and other governing documents of an Acquired Company, unless in the case of this clause (iii), the Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Board of Directors to the Company’s stockholders under applicable Legal Requirements and notifies Parent of any such release, forbearance or amendment within one Business Day thereof, or (iv) resolve or publicly propose to take any of the actions set forth in the foregoing clauses (i) through (iii) of this Section 4.3(a). As promptly as reasonably practicable (and in any event within one Business Day) following the Agreement Date, the Company shall terminate access to any data room or similar facility established by the Company or its Representatives in connection with a potential Acquisition Proposal (virtual or otherwiseincluding the process that culminated in the execution and delivery of this Agreement) established for and request (unless such purpose a request was previously made by an Acquired Company before the execution and (ydelivery of this Agreement) request the prompt return or destruction of all confidential and non-public information provided previously furnished to third parties any Person (other than Parent, ▇▇▇▇▇▇ Sub and their respective Representatives) that has since January December 1, 2017, relating 2023 made or indicated an intention to make an Acquisition ProposalProposal or executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal (or the process that culminated in the execution and delivery of this Agreement). The Company shall be fully responsible for any action taken by its or the other Acquired Companies’ Representatives that, within two (2) Business Days from had such action been taken by the date hereofCompany, would constitute a breach of this Section 4.3, and any such action taken by any Representative of an Acquired Company shall constitute a breach of this Section 4.3 by the Company. (b) In addition Notwithstanding anything in this Agreement to the obligations set forth contrary, if at any time after the execution and delivery of this Agreement and prior to the receipt of the Company Stockholder Approval (the “Cut-off Time”) any Acquired Company or its Representatives receives a bona fide written Acquisition Proposal from any Person or group of Persons, which Acquisition Proposal was made or renewed after the execution and delivery of this Agreement and did not arise out of or result from a breach of this Section 4.3 or of Section 5.1, and the Board of Directors determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that (i) such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Offer, and (ii) the failure to take such action described in clauses (x) or (y) of this Section 4(a)4.3(b) would be inconsistent with the fiduciary duties of the Board of Directors to the Company’s stockholders under applicable Legal Requirements, then the Stockholder shallCompany and its Representatives may, until the Cut-off Time, (x) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Acquired Companies to the Person or group of Persons who has made such Acquisition Proposal and the Representatives of such Person or group of Persons; provided that the Company shall as promptly as practicable after receipt thereof, (and in any event within 24 hours) provide to Parent any non-public information concerning the Acquired Companies that is provided to any Person to the extent access to such information is not then available to Parent and its Representatives, advise Akebia and (y) engage in writing or otherwise participate in discussions or negotiations with the Person or group of any request for information or any Persons making such Acquisition Proposal with respect to Akebia, and the terms and conditions Representatives of such Person or group of Persons. If the Board of Directors makes any determination described in the foregoing clauses (i) and (ii) of this Section 4.3(b) or initially takes any action set forth in the foregoing clauses (x) or (y) of this Section 4.3(b), the Company shall notify Parent within 24 hours thereof. (c) During the Pre-Closing Period, the Company shall (i) promptly (and in any event within 24 hours after receipt thereof by an Acquired Company) notify Parent if any request, Acquisition Proposal, inquiry, discussions proposal or negotiationsoffer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal is received by any Acquired Company or any Representative thereof and the Stockholder shall provide to Akebia Parent (w) copies of any written materials request, inquiry, proposal, offer or other materials, including proposed agreements (including any proposed term sheet, letter of intent, acquisition agreement, financing commitments or similar agreements with respect thereto) received by the Stockholder in connection with therewith, (x) a summary of any material unwritten terms and conditions thereof, (y) a summary of the foregoing nature of any information requested, and (z) the identity of the Person or each member in the group of Persons making such request, inquiry, proposal or offer, (ii) keep Parent reasonably informed of any material developments, discussions or negotiations regarding any such request, inquiry, proposal, offer or Acquisition Proposal (including by furnishing copies of any further requests, inquires or inquiry proposals or amendments thereto) on a prompt basis (and in any event within 24 hours of such material development, discussion or negotiation), and (iii) upon the request of Parent, reasonably inform Parent of the status of such Acquisition Proposal. (d) Nothing in this Section 4.3 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, including any “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act, or (ii) making any disclosure to the stockholders of the Company that the Board of Directors determines, after consultation with whom any discussions are taking placeoutside counsel, is required by applicable Legal Requirements; provided, however, that nothing in this Section 4.3(d) shall permit the Board of Directors to make a Company Adverse Recommendation Change and, unless the Board of Directors has made a Company Adverse Recommendation Change in accordance with the provisions of Section 5.1(b) that remains in effect and has not been withdrawn, such disclosure shall state that the Company Board Recommendation continues to be in effect.

No Solicitation. (a) From Except as permitted by the date hereof provisions of this Section 6.04, from and after the execution and delivery of this Agreement until the Expiration earlier of the Effective Time and the Termination Date, the Stockholder Company shall not, and shall instruct cause its Subsidiaries not to and direct its and their respective directors, officers, employees and other Representatives not to, directly or indirectly, (i) solicit, initiate, seek or solicitknowingly induce, propose, knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of of, any proposal proposal, offer, inquiry or request that constitutes, or would reasonably be expected to result in or lead to, any Alternative Proposal, (ii) engage in, continue or otherwise participate in any negotiations or discussions regarding any proposal, offer, inquiry or request that constitutes, or would reasonably be expected to result in or lead to, an Acquisition Alternative Proposal with respect to Akebia, (ii) participate or engage in discussions or negotiations with, or disclose furnish any non-public information regarding the Company or data relating to, Akebia or any of provide access to its Subsidiaries properties to any Person (other than Parent, Merger Sub and their Representatives) relating to any proposal, offer, inquiry or request that has made constitutes, or could would reasonably be expected to make result in or lead to, an Acquisition Alternative Proposal with respect (except, in each case, to Akebia notify such Person that the provisions of this Section 6.04 prohibit any such discussions or negotiations), (iii) take any action pursuant to Section 60.835 of the Oregon Act that would permit the consummation of a transaction contemplated by an Alternative Proposal that would otherwise, absent such action, be prohibited by Section 60.835 of the Oregon Act, or take any action to exempt any Person from the restrictions on business combinations contained in any other applicable Takeover Statute or otherwise cause such restrictions not to apply to such Person, (iv) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, acquisition option agreement, joint venture agreement, partnership agreement or other similar agreementContract (excluding any Acceptable Confidentiality Agreement), with respect in each case constituting or related to any Alternative Proposal (each, an “Alternative Acquisition Proposal with respect Agreement”), or (v) publicly announce any intention to Akebia. The Stockholder do any of the foregoing; provided that it is understood and agreed that any determination or action by the Company Board permitted under Section 6.04(e), Section 6.04(f), Section 6.04(g) or Section 6.04(h) shall not be deemed to be a breach or violation of this Section 6.04(a). (b) Upon execution and delivery of this Agreement, the Company shall, and shall instruct cause its Subsidiaries and direct its and their respective directors, officers, employees and other Representatives to, (xi) immediately cease and cause to be terminated any solicitation, encouragement, discussion discussions or negotiation negotiations with or involving any Person (other than AkebiaParent, Keryx Merger Sub and their AffiliatesRepresentatives) conducted heretofore in connection with respect to an Acquisition Proposalany Alternative Proposal or any other proposal, offer, inquiry or request that constitutes, or which could would reasonably be expected to lead to result in, an Acquisition Alternative Proposal, andin each case that exist as of the date hereof, in connection therewith, immediately discontinue (ii) promptly terminate access to any physical or electronic data rooms maintained by or on behalf of the Company relating to a possible Alternative Proposal by any such Person (other than Akebia(A) Parent, Keryx Merger Sub and their Affiliates) to any data room (virtual or otherwise) established for such purpose Representatives and (yB) the Company and its Representatives) and (iii) promptly request that each Person that has executed a confidentiality agreement in the return or destruction past twenty-four (24) months prior to the execution and delivery of all confidential this Agreement in connection with such Person’s consideration of any Alternative Proposal (other than Parent, Merger Sub and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2their Representatives) Business Days from and remains in effect on the date hereof, return or destroy all confidential information regarding the Company and its Subsidiaries. (bc) In addition Notwithstanding anything to the obligations set forth in contrary herein, subject to compliance with this Section 4(a)6.04, the Stockholder shallCompany may waive any standstill or similar agreement solely to the extent necessary to allow for an Alternative Proposal that has not been solicited in breach of Section 6.04(a) to be made to the Company Board in a confidential manner so long as the Company promptly notifies Parent thereof (but not the identity of such counterparty) promptly after granting any such waiver. For the avoidance of doubt, as the receipt of an unsolicited proposal, offer, inquiry or request received pursuant to any standstill, confidentiality or other similar agreement that permits the submission of private or confidential proposals to the Company Board shall not, by itself, violate, or be deemed to be in violation of, the preceding sentence. Without limiting the foregoing, it is understood that any material breach of the restrictions contained in this Section 6.04 by any of the Company’s Representatives acting in their authorized capacities on behalf of the Company shall be deemed to be a breach of this Section 6.04 by the Company. (d) The Company shall (i) promptly as practicable after receipt thereof, (and in any event within 24 hours, advise Akebia in writing one (1) Business Day) notify Parent of the receipt by the Company or its Representatives of any proposal, offer, inquiry or request for information that constitutes, or any Acquisition Proposal with respect would reasonably be expected to Akebiaresult in or lead to, and an Alternative Proposal, which notice shall include a copy or a summary of the material terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing (and the identity of the Person making, unless prohibited by the terms of a confidentiality agreement entered into prior to the date hereof) such proposal, offer, inquiry or group making request and (ii) thereafter keep Parent reasonably informed on a reasonably prompt basis (and, in any event within twenty-four (24) hours) of any material developments with respect to, or any material change to the terms of, any such requestAlternative Proposal, Acquisition including by providing copies of any additional draft agreements relating to, or written proposals containing any material term of, any such Alternative Proposal received by the Company or inquiry any of its Representatives. (e) Notwithstanding anything in this Section 6.04 to the contrary, if, at any time following the date hereof and prior to the receipt of the Required Company Shareholder Vote, the Company receives a bona fide written Alternative Proposal, which Alternative Proposal did not result from a material breach of this Section 6.04, (i) the Company may engage in communications with any Person (as well as its Representatives) with respect to the Alternative Proposal solely for the purpose of clarifying such Alternative Proposal and the terms thereof and (ii) if the Company Board determines in good faith after consultation with its financial advisors and outside legal counsel that, based on the information then available, such Alternative Proposal constitutes, or could reasonably be expected to result in, a Superior Proposal, the Company may take the following actions: (I) furnish information, including material non-public information, to any Person making such Alternative Proposal, as well as its Representatives and potential financing sources, if, and only if, prior to so furnishing such information, the third party has executed an Acceptable Confidentiality Agreement (provided, that the Company shall, prior to or substantially concurrently with whom such disclosure, make available to Parent any non-public information that is made available to such Person to the extent not previously provided to Parent or its Representatives), and (II) engage in discussions are or negotiations with any Person (as well as its Representatives) with respect to the Alternative Proposal. (f) Except as set forth in this Section 6.04, the Company Board or any committee thereof shall not (i) withdraw or qualify (or modify or amend in any manner adverse to Parent or Merger Sub), or propose publicly to withdraw or qualify (or modify or amend in any manner adverse to Parent or Merger Sub), the Recommendation, (ii) approve, recommend, adopt, authorize or declare advisable, or publicly propose to approve, recommend, adopt, authorize or declare advisable, any Alternative Proposal, (iii) fail to include the Recommendation in the Proxy Statement, (iv) fail to publish, send or provide to the holders of Shares, pursuant to Rule 14e-2(a) under the Exchange Act a statement recommending against any Alternative Proposal that is a tender or exchange offer and publicly reaffirm the Recommendation within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer, (v) if an Alternative Proposal (other than an Alternative Proposal that is a tender or exchange offer) shall have been publicly announced or disclosed, fail to recommend against such Alternative Proposal within ten (10) Business Days after Parent so requests in writing (it being understood that the Company will have no obligation to make such reaffirmation more than once per Alternative Proposal) or (vi) resolve to effect or publicly announce an intention to effect any of the foregoing (any such action described in the foregoing clauses (i) through (vi), a “Change of Recommendation”). Notwithstanding anything to the contrary set forth in this Agreement, prior to obtaining the Required Company Shareholder Vote, the Company Board may, in response to an Alternative Proposal received by the Company after the date of this Agreement that has not been subsequently withdrawn, which Alternative Proposal did not result from a material breach of this Section 6.04, and with respect to which the Company Board determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, (1) such Alternative Proposal would, if consummated, constitute a Superior Proposal and (2) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law, (x) make a Change of Recommendation with respect to such Superior Proposal and/or (y) cause the Company to terminate this Agreement pursuant to Section 8.01(h)(i); provided, that the Company Board shall not be entitled to make such a Change of Recommendation or cause such termination of this Agreement pursuant to Section 8.01(h)(i) unless, in each case, (A) the Company shall have given Parent at least four (4) Business Days prior written notice (a “Superior Proposal Notice” and such period from the time the Superior Proposal Notice is provided until 11:59 p.m. Eastern time on the fourth (4th) Business Day immediately following the day on which the Company delivered the Superior Proposal Notice, the “Notice Period”) advising Parent of its intention to make such a Change of Recommendation or terminate this Agreement, which Superior Proposal Notice shall include a copy or a summary of the material terms and conditions (including the identity of the Person making the Superior Proposal, unless prohibited by the terms of a confidentiality agreement entered into prior to the date hereof) of the Superior Proposal, (B) during such Notice Period, if requested by Parent, the Company shall, and shall direct its Representatives to, engage in good faith negotiations with Parent and its Representatives (to the extent Parent so desires to negotiate) to consider amendments to the terms and conditions of this Agreement in such a manner so that such Alternative Proposal would cease to constitute a Superior Proposal and (C) at the end of such Notice Period, after taking placeinto account any irrevocable commitments or binding proposals made by Parent to the Company in writing to amend the terms of this Agreement during such Notice Period, the Company Board determines in good faith after consultation with the Company’s financial advisors and outside legal counsel that (I) the Alternative Proposal giving rise to the Superior Proposal Notice continues to constitute a Superior Proposal and (II) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, that in the event of any material modification of the financial terms or any other material modifications to the terms of such Superior Proposal, the Company shall be required to deliver a new Superior Proposal Notice to Parent and to again comply with the requirements of this Section 6.04(f) with respect to such Superior Proposal Notice, except that the Notice Period shall be three (3) Business Days and such three (3) Business Day period shall expire at 11:59 p.m. Eastern time on the third (3rd) Business Day immediately following the Business Day on which such new Superior Proposal Notice is delivered (it being understood and agreed that in no event shall any such additional three (3) Business Day Notice Period be deemed to shorten the initial four (4) Business Day Notice Period). For the avoidance of doubt, (I) the determination by the Company Board that an Alternative Proposal constitutes or could constitute a Superior Proposal, (II) the delivery of a Superior Proposal Notice, or (III) the public disclosure of the items in foregoing clauses (I) or (II), in each case in and of itself, will not constitute a Change of Recommendation or violate this Section 6.04. (g) Notwithstanding anything to the contrary set forth in this Agreement, prior to obtaining the Required Company Shareholder Vote, the Company Board may, in response to an Intervening Event that is continuing, make a Change of Recommendation if the Company Board determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that the failure of the Company Board to make a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, that the Company Board shall not be entitled to make such a Change of Recommendation unless (i) the Company shall have given Parent at least four (4) Business Days’ prior written notice (an “Intervening Event Notice”) advising Parent of its intention to make such a Change of Recommendation, which Intervening Event Notice shall include a description of the applicable Intervening Event, (ii) to the extent requested by Parent during such four (4) Business Day period, the Company shall have engaged, and shall have directed its Representatives to engage, in good faith negotiations with Parent and its Representatives (to the extent Parent so desires to negotiate) to consider amendments to the terms and conditions of this Agreement in such a manner that would permit the Company Board, consistent with the directors’ fiduciary duties, not to make such Change of Recommendation and (iii) at the end of such four (4) Business Day period, after taking into account any irrevocable commitments or binding proposals made by Parent to the Company in writing to amend the terms of this Agreement during such four (4) Business Day period, the Company Board determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that the failure of the Company Board to make such Change of Recommendation would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law (it being understood that any such determination in and of itself shall not be deemed a Change of Recommendation). For the avoidance of doubt, (I) the determination by the Company Board that an Intervening Event has occurred, (II) the delivery of an Intervening Event Notice, or (III) the public disclosure of the items in foregoing clauses (I) or (II), in each case in and of itself, will not constitute a Change of Recommendation or violate this Section 6.04. (h) Nothing contained in this Agreement shall prohibit the Company or the Company Board from (i) complying with its disclosure obligations under applicable Law or Nasdaq rules and regulations, including taking or disclosing to its shareholders a position contemplated by Rules 14d-9, 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer) or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder (and no communication that consists solely of a “stop, look and listen” statement, in and of itself, will be considered a

No Solicitation. (a) From The Company shall, shall cause its Subsidiaries to and shall request that its Representatives, immediately cease (i) any communications, discussions or negotiations with any Person that may be ongoing with respect to a Company Acquisition Proposal, (ii) furnishing to any Person (other than Parent, Merger Sub, their respective Representatives and the Company’s Representatives) any information with respect to a Company Acquisition Proposal and (iii) cooperating with, assisting in, participating in, or knowingly facilitating or encouraging a Company Acquisition Proposal and, if applicable, shall request to have returned to the Company or destroyed any confidential information that has been provided to any Person during any such communications, discussions or negotiations occurring in the six (6) months prior to the date hereof of this Agreement. From and after the date of this Agreement until the Expiration Dateearlier to occur of the Effective Time or the date of termination of this Agreement in accordance with ARTICLE 9, the Stockholder Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or knowingly permit any of its Representatives to (and shall instruct its Representatives use reasonable best efforts to cause such Persons not to), directly or indirectly, (iA) initiate, seek or solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) information which has not been previously publicly disseminated), or take knowingly facilitate any other action that is reasonably expected to promote, directly or indirectly, any inquiries inquiry or the making or submission of any proposal that inquiry, proposal, indication of interest or offer which constitutes, or would reasonably be expected to lead to, an a Company Acquisition Proposal with respect to AkebiaProposal, (iiB) participate subject to Section 5.02(b), approve or engage in discussions or negotiations withrecommend, or disclose any non-public information publicly propose to approve or data relating torecommend, Akebia a Company Acquisition Proposal, (C) subject to Section 5.02(b), approve or any of its Subsidiaries recommend, or publicly propose to any Person that has made approve or could reasonably be expected to make an Acquisition Proposal with respect to Akebia recommend, or (iii) execute or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect arrangement or understanding, in each case relating to an a Company Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebiaan Acceptable Company Confidentiality Agreement) or a Company Superior Proposal (each an “Alternative Company Acquisition Agreement”), Keryx and their Affiliates(D) conducted heretofore with respect to an enter into, continue or otherwise participate in any discussions or negotiations regarding any Company Acquisition Proposal, or which (E) agree to do any of the foregoing; provided, however, if, prior to the receipt of the Company Stockholder Approval, following the receipt of a bona fide written Company Acquisition Proposal that the Company Board determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, is or could reasonably be expected to lead to an a Company Superior Proposal and that was not solicited in violation of this Section 5.02(a) made after the date of this Agreement, the Company may, in response to such Company Acquisition Proposal, andand subject to compliance with Section 5.02(b), furnish information with respect to the Company to the Person making such Company Acquisition Proposal and engage in connection therewithdiscussions or negotiations with such Person regarding such Company Acquisition Proposal; provided, immediately discontinue access by that (1) prior to furnishing, or causing to be furnished, any such nonpublic information relating to the Company to such Person, the Company enters into a confidentiality agreement with the Person making such Company Acquisition Proposal (other than Akebia, Keryx and their Affiliatesan “Acceptable Company Confidentiality Agreement”) that (x) does not contain any provision that would prevent the Company from complying with its obligation to provide any data room (virtual or otherwise) established for such purpose disclosure to Parent required pursuant to this Section 5.02 and (y) request contains provisions that in the return aggregate are no less restrictive on such Person than those contained in the Confidentiality Agreement as in effect immediately prior to the execution of this Agreement (provided, that such agreement does not need to contain any provision prohibiting (including, any direct or destruction indirect “standstill” or similar provisions that prohibit) the making of all confidential and non-public information provided to third parties since January 1, 2017, relating to an any Company Acquisition Proposal), within two and (2) Business Days from promptly (but in any event within 24 hours) following furnishing any such nonpublic information to such Person, the date hereofCompany furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously so furnished to Parent or its Representatives). (b) Notwithstanding anything to the contrary in this Agreement, prior to the receipt of the Company Stockholder Approval, the Company Board may effect a Company Adverse Recommendation Change if (and only if): (I) (A) a written Company Acquisition Proposal that was not solicited in violation of Section 5.02(a) is made to the Company by a Third Party and such Company Acquisition Proposal is not withdrawn or (B) there has been a Company Intervening Event; (II) in the case of a Company Acquisition Proposal, the Company Board concludes in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior Proposal; and (III) the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel, that the failure to make a Company Adverse Recommendation Change would be inconsistent with the fiduciary duties of the Company Board under applicable Law; provided, however, none of the Company, the Company Board or any committee thereof shall make a Company Adverse Recommendation Change and/or authorize the Company to enter into any Alternative Company Acquisition Agreement unless: (i) the Company Board provides Parent at least five (5) days’ prior written notice of its intention to take such action (it being understood that the delivery of such notice and any amendment or update thereto and the determination to so deliver such notice, update or amendment shall not, by itself, constitute a Company Adverse Recommendation Change), which notice shall include, as applicable, (A) the information with respect to the Company Superior Proposal that is specified in Section 5.02(c), as well as a copy of such Company Acquisition Proposal and any related Alternative Company Acquisition Agreement, or (B) the facts and circumstances in reasonable detail of the Company Intervening Event; (ii) during the five (5) days following such written notice described in the foregoing clause (i) (or such shorter period as is specified in this Section 5.02(b) below), the Company Board and its Representatives have negotiated in good faith with Parent (to the extent Parent desires to negotiate) regarding any revisions to the terms of this Agreement that may, at Parent’s sole discretion, be proposed by Parent in response to such Company Superior Proposal or Company Intervening Event, as applicable; and (iii) at the end of the five (5) day period described in the foregoing clause (i) (or such shorter period as specified in this Section 5.02(b) below), the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel and financial advisors (and taking into account any adjustment or modification of the terms of this Agreement proposed and irrevocably committed to in writing by Parent and capable of acceptance by the Company), that, as applicable (A) the Company Acquisition Proposal continues to be a Company Superior Proposal or (B) the Company Intervening Event continues to warrant a Company Adverse Recommendation Change and, in each case, that the failure to make such Company Adverse Recommendation Change would be inconsistent with the fiduciary duties of the Company Board under applicable Law. Any amendment or modification to the conditionality, price or form of consideration of any Company Superior Proposal will be deemed to be a new Company Acquisition Proposal for purposes of this Section 5.02, and the Company shall promptly (but in any event within 24 hours of occurrence) notify Parent of any such new Company Acquisition Proposal and the Parties shall comply with the provisions of this Section 5.02(b) with respect thereto; provided, however, that the “matching period” set forth above shall in such circumstance expire on the later of three (3) days after the Company Board provides written notice of such new Company Acquisition Proposal to Parent and the end of the original five (5) day period described in clause (ii) above; provided, further, (x) whether or not there is a Company Adverse Recommendation Change, unless this Agreement has been terminated in accordance with Section 9.01, the Company Board shall submit this Agreement for approval by the Company stockholders at the Company Stockholders Meeting; and (y) in the event there is a Company Adverse Recommendation Change made in compliance with this Section 5.02(b) with respect to a Company Superior Proposal, the Company shall only enter into an Alternative Company Acquisition Agreement with respect thereto by terminating this Agreement in accordance with Section 9.01(h). (c) In addition to the obligations of Parent and the Company set forth in Section 4(a5.02(a) and Section 5.02(b), the Stockholder shall, as Company (i) shall promptly as practicable after receipt thereof, (and in any event within 24 hours, advise Akebia ) notify Parent in writing of any request for information inquiries, proposals or any Acquisition Proposal offers with respect to Akebiaa Company Acquisition Proposal that are received by, and the terms and conditions of or any non-public information with regard to such requestCompany Acquisition Proposal is requested from, Acquisition Proposal, inquiry, or any discussions or negotiationsnegotiations are sought to be initiated regarding such Company Acquisition Proposal with, and the Stockholder shall provide to Akebia copies Company (or any of any written materials received by the Stockholder its Representatives), indicating, in connection with any of the foregoing and such notice, the identity of the Person or group of Persons making the inquiry, proposal or offer and the material terms and conditions of any such requestinquiries, Acquisition Proposal proposals or inquiry offers (and providing copies of all related written inquiries, proposals or offers, including proposed agreements) and (ii) thereafter shall keep Parent reasonably informed, on a reasonably prompt basis (and, in any event, within 24 hours) of the status of any material discussions or negotiations with whom respect to any discussions are taking placesuch inquiries, proposal or offers and the details of any material changes to the status and material terms of any such inquiries, proposals or offers (including any material amendments thereto or any change to the scope or material terms or conditions thereof, and including copies of any written inquiries, proposals or offers, including proposed agreements and material modifications thereto).

No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder ANI shall not, and shall not authorize or instruct any of its Representatives Subsidiaries, nor any officer, director, investment banker, attorney or other advisor (each a "Representative") of ANI or its Subsidiaries to, and shall use reasonable efforts to cause each of the employees and agents of ANI and its Subsidiaries not to, directly or indirectly, (i) initiate, seek or solicit, initiate or knowingly encourage the making, submission or facilitate announcement of, any ANI Acquisition Proposal (including by way of furnishing non-public informationas defined in Section 5.3(g)), (ii) participate in any discussions or take negotiations regarding, or furnish to any other action that is reasonably expected Person any nonpublic information in connection with or in response to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, constitutes or would reasonably be expected to lead to, an any ANI Acquisition Proposal Proposal, (iii) engage in discussions with any Person with respect to Akebiaany ANI Acquisition Proposal, except as to the existence of this Agreement (but excluding the Occam Schedules and the ANI Schedules) and as set forth in Section 5.3(c), (iiiv) participate approve, endorse or engage in discussions or negotiations with, or disclose recommend any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an ANI Acquisition Proposal with respect (except to Akebia the extent specifically permitted pursuant to Section 5.3(d) below) or (iiiv) enter into any agreement, including any letter of intent, memorandum of understanding, intent or definitive agreement in principle, merger agreement, acquisition agreement contemplating or other similar agreement, with respect otherwise relating to an any ANI Acquisition Proposal with respect to AkebiaProposal. The Stockholder shallANI, and shall instruct its Subsidiaries and Representatives towill each immediately cease any and all existing activities, (x) cause to be terminated discussions or negotiations with any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) third parties conducted heretofore with respect to an any ANI Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking place.

No Solicitation. (a) From Each of the date hereof until the Expiration Date, the Stockholder Company and Parent immediately shall not, cease and shall instruct its Representatives not cause to be terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, directly or indirectly, (i) initiate, seek or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal with respect to Akebiaany Takeover Proposal. From the date hereof until the Effective Time or earlier termination of this Agreement, neither Parent nor the Company shall, nor shall either permit any of its Subsidiaries to, nor shall either authorize or permit any of its or any of its Subsidiaries' officers, directors, employees, authorized representatives and authorized agents to, (i) solicit, initiate or encourage the submission of any Takeover Proposal, (ii) enter into any agreement with respect to a Takeover Proposal or (iii) participate or engage in any discussions or negotiations withregarding, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that has made constitutes, or that could reasonably be expected to make an Acquisition lead to, any Takeover Proposal; PROVIDED, HOWEVER, that if, at any time prior to the Effective Time, the Board of Directors of the Company or Parent, as the case may be, determines in good faith, after consultation with outside counsel, that its fiduciary obligations to its respective stockholders under applicable Laws so require, the Company or Parent, as the case may be, in response to a Takeover Proposal which was not solicited subsequent to the date hereof, (A) may furnish to any Person information with respect to Akebia the Company or Parent, as the case may be, pursuant to a customary confidentiality agreement, (B) may participate in negotiations regarding such Takeover Proposal and (C) subject to full compliance with this SECTION 7.3 and SECTION 8.2, may recommend a Superior Proposal to its stockholders. (b) Each of the Company and Parent shall immediately advise the other party orally and in writing of any Takeover Proposal and any request for information with respect to any Takeover Proposal, the material terms and conditions of such request or Takeover Proposal and the identity of the Person making such request or Takeover Proposal. Each of the Company and Parent will keep the other party fully and promptly informed of the status and details (including amendments or proposed amendments) of any such request or Takeover Proposal. (c) Except as set forth in this SECTION 7.3, neither the Board of Directors of the Company or Parent, as the case may be, nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to the other party, the approval or recommendation by such Board of Directors or such committee of the Merger, this Agreement or the Share Issuance, (ii) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal or (iii) cause the Company or Parent, as the case may be, to enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreementagreement related to any Takeover Proposal. Notwithstanding the foregoing, but subject to compliance with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, andSECTION 8.2, in connection therewiththe event that the Board of Directors of the Company or Parent, immediately discontinue access as the case may be, has fully complied with this SECTION 7.3 and determines that a Superior Proposal exists, the Board of Directors of the Company or Parent, as the case may be, to the extent required by the fiduciary obligations thereof, as determined in the good faith judgment of such Board of Directors based on the advice of outside counsel, may withdraw or modify its approval or recommendation of the Merger, this Agreement or the Share Issuance; PROVIDED, HOWEVER, that nothing contained herein (including any Person such withdrawal or modification of such approval or recommendation) shall release or otherwise affect (other than Akebia, Keryx and their AffiliatesA) the Company's obligation under SECTION 8.2(A) to any data room call and hold the Company Stockholders' Meeting and submit the Merger and this Agreement to the stockholders of the Company for their approval or (virtual or otherwiseB) established Parent's obligation under SECTION 8.2(B) to call and hold the Parent Stockholders' Meeting and submit the Share Issuance to the stockholders of Parent for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereoftheir approval. (bd) In addition Nothing contained in this SECTION 7.3 shall prohibit the Company or Parent from taking and disclosing to its respective stockholders a position contemplated by Rules 14d-9 or 14e-2 promulgated under the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information Exchange Act or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group from making any disclosure to its respective stockholders if, in the good faith judgment of its Board of Directors, after consultation with outside counsel, such request, Acquisition Proposal disclosure is required by its fiduciary duties to its respective stockholders under applicable Law or inquiry or with whom any discussions are taking placeis otherwise required under applicable Law.

No Solicitation. (a) From the date hereof of this Agreement and until the Expiration DateTime, the Stockholder each Holder shall not, and shall instruct direct its Representatives not to: (a) continue any solicitation, directly knowing encouragement, discussions or indirectly, negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ib) initiate, seek or solicit, initiate or knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries regarding, or the making or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to AkebiaProposal; (c) engage in, (ii) continue or otherwise participate or engage in any discussions or negotiations withregarding, or disclose furnish to any Person (other than Parent, Purchaser or any of their respective designees) any non-public information in connection with or data relating tofor the purpose of knowingly encouraging or knowingly facilitating, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement proposal or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could offer that would reasonably be expected to lead to an Acquisition Proposal; or (d) enter into or agree to enter into any letter of intent, andacquisition agreement, agreement in connection therewith, immediately discontinue access by principle or similar agreement with respect to an Acquisition Proposal or any Person (other than Akebia, Keryx and their Affiliates) proposal or offer that would reasonably be expected to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating lead to an Acquisition Proposal. Without limiting the foregoing, within two (2) Business Days from the date hereof. (b) In addition parties hereby acknowledge and agree that a breach in any material respect of the restrictions in this Section 6 applicable to such Holder by any of such Holder’s Representatives, to the obligations set forth extent acting at such Holder’s direction, shall be deemed to be a breach of this Section 6 by such Holder. Nothing in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in this Agreement shall prohibit any event within 24 hours, advise Akebia in writing of any request for information Holder or any Acquisition Proposal with respect of its Representatives from taking any action that the Company or its Representatives are permitted to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any take under Section 5.3 of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeMerger Agreement.

No Solicitation. (a) From the date hereof until the Expiration DateAcceptance Date or the earlier termination of this Agreement in accordance with its terms, the Stockholder shall notCompany agrees that neither it nor any of its Subsidiaries, nor any of their respective officers, directors or employees, will, and shall instruct that it will use its reasonable best efforts to cause its and their respective other Representatives not to (and will not authorize or give permission to its and their respective Representatives to), directly or indirectly, : (i) solicit, initiate, seek or solicit, or knowingly encourage the making, submission or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission announcement of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to AkebiaProposal, (ii) participate or engage in discussions or negotiations with, or disclose furnish any non-public nonpublic information or data relating to, Akebia regarding the Company or any of its Subsidiaries to any Person in connection with or in response to an Acquisition Proposal, (iii) continue or otherwise engage or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) except in connection with a Company Change of Recommendation pursuant to Section 5.8(e), approve, endorse or recommend any Acquisition Proposal, or (v) except in connection with a Company Change of Recommendation pursuant to Section 5.8(e), enter into any letter of intent, arrangement, agreement or understanding relating to any Acquisition Proposal; provided, however, that has made this Section 5.8(a) will not prohibit (A) the Company Board or could any committee thereof, directly or indirectly through any officer, employee or Representative, prior to the Acceptance Date, from furnishing nonpublic information regarding the Company or any of its Subsidiaries to, or entering into or participating in discussions or negotiations with, any Person in response to an unsolicited, bona fide Acquisition Proposal that the Company Board or any committee thereof concludes in good faith, after consultation with outside legal counsel and a financial advisor, constitutes or would reasonably be expected to make an Acquisition result in a Superior Proposal if (1) the Company Board thereof concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action with respect to Akebia such Acquisition Proposal would be reasonably likely to result in a breach of its fiduciary duties under applicable law, (2) such Acquisition Proposal did not result from a breach of this Section 5.8, (3) prior thereto the Company has given Parent the notice required by Section 5.8(b), and (4) the Company furnishes any nonpublic information provided to the maker of the Acquisition Proposal only pursuant to a confidentiality agreement between the Company and such Person containing customary terms and conditions that in the aggregate are not materially less restrictive than those contained in the Confidentiality Agreement or (B) the Company from complying with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to any Acquisition Proposal, including any so called “stop, look and listen” communications, or making any other statement or disclosure that the Company determines in good faith, after consultation with its outside legal counsel, that the failure of the Company to make such statement or disclosure would reasonably be expected to be a violation of applicable law; provided that the Company Board may make a Company Change of Recommendation only in accordance with Section 5.8(e). (b) The Company will promptly, and in no event later than 24 hours after its receipt of any Acquisition Proposal, or any request for nonpublic information relating to the Company or any of its Subsidiaries in connection with an Acquisition Proposal, advise Parent orally and in writing of such Acquisition Proposal or request (including providing the identity of the Person making or submitting such Acquisition Proposal or request, and, (i) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and (ii) if oral, a reasonably detailed summary thereof that is made or submitted by any Person during the period between the date hereof and the Closing Date). The Company will keep Parent informed on a prompt basis with respect to any change to the material terms of any such Acquisition Proposal (and in no event later than 24 hours following any such change), including providing Parent with a copy of any draft agreements and modifications thereof. (c) Upon the execution of this Agreement, the Company will, and will cause its Subsidiaries and its and their respective officers, directors and employees, and will use its reasonable best efforts to cause its and their respective Representatives to, immediately cease and terminate any existing activities, discussions or negotiations between the Company or any of its Subsidiaries or any of their respective Representatives and any Person that relate to any Acquisition Proposal and use reasonable best efforts to obtain the prompt return or destruction of any confidential information previously furnished to such Persons with respect thereto within 12 months prior to the date hereof (to the extent that the Company has the right to cause such Persons to return or destroy such confidential information under a confidentiality agreement (or other similar agreement) with such Persons). (d) Except as otherwise provided in Section 5.8(e), the Company Board (or any committee thereof) may not (i) withhold, withdraw or modify, or publicly propose to withhold, withdraw or modify, the Company Board Recommendation in a manner adverse to Parent or make any statement, filing or release, in connection with obtaining the Company Stockholder Approval or otherwise, inconsistent with the Company Board Recommendation, (ii) approve, endorse or recommend any Acquisition Proposal (any of the foregoing set forth in clauses (i) and (ii), a “Company Change of Recommendation”), or (iii) enter into a written agreement providing for an Acquisition Proposal. (e) The Company Board may at any agreement, including any letter time prior to the earlier of intent, memorandum the Acceptance Date or receipt of understanding, agreement the Company Stockholder Approval (i) effect a Company Change of Recommendation in principle, merger agreement, acquisition agreement or other similar agreement, with respect to of an Acquisition Proposal with respect or (ii) if it elects to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation do so in connection with or involving any Person (other than Akebiafollowing a Company Change of Recommendation, Keryx and their Affiliatesterminate this Agreement pursuant to Section 8.1(f) conducted heretofore with respect in order to enter into a definitive written agreement providing for an Acquisition Proposal, or which could reasonably be expected to lead to if and only if: (A) an Acquisition Proposal is made to the Company by a third party, such offer is not withdrawn and the Company has not breached this Section 5.8, (B) the Company Board or any committee thereof determines in good faith after consultation with outside legal counsel and a financial advisor that such offer constitutes a Superior Proposal, (C) following consultation with outside legal counsel, the Company Board or any committee thereof determines that failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable law, (D) the Company provides Parent three Business Days’ prior written notice of its intention to take such action (such three-Business Day period, the “Notice Period”), which notice will include the information with respect to such Superior Proposal that is specified in Section 5.8(b) (it being understood that any material revision or amendment to the terms of such Superior Proposal will require a new notice and, in connection therewithsuch case, immediately discontinue access all references to three Business Days in this Section 5.8(e) will be deemed to be two Business Days), (E) at the end of the Notice Period described in clause (D), the Company Board again makes the determination in good faith after consultation with outside legal counsel and a financial advisor (after negotiating in good faith with Parent and its Representatives if requested by Parent during the Notice Period regarding any Person (other than Akebiaadjustments or modifications to the terms of this Agreement proposed by Parent and taking into account any such adjustments or modifications) that the Acquisition Proposal continues to be a Superior Proposal and, Keryx and their Affiliates) after consultation with outside legal counsel, that the failure to any data room (virtual or otherwise) established for take such purpose action would be reasonably likely to result in a breach of its fiduciary duties under applicable law, and (yF) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two Company has paid the Company Termination Fee in accordance with Section 8.3. (2f) Business Days During the period from the date hereof. (b) In addition of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries may terminate, amend, modify or waive any provision of any confidentiality agreement to which it is a party relating to a proposed business combination involving the Company or any standstill agreement to which it is a party unless the Company Board or any committee thereof determines in good faith, after consultation with outside legal counsel, that failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable law. During such period, the Company or its Subsidiaries, as the case may be, will enforce, to the obligations set forth in Section 4(a)fullest extent permitted under applicable law, the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing provisions of any request for information or such agreement, including by obtaining injunctions to prevent any Acquisition Proposal with respect breaches of such agreements and to Akebia, and enforce specifically the terms and conditions provisions thereof in each case except to the extent that the Company Board or any committee thereof determines in good faith, after consultation with outside legal counsel, that taking such action would be reasonably likely to result in a breach of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeits fiduciary duties under applicable law.

No Solicitation. (a) From Subject to Section 7.8(c), VCIF shall, and shall cause its Representatives (which shall include, for the date hereof until avoidance of doubt, Oakline) to, (i) immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Competing Proposal, (ii) immediately terminate any physical or electronic data room access (or other access to diligence) previously granted to any such Person, (iii) promptly request the Expiration Dateprompt return or destruction of all confidential information previously furnished with respect to any Competing Proposal and (iv) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which it or any of its Affiliates or Representatives is a party, and shall enforce the Stockholder provisions of any such agreement, which shall include seeking any injunctive relief available to enforce such agreement; provided however, that VCIF may grant a waiver of any “standstill” or similar obligation of any Person solely to allow such Person to confidentially submit a Competing Proposal to the VCIF Board, to the extent the VCIF Board determines (after consultation with its outside counsel) that such waiver is necessary for the VCIF Board to comply with its fiduciary duties. (b) Except as otherwise provided in Section 7.8(c), during the Interim Period, VCIF shall not, and shall instruct cause its Representatives (which shall include, for the avoidance of doubt, Oakline) not to, directly or indirectly, (i) initiate, seek or solicit, endorse, propose, induce, knowingly encourage, facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or assist the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to AkebiaCompeting Proposal, (ii) participate enter into, continue or otherwise engage in negotiations or discussions or negotiations with, or disclose furnish any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected relating to make an Acquisition Proposal with respect to Akebia or a Competing Proposal, (iii) approve, endorse or recommend, whether publicly or non-publicly, any Competing Proposal, (iv) cause or permit VCIF to enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, acquisition transaction agreement, option agreement, joint venture agreement, partnership agreement or other similar agreementContract (each, with respect an “Alternative Acquisition Agreement”), except for an Acceptable Confidentiality Agreement, in each case constituting or related to, or which is intended to an Acquisition or is reasonably likely to lead to or is in connection with, any Competing Proposal, or (v) resolve, agree or propose, whether publicly or non-publicly, to do any of the foregoing; provided, however, that, notwithstanding the foregoing, VCIF may inform Persons of the provisions contained in this Section 7.8. (c) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the date that the VCIF Shareholder Approval is obtained, in the event that VCIF (or its Representatives on VCIF’s behalf) receives a written Competing Proposal with respect from any Person that was unsolicited and that did not otherwise result from any breach of any of the provisions set forth in this Section 7.8: (i) VCIF and its Representatives may contact such Person, without the VCIF Board being required to Akebia. The Stockholder shallmake the determination in clause (ii) of this Section 7.8(c), solely to determine whether such Competing Proposal is bona fide, and shall instruct (ii) VCIF and the VCIF Board and its Representatives may engage in negotiations or substantive discussions with, or furnish any information and other access to, such Person making such Competing Proposal and its Representatives if the VCIF Board determines in good faith (after consultation with its outside financial advisors and outside legal counsel) that (A) such Competing Proposal is bona fide and was made in good faith by the Person delivering it, (B) such Competing Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (C) the failure to so engage in negotiations or discussions or furnish information or access would constitute a breach of its fiduciary duties to the VCIF Shareholders under Delaware Law; provided, that (x) cause prior to be terminated furnishing any solicitationinformation concerning VCIF, encouragementVCIF and such Person execute, discussion or negotiation with or involving any to the extent such Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect is not already subject to an Acquisition ProposalAcceptable Confidentiality Agreement, or which could reasonably be expected to lead to a confidentiality agreement containing customary terms, including “standstill provisions” (an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates“Acceptable Confidentiality Agreement”) to any data room (virtual or otherwise) established for such purpose and (y) request the return VCIF shall promptly provide or destruction of all confidential and make available to Carlyle (I) any non-public information provided that it provides to third parties since January 1such Person that was not previously made available to Carlyle or its Representatives, 2017concurrently with the delivery of such non-public information to such Person, relating to an Acquisition Proposal, within two and (2II) Business Days from the date hereofa non-redacted copy of each such Acceptable Confidentiality Agreement. (bd) In addition to During the obligations set forth in Section 4(a)Interim Period, the Stockholder VCIF shall, as promptly as reasonably practicable after following (and, in any event, within 24 hours of) receipt thereofby VCIF or any of its Representatives of any Competing Proposal, deliver to ▇▇▇▇▇▇▇ a written notice setting forth: (A) the identity of the Person making such Competing Proposal and (B) a description of the material terms and conditions of and facts surrounding any such Competing Proposal. VCIF shall deliver to Carlyle concurrently with such notice unredacted copies of any documents (including any indication of interest, transaction agreement or the like) in connection with such Competing Proposal. VCIF shall keep Carlyle reasonably informed of the status and details of such Competing Proposal on a prompt basis, and in any event within 24 hours, advise Akebia in writing hours after the occurrence of any amendment, modification, development, discussion or negotiation of any such Competing Proposal, and in connection therewith shall deliver to Carlyle copies of any documents in connection with such developments or changes. (e) Except as provided in this Section 7.8(e), neither VCIF nor the VCIF Board nor any committee thereof shall (i) (A) withdraw (or modify or qualify in any manner) the VCIF Board Recommendation, (B) approve, recommend or otherwise declare advisable any Competing Proposal or the approval by the VCIF Shareholders of any Competing Proposal, (C) fail to publicly reaffirm the VCIF Board Recommendation within 2 Business Days after any reasonable request for information to do so by ▇▇▇▇▇▇▇ (which such request shall not be made more than twice) or (D) resolve, agree or publicly propose to take any such actions prohibited by clauses (A) through (C) (the matters described in the foregoing clauses (A) through (D), an “Adverse Recommendation Change”), or (ii) cause or permit VCIF to execute or enter into any Alternative Acquisition Agreement, or resolve, agree or propose to take any such actions; provided, however, that notwithstanding anything in this Section 7.8(e) to the contrary, at any time prior to the receipt of the VCIF Shareholder Approval, the VCIF Board may, after complying with Section 7.8(f), if the VCIF Board determines in good faith (after consultation with its outside financial advisor and outside legal counsel) that the failure to do so would constitute a breach of its fiduciary duties to the VCIF Shareholders under Delaware Law, solely in response to a Superior Proposal received after the date hereof that was unsolicited and did not otherwise result from a breach of this Section 7.8, (A) make an Adverse Recommendation Change, or (B) cause VCIF to terminate this Agreement in accordance with Section 9.1(g) and concurrently enter into a binding Alternative Acquisition Agreement with respect to Akebiasuch Superior Proposal. (f) Notwithstanding anything to the contrary in this Agreement, no Adverse Recommendation Change may be made pursuant to Section 7.8(e) and no termination of this Agreement pursuant to Sections 7.8(e) or 9.1(g) may be effected, in each case until 5:00 p.m. on the 10th Business Day following receipt of written notice from VCIF to Carlyle advising ▇▇▇▇▇▇▇ that VCIF intends to make an Adverse Recommendation Change (a “Notice of Adverse Recommendation”) or terminate this Agreement pursuant to Section 9.1(g) (a “Notice of Superior Proposal”) and specifying the reasons therefor, including, if the basis of the proposed action is a Superior Proposal, the material terms and conditions of any such request, Acquisition Superior Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person making such Superior Proposal, and contemporaneously furnishes a copy of the proposed fully negotiated and final Alternative Acquisition Agreement and any other relevant transaction documents. At the option of ▇▇▇▇▇▇▇, the Parties shall, and shall cause their respective Representatives to, negotiate in good faith during such period (i) in the case of a Superior Proposal, to amend this Agreement in such a manner that the offer that was determined to constitute a Superior Proposal no longer constitutes a Superior Proposal, or group making (ii) in the case of an Adverse Recommendation Change, regarding the basis for such proposed Adverse Recommendation Change. In determining whether to make an Adverse Recommendation Change or in determining whether a Competing Proposal constitutes a Superior Proposal, the VCIF Board shall take into account any such requestrevisions to the terms of this Agreement made by ▇▇▇▇▇▇▇ in response to a Notice of Adverse Recommendation, Acquisition a Notice of Superior Proposal or inquiry otherwise; provided that, a Competing Proposal shall not constitute a Superior Proposal if the terms of this Agreement are proposed to be revised by ▇▇▇▇▇▇▇ to match, in all material respects, the economic terms of such Competing Proposal. Any amendment to such Superior Proposal shall require a new Notice of Superior Proposal and VCIF shall be required to comply again with the requirements of this Section 7.8(f); provided, however, that the ten Business Day requirement shall be changed to five Business Days (unless doing so would shorten a then-existing ten Business Day negotiation period). If, after compliance with this Section 7.8(f), the VCIF Board continues to determine in good faith (after consultation with its outside financial advisor and outside counsel) that the failure to make an Adverse Recommendation Change or to terminate this Agreement pursuant to Section 9.1(g), as applicable, would constitute a breach of its fiduciary duties to the VCIF Shareholders under Delaware Law, then the VCIF Board may take such action. (g) Notwithstanding the foregoing, nothing in this Agreement shall restrict VCIF from taking and disclosing a position contemplated by Rules 14d-9 or 14e-2(a) under the Exchange Act (it being agreed that a “stop, look and listen” communication by the VCIF Board to VCIF Shareholders pursuant to Rule 14d-9(f) under the Exchange Act or a factually accurate public statement by VCIF that describes VCIF’s receipt of a Competing Proposal and the operation of this Agreement with whom respect thereto, as applicable, shall not be deemed to violate this Section 7.8). (h) Notwithstanding anything to the contrary contained in this Agreement, (i) any discussions are taking placeviolation of the restrictions or obligations set forth in this Section 7.8 by any Representative of VCIF, whether or not such Person is purporting to act on behalf of VCIF or otherwise, shall constitute a breach of this Section 7.8 by VCIF, and (ii) VCIF shall not enter into any confidentiality agreement with any Person following the date hereof that would restrict VCIF’s ability to comply with any of the terms of this Section 7.8.

No Solicitation. (a) From and after the date hereof until the Expiration Dateof this Agreement, and except as expressly permitted by Section 1.2(c) or Section 6.4(b), the Stockholder Company shall not, and the Company shall cause any of its Subsidiaries not to, and the Company shall instruct its Representatives acting on its behalf not to, directly or indirectly, (i) initiate, seek or solicit, initiate or knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or indications of interest regarding, or the making or submission of any proposal or offer that constitutes, or that would reasonably be expected to lead to, an Acquisition Proposal with respect to Akebia, a Takeover Proposal; (ii) enter into or participate or engage in any discussions or negotiations with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries (other than to state that the Company is not permitted to have discussions) with any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or (iiiA) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreementa Takeover Proposal, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition such Takeover Proposal, or which (B) an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition a Takeover Proposal, andwith respect to such Takeover Proposal; (iii) approve, endorse or recommend any Takeover Proposal; or (iv) enter into any letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or similar document or any Contract contemplating or otherwise relating to any Takeover Transaction. (b) Notwithstanding Section 6.4(a), until the Offer Acceptance Time and following the receipt by the Company of a bona fide written Takeover Proposal, so long as the Company shall not have breached this Section 6.4 in connection therewithwith such Takeover Proposal, immediately discontinue access by any Person (other than Akebiai) the Company Board shall be permitted to participate in discussions regarding such Takeover Proposal solely to clarify the terms of such Takeover Proposal and to enter into an Acceptable Confidentiality Agreement with the party making such Takeover Proposal and (ii) if the Company Board determines in good faith (A) that such Takeover Proposal constitutes, Keryx or could reasonably be expected to lead to, a Superior Proposal, and their Affiliates(B) after consultation with outside legal counsel, that the failure to any data room take the actions set forth in clauses (virtual x) or otherwise) established for such purpose and (y) request below with respect to such Takeover Proposal would be inconsistent with its fiduciary duties under applicable Law, and (C) prior to furnishing any access or non-public information to, or entering into discussions with the return Person who has made such Takeover Proposal, Parent receives written notice from the Company of the identity of such Person and of the Company’s intention to furnish access or destruction of all confidential non-public information to, or enter into discussions with, such Person, then the Company may, in response to such Takeover Proposal, (x) furnish access and non-public information provided with respect to third parties since January 1, 2017, relating the Company and any of its Subsidiaries to the Person who has made such Takeover Proposal pursuant to an Acquisition Acceptable Confidentiality Agreement, so long as any written material non-public information provided under this clause (x) has previously been made available to Parent or is made available to Parent substantially concurrently with the time it is made available to such Person, and (y) participate in discussions and negotiations regarding such Takeover Proposal. Notwithstanding anything to the contrary in this Agreement, the Company Board shall be permitted, to the extent it determines in good faith, after consultation with outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, to modify, waive, amend or affirmatively release any existing standstill obligations owed by any Person to the Company and its Subsidiaries; provided, however, that concurrently with the waiver, amendment or release of any standstill, the Company shall similarly waive, amend or release Parent’s standstill obligation. Without limiting the foregoing, the Company and its Representatives shall be permitted, at any time prior to the Offer Acceptance Time, and without the requirement of having first received an unsolicited Takeover Proposal, within two (2) Business Days from to waive any standstill obligation owed by any Person to the date hereofCompany to the extent necessary to allow such Person to make a Takeover Proposal. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the Section 6.4 by the Company or any Representative of the Company acting on its behalf, shall be deemed to constitute a breach of this Section 6.4 by the Company. (bc) In addition to From and after the obligations set forth in Section 4(a)date of this Agreement, the Stockholder shall, as Company shall promptly as practicable (and in no event later than twenty-four (24) hours after receipt thereofof any Takeover Proposal, any written indication of interest that could reasonably be expected to lead to a Takeover Proposal or any written request for non-public information) advise Parent orally and in any event within 24 hours, advise Akebia in writing of any such Takeover Proposal, such written indication of interest that could reasonably be expected to lead to a Takeover Proposal or such written request for non-public information relating to the Company, including (A) the identity of the Person making or any Acquisition Proposal with respect to Akebiasubmitting such Takeover Proposal, inquiry, indication of interest or request and (B) the material terms and conditions of such Takeover Proposal and such other facts included in such Takeover Proposal as would be material to an evaluation of such Takeover Proposal. After receipt of the Takeover Proposal, written inquiry, written indication of interest or written request, Acquisition the Company shall keep Parent reasonably informed of the status and terms of any such Takeover Proposal, inquiry, discussions indication of interest or negotiations, request (including notice of all material amendments or proposed material amendments thereto) and the Stockholder shall provide to Akebia copies Parent the material terms and conditions and such other facts subsequently provided to the Company or its Representatives as would be material to an evaluation of such Takeover Proposal, written inquiry, written indication of interest or written request. (d) As of the date of this Agreement, the Company shall immediately cease and cause to be terminated any written materials received existing discussions with any Person that relate to any Takeover Proposal or any inquiry or indication of interest that could lead to an Takeover Proposal and shall immediately close and permit no further access to its electronic data room (but shall permit Parent continued access). The Company shall promptly (but in no event later than five (5) Business Days following the execution of this Agreement) demand that each Person that has heretofore executed a confidentiality agreement with the Company or its Representatives with respect to such Person’s consideration of a possible Takeover Proposal (other than agreements that have expired by their terms) to immediately return or destroy all confidential information heretofore furnished by the Stockholder in connection with Company or any of its Representatives to such Person in accordance with the foregoing and terms of such Person’s confidentiality agreement with the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placeCompany.

No Solicitation. (a) From and after the date hereof until the Expiration Dateearlier of the effective time of the Closing or the termination of this Agreement in accordance with its terms, the Stockholder Seller agrees that it shall not, and nor shall instruct it permit any of its Representatives not Subsidiaries or Affiliates to, nor shall it authorize or permit any officer, director, employee, agent or representative (including any investment banker, attorney, accountant or other adviser) of Seller or any of its Subsidiaries (the “Restricted Persons”) to, directly or indirectly, or otherwise (i) solicit, initiate, seek or solicit, or knowingly encourage or otherwise facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal proposals or offers from any Person that constitutesrelates to any Alternative Proposal, (ii) participate in any discussions or negotiations regarding any Alternative Proposal, (iii) cooperate with, or furnish or cause to be furnished any non-public information concerning the business or assets of Seller or any of its Subsidiaries, to any Person in connection with any Alternative Proposal, (iv) approve, recommend or permit Seller or any of its Subsidiaries to enter into an agreement or understanding with any Person relating to any Alternative Proposal, (v) amend or grant any waiver or release of any standstill agreement that would reasonably be expected to lead toto an Alternative Proposal or (vi) vote for, an Acquisition Proposal execute a written consent (or equivalent instrument) in favor of, or otherwise approve or enter into any agreements or understandings with respect to Akebiaany of the foregoing; provided, however, that nothing contained in this Section 6.6 shall prevent Seller or the Seller Board from (iiA) participate complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act with regard to an Alternative Proposal by means of a tender offer; provided that the Seller Board shall not recommend that the stockholders of the Seller tender their shares in connection with a tender offer, except to the extent that the Seller Board by vote determines in its good faith judgment that failure to make such a recommendation would result in a reasonable probability that the Seller Board would breach its fiduciary duties to Seller stockholders under applicable Law, after receiving the advice of outside legal counsel; or engage (B) making any disclosure to the stockholders of Seller, if the Seller Board by vote determines in its good faith judgment that failure to do so would result in a reasonable probability that the Seller Board would breach its fiduciary duties to Seller’s stockholders under applicable Law, after receiving the advice of outside legal counsel. Seller agrees that it will take the necessary steps to promptly inform the Restricted Persons that might reasonably be expected to take the type of actions prohibited by this Section 6.6. (b) At any time prior to the time its stockholders shall have voted to approve the Agreement, if the Seller is not otherwise in material violation of this Section 6.6, the restrictions set forth in Section 6.6(a) shall not prevent the Seller (or any Restricted Person), from engaging in discussions or negotiations with, or disclose any non-public furnishing confidential information or data relating concerning Seller and its business and assets to, Akebia a Person who makes a written, unsolicited, bona fide Alternative Proposal after the Seller Board by vote determines in its good faith judgment (after consultation with Seller’s outside legal counsel), that such Alternative Proposal is reasonably likely to lead to a Superior Proposal and that failure to take such action would result in a reasonable probability that the Seller Board would breach its fiduciary duties to Seller’s stockholders under applicable Law for the purpose of determining whether such Alternative Proposal is a Superior Proposal (for purposes of this Section 6.6(b), to constitute a Superior Proposal such Alternative Proposal, (w) if relating to the issuance by Seller or any of its Subsidiaries to of any Person that has made equity interest in or could reasonably be expected to make an Acquisition Proposal with respect to Akebia any voting securities of Seller or (iii) enter into any agreementsuch Subsidiary, including any letter must contemplate the issuance of intentmore than 50% rather than 20% or more, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement the total of such equity interests or other similar agreement, with respect to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives tovoting securities, (x) cause if relating to the acquisition in any manner of any assets of Seller or its Subsidiaries, must contemplate the acquisition of more than 50%, rather than 20% or more, of the total of such assets, (y) if relating to the acquisition by any Person in any manner of beneficial ownership or a right to acquire beneficial ownership of, or the formation of any “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) which beneficially owns, or has the right to acquire beneficial ownership of, outstanding shares of capital stock of Seller, must contemplate the acquisition of more than 50%, rather than 20% or more, of the then outstanding shares of capital stock of Seller), and (z) if relating to any transaction for the Transferred Assets or the North America Business, must contemplate the acquisition of all or substantially all, rather than a material portion, of the Transferred Assets or the North America Business and the assumption of all or substantially all of the Assumed Liabilities, that, (A) is financially superior to the transactions contemplated hereby, taking into account any break-up fees or similar devices, expense reimbursement provisions and conditions to and timing of consummation, and is more favorable and provides greater value to all of the Seller’s stockholders than this Agreement, as determined in good faith by the Seller Board after consultation with Seller’s financial advisors, which shall be of national reputation, (B) will constitute a transaction for which financing, to the extent required, is then committed or which, in the good faith judgment of the Seller Board, is reasonably capable of being obtained and (C) if accepted, is reasonably likely to be terminated consummated, taking into account all legal, financial and regulatory aspects of the transaction and the Person making the proposal, as determined in the good faith judgment of the Seller Board (after consultation with its outside legal counsel) (any solicitationsuch Alternative Proposal that (1) is a merger, encouragementconsolidation, discussion tender offer, share exchange or negotiation with other business combination or similar transaction involving any Person Seller, or (other 2) satisfies one of clauses (w), (x), (y) or (z) and, in the case of either (1) or (2), satisfies all of clauses (A), (B) and (C) above is herein referred to as a “Superior Proposal”). (c) Seller shall provide Purchaser (for at least three (3) business days following the receipt by Purchaser of a written notice from Seller of a Superior Proposal) an opportunity to propose an amendment to this Agreement to provide for terms and conditions no less favorable than Akebiathe Superior Proposal, Keryx and their Affiliates) conducted heretofore as determined by the Seller Board. Notwithstanding anything in this Agreement to the contrary, the Seller Board may change its recommendation to the stockholders of Seller with respect to an this Acquisition Proposal only in the circumstance permitted under the following sentence. In connection with a bona fide Alternative Proposal that is a Superior Proposal and is received prior to the time the stockholders of Seller shall have voted to approve this Acquisition Proposal, or which could reasonably be expected the Seller Board may change its recommendation if (i) the Seller Board by vote determines in its good faith judgment that failure to lead do so would result in a reasonable probability that the Seller Board would breach its fiduciary duties to an Acquisition Seller’s stockholders under applicable Law, after receiving the advice of its outside legal counsel, (ii) Seller has complied with its obligation under the first sentence of this Section 6.6(c) in all material respects and the Seller Board has considered in good faith and consistent with its fiduciary duties any proposed changes to this Agreement (if any) proposed by Purchaser, (iii) after taking into account any such proposed changes by Purchaser, such Alternative Proposal remains a Superior Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (yiv) request the return or destruction of Seller has complied with its obligations under Sections 3.1 and 3.2 and this Section 6.6 in all confidential and non-public information material respects; provided to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth that nothing contained in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking place.this

No Solicitation. (a) From During the date hereof until the Expiration DatePre-Closing Period, except as expressly permitted by Section 5.6(c), the Stockholder Company shall not, and shall instruct cause its Representatives Subsidiaries and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, seek or solicit, or knowingly encourage or knowingly facilitate (including by way through the furnishing of furnishing non-public any nonpublic information) the submission or announcement of any Takeover Proposal or any inquiry, indication of interest, offer or proposal that would reasonably be expected to lead to a Takeover Proposal (a “Takeover Inquiry”); (ii) participate, engage in or continue any discussions or negotiations regarding, or furnish to any Person any information in connection with, or for the purpose of knowingly encouraging or knowingly facilitating a Takeover Proposal or Takeover Inquiry; (iii) waive, terminate, modify or fail to enforce any “standstill” or confidentiality obligation of any Person (other than any party hereto) with respect to the Company or any of its Subsidiaries; (iv) approve, endorse or recommend any Takeover Proposal or Takeover Inquiry (or resolve or publicly propose to do any of the foregoing); or (v) enter into any agreement, agreement in principle, letter of intent or similar document with respect to a Takeover Proposal or Takeover Inquiry (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.6) or accept any Takeover Proposal or Takeover Inquiry (or resolve or publicly propose to do any of the foregoing). (b) Notwithstanding the foregoing, nothing contained in Section 5.6(a) or elsewhere in this Agreement shall prohibit the Company or the Company Board from (i) stating and disclosing to the Company’s stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, including a “stop, look and listen” statement pursuant to Rule 14d-9(f) of the Exchange Act, or (ii) making any other legally required disclosure to the Company’s stockholders of or relating to the fact that a Takeover Proposal or Takeover Inquiry has been made, the identity of the party making such Takeover Proposal or Takeover Inquiry or any legally required disclosure of the material terms of such Takeover Proposal or Takeover Inquiry; provided, that any such disclosure that has the effect of withdrawing, modifying or qualifying in any manner adverse to Parent, the Company Board Recommendation, shall be deemed to be a Company Adverse Change Recommendation unless the Company Board expressly publicly reaffirms the Company Board Recommendation in such communication without any qualification; provided, further, that this Section 5.6(b) shall not be deemed to permit the Company Board to make a Company Adverse Change Recommendation except to the extent permitted by Section 5.6(f)(ii). (c) If at any time on or after the date of this Agreement and prior to the Acceptance Time, the Company or any of its Representatives receives from a third party a bona fide written unsolicited Takeover Proposal, the Company and its Representatives may (x) contact such third party solely to clarify the terms and conditions of such Takeover Proposal so as to determine if such Takeover Proposal constitutes, or would reasonably be expected to constitute, a Superior Proposal, (y) enter into and participate in discussions or negotiations with such third party and its Representatives regarding such Takeover Proposal and (z) furnish access and nonpublic information to such third party in response to a request therefor, in each case, if and only if: (i) prior to taking any action contemplated in clauses (y) or (z) above, the Company shall have provided at least 24 hours prior written notice to Parent of its intent to take any other such action and the Company Board shall have determined in good faith, after consultation with outside legal counsel and the Company Financial Advisor, that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that such Takeover Proposal constitutes, or would reasonably be expected to lead to, an Acquisition a Superior Proposal and that the failure to take such action contemplated in clauses (y) or (z) above would be inconsistent with respect the Company Board’s fiduciary duties to Akebia, the Company’s stockholders under applicable Law; (ii) participate there shall have been no breach or engage violation of the terms of Section 5.6(a) in any material respect in connection with such third party making such Takeover Proposal; and (iii) promptly (and in any event within 24 hours) after furnishing or making available any information to such third party, the Company furnishes or makes available such information to Parent (to the extent such information has not been previously furnished or made available to Parent). Any nonpublic information furnished or made available to such third party shall be subject to an executed confidentiality agreement in a customary form, which shall be executed prior to the time such information is furnished or made available, that is no less restrictive in the aggregate to the other party than the Confidentiality Agreement is on Parent at such time (“Acceptable Confidentiality Agreement”); provided, that the Company shall not enter into any confidentiality agreement with any person on or after the date of this Agreement that prohibits the Company from providing any information to Parent in accordance with this Section 5.6 or otherwise prohibits the Company from complying with its obligations under this Agreement; provided, further, that the Company shall not provide information to any Person pursuant to any confidentiality agreement entered into prior to the date of this Agreement unless such Person agrees prior to receipt of such information to waive any provision that would prohibit the Company from providing any information to Parent in accordance with this Section 5.6 or otherwise prohibit the Company from complying with its obligations under this Agreement. (d) During the Pre-Closing Period, the Company shall (1) promptly (and in any event within 24 hours) advise Parent in writing of the receipt of any Takeover Proposal or Takeover Inquiry that is made or submitted by any Person during the Pre-Closing Period, (2) provide to Parent a summary of the material terms and conditions thereof (including the identity of the Person making such Takeover Proposal or Takeover Inquiry and, if applicable, complete copies of any written request, inquiry, proposal, indication of interest or offer (or written summaries thereof if the same were made in oral form), including proposed agreements and any other written communications), (3) keep Parent reasonably informed of any material developments, discussions or negotiations with, regarding such Takeover Proposal or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Akebia or Takeover Inquiry (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement modifications to the financial or other similar agreementmaterial terms and conditions of such Takeover Proposal or Takeover Inquiry) on a prompt basis (and in any event within 24 hours), with respect to an Acquisition and (4) upon the request of Parent, reasonably inform Parent of the status of such Takeover Proposal with respect to Akebia. or Takeover Inquiry. (e) The Stockholder Company shall, and shall instruct cause its Representatives Subsidiaries and Representatives, to, (x) immediately cease and cause to be terminated any solicitation, encouragement, discussion discussions or negotiation negotiations with or involving any Person (other than Akebia, Keryx and their AffiliatesParent) conducted heretofore on or prior to the date of this Agreement that relate to any Takeover Proposal or Takeover Inquiry or any request for nonpublic information relating to the Company with respect to an Acquisition Proposal, any Takeover Proposal or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, Takeover Inquiry. The Company shall also immediately discontinue terminate all physical and electronic data room access by any Person (other than Akebia, Keryx and their Affiliates) previously granted to any data room (virtual such Person or otherwise) established for any of its Representatives. Within 24 hours after executing this Agreement, the Company shall deliver a written notice to each such purpose Person providing only that the Company is ending all discussions and (y) negotiations with such Person with respect to any Takeover Proposal or Takeover Inquiry, which notice shall also request the return or destruction of all confidential and non-public information provided by or on behalf of the Company to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from any such Person or any of its Representatives promptly after the date hereofof this Agreement. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking place.

No Solicitation. (ai) From Neither the date hereof until the Expiration Date, the Stockholder shall notCompany nor any of its Subsidiaries shall, and the Company shall instruct cause its and its Subsidiaries’ Representatives not to, directly or indirectly, : (iA) initiate, seek or solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal; or (B) other than directing a Person or “group” (as defined under Section 13(d) of the Exchange Act) of Persons that has made an Acquisition Proposal to a copy of this Agreement filed by Parent or the Company with respect to Akebiathe SEC, (ii) enter into, continue or otherwise participate or engage in any discussions or negotiations withregarding, or disclose furnish to any person any non-public information that encourages or data relating tofacilitates, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an lead to, any Acquisition Proposal with respect or otherwise knowingly facilitate any effort or attempt to Akebia or (iii) enter into make any agreementAcquisition Proposal, including it being agreed that the furnishing to any letter person of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect non-public information unrelated to an Acquisition Proposal in the Ordinary Course of Business shall not be a violation of this Section 5.4(a)(i)(B). (ii) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to the Offer Acceptance Time, the Company may, in response to an Acquisition Proposal that (i) is made or received after the date hereof, (ii) did not arise or result from a breach of this Section 5.4 and (iii) the Company Board determines, in good faith after consultation with respect outside counsel and its financial advisor, is a Superior Proposal or an Acquisition Proposal that is reasonably likely to Akebia. The Stockholder shalllead to a Superior Proposal, and shall instruct if the Company Board determines, in good faith, that to act otherwise would be inconsistent with its Representatives tofiduciary duties, after providing Parent with at least concurrent written notice that it is taking any action in the following clauses (x), (y) or (z), (x) furnish information with respect to the Company and its Subsidiaries to the person or “group” (as defined under Section 13(d) of the Exchange Act) of persons making such Acquisition Proposal and its Representatives pursuant to a confidentiality agreement that is not materially less restrictive of the other party than the Confidentiality Agreement and does not restrict the Company from performing its obligations to Purchaser and Parent hereunder (provided, however, the Company shall provide or make such information available to Parent prior to or at the same time as the furnishing information pursuant hereto unless previously provided or made available to Parent), (y) participate in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such person or group and its Representatives regarding any Acquisition Proposal and (z) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock with the person making such Acquisition Proposal. Upon execution of this Agreement, the Company shall immediately (A) cease and cause to be terminated any solicitation, encouragement, discussion or negotiation negotiations with or involving any Person Persons (other than Akebia, Keryx Parent and Purchaser and their AffiliatesRepresentatives) conducted heretofore that may be ongoing with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by (B) cease providing any Person (other than Akebia, Keryx and their Affiliates) information to any data room (virtual such Person or otherwise) established for its Representatives and terminate all access granted to any such purpose Person and its Representatives to any physical or electronic dataroom and (yC) request that any such Person and its Representatives promptly return to the return Company or destruction of all confidential and destroy any non-public information provided concerning the Company or its Subsidiaries that was previously furnished or made available to third parties since January 1, 2017, relating to an Acquisition Proposal, within two (2) Business Days from the date hereof. (b) In addition to the obligations set forth in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information such person or any Acquisition Proposal with respect to Akebia, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder shall provide to Akebia copies of any written materials received by the Stockholder in connection with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking place.its Representatives

No Solicitation. (a) From Except as it may relate to any Excluded Party or Silver Party and subject to the date hereof terms of Section 5.02(c), from the No-Shop Period Start Date until the Expiration Dateearlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, Titanium shall cease and cause to be terminated any discussions or negotiations with any Person and its Affiliates and Representatives that would be prohibited by this Section 5.02(b). Except as it may relate to any Excluded Party and subject to the terms of Section 5.02(c), from the No-Shop Period Start Date until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, the Stockholder shall Titanium Parties will not, and shall will instruct its each of their respective Representatives not to, directly or indirectly, (i) initiatesolicit, seek initiate or solicitpropose the making or submission of, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of of, any offer or proposal that constitutes, constitutes or would reasonably be expected to lead toto an Acquisition Proposal; (ii) furnish to any Person (other than the Silver Parties or any designees of the Silver Parties) any non-public information relating to Titanium or any of its Subsidiaries or afford to any Person (other than the Silver Parties or any designees of the Silver Parties) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Titanium or any of its Subsidiaries, in any such case with the intent to induce the making or submission of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal with respect to Akebia, Proposal; (iiiii) participate in, knowingly facilitate or engage in discussions or negotiations with, or disclose with any non-public information or data relating to, Akebia Person with respect to an Acquisition Proposal or any of its Subsidiaries to any Person offer, proposal or inquiry that has made or could would reasonably be expected to make lead to an Acquisition Proposal with respect (other than informing such Persons of the existence of the provisions contained in this Section 5.02(b) or contacting such Person or its Representatives solely to Akebia or clarify the terms and conditions of any Acquisition Proposal); (iiiiv) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, investment agreement, merger agreement, acquisition agreement or other similar agreement, with respect Contract relating to an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion Transaction or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could that would reasonably be expected to lead to an Acquisition Proposal; other than an Acceptable Confidentiality Agreement (any such letter of intent, andmemorandum of understanding, in connection therewithmerger agreement, immediately discontinue access by acquisition agreement or other Contract providing for an Acquisition Transaction an “Alternative Acquisition Agreement”) or (v) reimburse or agree to reimburse the expenses of any other Person (other than Akebiathe Titanium Parties’ Representatives) in connection with an Acquisition Proposal or any inquiry, Keryx and their Affiliates) discussion, offer or request that would reasonably be expected to any data room (virtual or otherwise) established for such purpose and (y) request the return or destruction of all confidential and non-public information provided to third parties since January 1, 2017, relating lead to an Acquisition Proposal. From the No-Shop Period Start Date until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, within two Titanium will be required to enforce, and will not be permitted to waive, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to Titanium or the Titanium Board (2or the Titanium Special Committee), unless the Titanium Special Committee has determined in good faith, after consultation with its outside counsel, that failure to take such action (I) Business Days would prohibit the counterparty from the date hereof. (b) In addition making an unsolicited Acquisition Proposal to the obligations set forth Titanium Board or Titanium Special Committee in compliance with this Section 5.02 and (II) would be inconsistent with its fiduciary duties pursuant to Applicable Law. Notwithstanding anything herein to the contrary, including the occurrence of the No-Shop Period Start Date, from and after the No-Shop Period Start Date, the Titanium Parties and their respective Representatives may continue to engage in the activities described in Section 4(a), the Stockholder shall, as promptly as practicable after receipt thereof, and in any event within 24 hours, advise Akebia in writing of any request for information or any Acquisition Proposal 5.02(a) with respect to Akebiaany Excluded Party (and its Representatives), including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party following the No-Shop Period Start Date, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Stockholder restrictions in this Section 5.02(b) shall provide to Akebia copies of any written materials received by the Stockholder in connection not apply with any of the foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions are taking placerespect thereto.

No Solicitation. (a) From Except as expressly permitted by this Section 5.4, from the date hereof of this Agreement until the Expiration earlier of the Effective Time and the Termination Date, the Stockholder Company agrees that it shall not, and shall cause its Subsidiaries and its and their respective directors and officers not to, and shall instruct its other Representatives not to, directly or indirectly, (i) initiate, seek or solicit, initiate or knowingly facilitate or encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal inquiry, proposal, offer or indication of interest that constitutes, or would reasonably be expected to lead to, or result in, an Acquisition Proposal with respect to AkebiaAlternative Proposal, (ii) participate or engage in any discussions or negotiations regarding an Alternative Proposal or any inquiry, proposal, offer or indication of interest that would reasonably be expected to lead to, or result in, an Alternative Proposal with, or disclose furnish any non-public nonpublic information or data relating in connection with an Alternative Proposal to, Akebia any Person (or any of its Subsidiaries to any Person Representatives in their capacity of Representatives of such Person) that has made or, to the knowledge of the Company, is considering making an Alternative Proposal or could any inquiry, proposal, offer or indication of interest that would reasonably be expected to make lead to, or result in, an Acquisition Proposal with respect to Akebia or Alternative Proposal, (iii) enter into any binding or non-binding letter of intent, memorandum of understandings, agreement in principle, acquisition agreement, merger agreement or other similar agreement providing for an Alternative Proposal (except for confidentiality agreements permitted under Section 5.4(b)) or (iv) publicly announce an intention or interest to take, any of the foregoing actions; provided that the Company or the Company Board shall be permitted to grant a waiver of any standstill agreement with any Person to permit such Person to make an Alternative Proposal to the Company Board if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law. The Company shall, and shall cause its Subsidiaries and Representatives to, cease immediately and cause to be terminated any and all existing discussions or negotiations, if any, with any Person and its Representatives conducted prior to the date hereof with respect to any Alternative Proposal or inquiry, proposal, offer or indication of interest that would reasonably be expected to lead to an Alternative Proposal and shall promptly (and in any event within one (1) Business Day after the date hereof) terminate access by any such Person and its Representatives to any physical or electronic data room relating to any such discussions or negotiations and promptly (and in any event within five (5) Business Days after the date hereof) request the return or destruction of all non-public information furnished by the Company or on its behalf to any such Person or its Representatives pursuant to any confidentiality agreements entered in the past eighteen (18) months with any such Persons. (b) Notwithstanding Section 5.4(a), if after the date of this Agreement and prior to the Acceptance Time, the Company receives a written Alternative Proposal that did not result from a material breach of this Section 5.4 and the Company Board determines in good faith after consultation with the Company’s financial advisor and outside legal counsel that (i) such Alternative Proposal constitutes a Superior Proposal or (ii) such Alternative Proposal would reasonably be expected to lead to, or result in, a Superior Proposal (a “Qualifying Proposal”), the Company may take the following actions during the time prior to the Acceptance Time: (A) furnish information (including non-public information) to the third party making such Alternative Proposal (including its Representatives and prospective equity and debt financing sources), if, and only if, prior to so furnishing such information, the third party has executed a customary confidentiality agreement with the Company having provisions as to confidential treatment of information that are not less restrictive in the aggregate to such third party than the confidentiality provisions in the Confidentiality Agreement are to Parent (it being understood that such confidentiality agreement need not contain any “standstill” or similar provisions or otherwise prohibit the making or amendment of any Alternative Proposal); provided that any non-public information concerning the Company or any Subsidiary of the Company provided or made available to the Person making such Alternative Proposal shall, to the extent not previously provided to Merger Sub or Parent, be provided or made available to Merger Sub or Parent prior to or substantially concurrently with it being provided to such Person making such Alternative Proposal, and (B) engage in or otherwise participate in discussions or negotiations with the third party (including its Representatives) with respect to the Qualifying Proposal. The Company shall promptly (and in any event within thirty-six (36) hours) (i) notify Parent in writing if any inquiries, indications of interest, proposals or offers providing for or that would reasonably be expected to lead to, or result in, an Alternative Proposal are received by the Company or any of its Representatives from any Person or group (other than Parent and its Affiliates) and (ii) disclose to Parent the material terms and conditions of any such Alternative Proposal (or inquiry, proposal, offer or indication of interest), including the identity of the Person or Persons (and, in the case of a Person owned or managed by one or more funds managed by a financial sponsor, the identity of such financial sponsor, and, in the case of any other Person, the identity of the ultimate parent company of such Person, in each case, to the extent known by the Company) making such Alternative Proposal, or any such inquiry, proposal, offer, or indication of interest. The Company will keep Parent reasonably informed on a reasonably prompt basis (and in any event within thirty-six (36) hours) of all material terms and conditions of, and all material developments relating to, such Alternative Proposal (or inquiry, proposal, offer or indication of interest). The Company shall promptly (and in any event within thirty-six (36) hours) provide Parent summaries of any material terms and conditions conveyed orally between the Company (or any of its Representatives) and the Person or Persons making such Alternative Proposal (or any of their Representatives) relating to such Alternative Proposal (or inquiry, proposal, offer or indication of interest) and copies of any draft agreements, commitment letters (subject to customary redactions of the financial terms of fee letters that do not affect the availability, timing, conditionality, enforceability, termination or aggregate principal amount of the financing relating thereto) or written proposals relating to such inquiry, proposal, offer, indication of interest or Alternative Proposal delivered between the Company (or any of its Representatives) and the Person or Persons making such Alternative Proposal (or any of their Representatives). The Company will not enter into any agreement with any Person that prohibits the Company from providing the information to Parent required under this Section 5.4(b). (c) Except as expressly permitted by this Section 5.4, the Company Board, including any committee thereof, shall not (i) withdraw or withhold the Company Recommendation or qualify or modify in a manner adverse to Parent, the Company Recommendation (or resolve or publicly propose to do so); (ii) fail to include the Company Recommendation in the Schedule 14D-9 when filed with the SEC or disseminated to the holders of Shares; (iii) (A) if any Alternative Proposal has been publicly disclosed, fail to publicly recommend against such Alternative Proposal within ten (10) Business Days after a request from Parent to do so, or (B) if any tender offer or exchange offer for the outstanding Shares is commenced pursuant to Rule 14d-2 under the Exchange Act (other than by Parent or an Affiliate of Parent), fail to recommend, within ten (10) Business Days after such commencement, against acceptance of such tender offer or exchange offer by the Company’s stockholders; (iv) approve, adopt, recommend or declare advisable any Alternative Proposal or publicly propose to approve, adopt, recommend or declare advisable any Alternative Proposal; or (v) approve, adopt, recommend or declare advisable or enter into any letter of intent, memorandum of understanding, agreement in principle, merger acquisition agreement, acquisition merger agreement or other similar agreement, agreement (except for confidentiality agreements permitted under Section 5.4(b)) with respect to an Acquisition any Alternative Proposal with respect (any such action set forth in the foregoing clauses (i) through (v), a “Change of Recommendation”). Anything to Akebia. The Stockholder shallthe contrary set forth in this Agreement notwithstanding, and shall instruct its Representatives toprior to the occurrence of the Acceptance Time, the Company Board may, in response to a Superior Proposal, (x) make a Change of Recommendation or (y) cause the Company to terminate this Agreement pursuant to Section 7.1(f) to accept such Superior Proposal; provided, that the Company Board shall not be terminated entitled to make such a Change of Recommendation or cause any solicitationtermination of this Agreement pursuant to Section 7.1(f) unless (A) the Company shall have given Parent at least four (4) Business Days’ written notice (a “Superior Proposal Notice”) advising Parent of its intention to make such a Change of Recommendation or terminate this Agreement pursuant to Section 7.1(f), encouragementwhich Superior Proposal Notice shall include a description of the material terms and conditions of the Superior Proposal that is the basis for the proposed action of the Company Board, discussion the identity of the Person or negotiation with Persons (and, in the case of a Person owned or involving any Person (other than Akebiamanaged by one or more funds managed by a financial sponsor, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposalthe identity of such financial sponsor, and, in the case of any other Person, the identity of the ultimate parent company of such Person, in each case, to the extent known by the Company) making the Superior Proposal and unredacted copies of all proposed definitive agreements to be entered into in connection therewithwith such Superior Proposal and all commitment letters (subject to customary redactions of the financial terms of fee letters that do not affect the availability, immediately discontinue access by any Person timing, conditionality, enforceability, termination or aggregate principal amount of the financing relating thereto) related thereto, if any, (other than Akebia, Keryx B) the Company shall have (and their Affiliatesshall have caused its Representatives to have) negotiated in good faith with Parent and its Representatives (to the extent Parent wishes to negotiate) to any data room (virtual enable Parent to make such amendments to the terms of this Agreement as would result in such Alternative Proposal ceasing to be a Superior Proposal or otherwiseas would permit the Company Board not to effect a Change of Recommendation or terminate this Agreement pursuant to Section 7.1(f) established for in connection with such purpose Alternative Proposal, and (yC) request at the return end of the four (4)-Business Day period following the delivery of such Superior Proposal Notice (the “Superior Proposal Notice Period”), after taking into account any commitments made by Parent in writing to amend the terms of this Agreement during the Superior Proposal Notice Period, the Company Board, after consultation with the Company’s financial advisor and outside legal counsel, concludes that the Superior Proposal giving rise to the Superior Proposal Notice continues to constitute a Superior Proposal if such amendments were to be given effect and that the failure to either effect a Change of Recommendation or destruction terminate this Agreement and enter into a definitive agreement with respect to such Superior Proposal would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law; provided that any change or modifications to the financial terms or other material changes or modifications to the terms of all confidential the Superior Proposal shall require an additional notice to Parent and non-public information provided commence a new notice period pursuant to third parties since January 1clauses (A), 2017, relating to an Acquisition Proposal, within (B) and (C) of two (2) Business Days from after the date hereoftime that Parent receives such additional notice. (bd) In addition Anything to the obligations contrary set forth in Section 4(a)this Agreement notwithstanding, prior to the occurrence of the Acceptance Time, the Stockholder shallCompany Board may, as promptly as practicable in response to an Intervening Event, make a Change of Recommendation if the Company Board determines in good faith, after receipt thereofconsultation with the Company’s outside legal counsel, and in any event within 24 hoursthat the failure of the Company Board to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided that the Company Board shall not be entitled to make such a Change of Recommendation unless (i) the Company shall have given Parent at least four (4) Business Days’ written notice (an “Intervening Event Notice”) advising Parent of its intention to make such a Change of Recommendation, advise Akebia in writing which Intervening Event Notice shall include a reasonably detailed description of any request for information or any Acquisition Proposal with respect to Akebia, the applicable Intervening Event and the Company shall have (and shall have caused its Representatives to have) negotiated in good faith with Parent and its Representatives (to the extent Parent wishes to negotiate) to enable Parent to make such amendments to the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and this Agreement as would permit the Stockholder shall provide Company Board not to Akebia copies effect a Change of any written materials received by the Stockholder Recommendation in connection with any such Intervening Event and (ii) at the end of the foregoing four (4)-Business Day period following the delivery of such Intervening Event Notice (the “Intervening Event Notice Period”), after taking into account any commitments made by Parent in writing to amend the terms of this Agreement during the Intervening Event Notice Period, the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to make such Change of Recommendation would continue to be reasonably likely to be inconsistent with its fiduciary duties under applicable Law if such amendments were to be given effect, provided that any material change to the events, changes, occurrences or developments constituting the Intervening Event that was previously the subject of such Intervening Event Notice hereunder shall require an additional notice to Parent and commence a new notice period pursuant to clauses (i) and (ii) of two (2) Business Days after the time that Parent receives such additional notice. (e) Nothing contained in this Agreement shall prohibit the Company or the Company Board or any committee thereof from (i) complying with its disclosure obligations under applicable Law (including Rule 14d-9 or Rule 14e-2(a) or Item 1012(a) of Regulation M-A under the Exchange Act) or rules and policies of the NASDAQ Stock Market, (ii) issuing a “stop, look and listen” statement pending disclosure of its position thereunder or (iii) making any disclosure to its stockholders if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to make such disclosure would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided that (A) no such disclosure described in clause (ii) shall in and of itself, be considered a Change of Recommendation and (B) in no event shall the Company be permitted to make any disclosure that constitutes a Change of Recommendation unless it and the identity of the Person Company Board have complied with Sections 5.4(c) or group making any such request5.4(d), Acquisition Proposal or inquiry or with whom any discussions are taking placeas applicable.