Common use of Standstill Provision Clause in Contracts

Standstill Provision. During the 18-month period commencing on the date of this Agreement (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite or any securities of any subsidiary or other affiliate of Biosite, (ii) any acquisition of any assets of Biosite or any assets of any subsidiary or other affiliate of Biosite, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite or any subsidiary or other affiliate of Biosite, or involving any securities or assets of Biosite or any securities or assets of any subsidiary or other affiliate of Biosite, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Biosite; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Biosite; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Biosite; (d) take any action that might require Biosite to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “

Standstill Provision. During the 18-month period commencing today and ending on the first anniversary of the date of this Agreement Agreement, or if the Company enters into any confidentiality agreement with another party within the next 45 days with a standstill period of less than 12 months then ending on the earlier standstill ending date specified in such confidentiality agreement (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Teva nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Teva’s Representatives on behalf of Teva will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite Company or any securities (including derivatives thereof) of any subsidiary or other affiliate of BiositeCompany, (ii) any acquisition of any assets of Biosite Company or any assets of any subsidiary subsidiary, division or other affiliate of BiositeCompany, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite Company or any subsidiary or other affiliate of Biosite, Company or involving any securities or assets of Biosite Company or any securities or assets of any subsidiary subsidiary, division or other affiliate of BiositeCompany, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeCompany; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeCompany or any subsidiary or division of Company; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeCompany; (d) take any action that might require Biosite Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “

Standstill Provision. During Subject to the 18-month period commencing on the date provisions of this Agreement (Agreement, during the “Standstill Period”)term of this Agreement, Parent and the Shareholder each agree with the Company that, without the prior approval of a majority of the Board, neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Parent nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Shareholder will, in and Parent and the Shareholder will cause each Shareholder Affiliate not to, take any manner, directly or indirectlyof the following actions: (a) makesingly or as part of a partnership, effectlimited partnership, initiatesyndicate or other 13D Group, cause directly or participate in (i) any acquisition of beneficial ownership indirectly, acquire, propose to acquire, or publicly announce or otherwise disclose an intention to propose to acquire, or offer or agree to acquire, by purchase or otherwise, Beneficial Ownership of any securities Securities other than as a result of Biosite any stock split, stock dividend, reclassification or any securities of any subsidiary transaction with a similar effect upon the Common Stock or other affiliate of Biosite, (ii) any acquisition of any assets of Biosite Series D Preferred Stock or any assets of any subsidiary or other affiliate of Biosite, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite or any subsidiary or other affiliate of Biosite, or involving any securities or assets of Biosite or any securities or assets of any subsidiary or other affiliate of Biosite, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules conversion of the Securities and Exchange Commission) or consents with respect to any securities of BiositeSeries D Preferred Stock; (b) form, join deposit (either before or participate after the date of the execution of this Agreement) any Security in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) voting trust or subject any Security to any similar arrangement or proxy with respect to the beneficial ownership voting of any securities of Biositesuch Security; (c) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies," or become a "Participant" in a "solicitation" (as such terms are used in Regulation 14A under the Exchange Act) to seek to advise or influence any person to vote against any proposal or director nominee recommended to the shareholders of the Company or any of its subsidiaries by at least a majority of the Board; (d) form, join or in any way participate in a 13D Group with respect to any Security of the Company or any securities of its subsidiaries; (e) commence (including by means of proposing or publicly announcing or otherwise disclosing an intention to propose, solicit, offer, seek to effect or negotiate) a merger, acquisition or other business combination transaction relating to the Company; (f) initiate a "proposal," as such term is used in Rule 14a-8 under the Exchange Act, "propose," or otherwise solicit the approval of, one or more stockholders for a "proposal" or induce or attempt to induce any other person to initiate a "proposal;" (g) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors the Board or policies of Biosite;the Company; or (dh) take any other action that might require Biosite to make a public announcement regarding any seek or effect control of the types of matters set forth Company other than in clause “(a)” a manner consistent with the terms of this sentence; (e) agree or offer Agreement. This section shall not be deemed to take, or encourage or propose (publicly or otherwise) restrict the taking of, any action referred to Shareholder Nominee from participating as a board member in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action the direction of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “Company.

Standstill Provision. During Arkaro hereby covenants and agrees that from and after the 18-month period commencing on the date Effective Date, except as contemplated in Section 1 of this Agreement or in the Advertising Agreement, Arkaro shall not, and shall not permit its affiliates (the “Standstill Period”including parents, subsidiaries or other related entities), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will, in any manner, singly or as part of a partnership, limited partnership, syndicate or other "Group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934), directly or indirectly, to: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite or MP3.▇▇▇ ▇▇ any securities of any subsidiary or other affiliate of BiositeMP3.▇▇▇, (ii▇i) any acquisition of any assets of Biosite or MP3.▇▇▇ ▇▇ any assets of any subsidiary or other affiliate of BiositeMP3.▇▇▇, (iii▇ii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite or MP3.▇▇▇ ▇▇ any subsidiary or other affiliate of BiositeMP3.▇▇▇, or ▇▇ involving any securities or assets of Biosite or MP3.▇▇▇ ▇▇ any securities or assets of any subsidiary or other affiliate of BiositeMP3.▇▇▇, or ▇▇ (iv) any “"solicitation” " of “"proxies” " (as those terms are used in the proxy rules of the Securities and Exchange CommissionSEC) or consents with respect to any securities of BiositeMP3.▇▇▇; (b) form, join or participate in a “"group” " (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeMP3.▇▇▇; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeMP3.▇▇▇; (d) take any action that might require Biosite to MP3.▇▇▇ ▇▇ make a public announcement regarding any of the types of matters set forth in clause “"(a)” " of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “"(a)”", “"(b)”", “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “"

Standstill Provision. During the 18-12 month period commencing on the date of this Agreement (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Counterparty nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Counterparty’s Representatives acting on behalf of and at the direction of Counterparty will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite the Company or any securities (including derivatives thereof) of any subsidiary or other controlled affiliate of Biosite, (ii) any acquisition of any assets of Biosite or any assets of any subsidiary or other affiliate of Biositethe Company, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite the Company or any subsidiary or other controlled affiliate of Biosite, the Company or involving any securities or assets of Biosite the Company or any securities or assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Biositethe Company; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Biositethe Company or any subsidiary or division of the Company; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Biositethe Company; (d) take any action that might would require Biosite the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “

Standstill Provision. During the 18-month period commencing on the date of this Agreement Effective Date through December 31, 2021 (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Counterparty nor any entity controlling, controlled by of Counterparty’s Representatives acting on behalf of or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at the direction of Counterparty will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite the Company or any debt of the Company or any securities (including derivatives thereof) or debt of any subsidiary or other controlled affiliate of Biositethe Company, (ii) any acquisition of any material assets of Biosite the Company or any assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite the Company or any subsidiary or other controlled affiliate of Biosite, the Company or involving any securities or assets of Biosite the Company or any securities or assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Biositethe Company; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Biositethe Company or any subsidiary or division of the Company; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Biositethe Company; (d) take any action that might would reasonably be expected to require Biosite the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e)” of this sentence; or (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing. Nothing in this Agreement will prevent Counterparty or its Representatives from communicating with the Chairman of the Board of Directors of the Company, the President and Chief Executive Officer of the Company or the Chief Business Officer of the Company to make a proposal for or to negotiate with the Company in respect of a possible transaction of any kind so long as such communication is made confidentially and would not reasonably be expected to require public disclosure thereof under applicable Law or listing standards of any securities exchange. Notwithstanding anything to the contrary in this Section 6, the provisions of this Section 6 shall not apply in the event that, without any prior violation of the provisions of this Section 6, (i) a third party unrelated to Counterparty shall have entered into a definitive agreement with Company to acquire, directly or indirectly, more than 50% of the consolidated assets or outstanding voting securities of the Company or (ii) a third party unrelated to Counterparty commences a tender offer for more than 50% of the outstanding voting securities of the Company that the Board of Directors of the Company publicly recommends or fails to recommend that its stockholders reject such offer within ten business days after its public announcement or commencement (as applicable); provided, that the standstill provisions of this Section 6 shall automatically become applicable again if the third party announces its intent not to proceed with such acquisition or commenced tender offer. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement. Nothing in this Section 6, so long as there have not been any prior violations of this Section 6, shall prohibit Counterparty or its affiliates from owning or making open market purchases of any securities of the Company during the Standstill Period, solely for purposes of (i) any passive investments for cash management purposes or employee benefit plans established or maintained for the benefit of its or its controlled affiliates’ employees in the ordinary course of business and over which the Counterparty and its controlled affiliates do not have discretionary authority and (ii) any acquisition of a third party that beneficially owns the Company’s securities so long as (1) the prior acquisition of the Company’s securities by the third party was not made on behalf of the Counterparty, (2) such third party’s ownership of such securities was not a primary factor in the decision by the Counterparty or its affiliates to consummate such acquisition, and (3) such securities do not constitute all or a majority of the third party’s consolidated assets.

Standstill Provision. During the 18-month one (1) year period commencing on the date of this Agreement Effective Date (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Company nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Company’s Representatives on behalf Company will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite or any securities of any subsidiary or other affiliate of BiositeTurning Point (including derivatives thereof), (ii) any acquisition of any assets of Biosite or any assets of any subsidiary or other affiliate of BiositeTurning Point, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite or any subsidiary or other affiliate of Biosite, Turning Point or involving any securities or assets of Biosite Turning Point (collectively, a transaction specified in clause (a)(i), (a)(ii) and (a)(iii) involving a majority of Turning Point’s outstanding capital stock or any securities or assets of any subsidiary or other affiliate of Biositeconsolidated assets, is referred to as a (“Business Combination”), or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeTurning Point; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeTurning Point; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeTurning Point; (d) take any action that might require Biosite the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person individual, corporation, partnership, entity, group, tribunal or governmental authority (each such party referred to herein as a “Person”) to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e)” of this sentence; (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or (h) request or propose (either directly or indirectly) that Turning Point or any of Turning Point’s Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 8 (including this sub-paragraph); provided, however, that the Standstill Period shall terminate (x) upon Turning Point’s entry into a definitive agreement providing for a Business Combination or (y) if any person commences a tender or exchange offer which, if consummated, would result in such person’s acquisition of beneficial ownership of more than 50% of the outstanding voting securities of Turning Point, and in connection therewith, Turning Point files with the Securities and Exchange Commission a Schedule 14D-9 with respect to such offer that recommends that Turning Point’s stockholders accept such offer. Notwithstanding any other provision of this Agreement to the contrary, nothing herein will prevent Company or its Representatives from communicating with Turning Point’s Chief Executive Officer or Chairman of Turning Point’s Board of Directors (or any duly constituted committee thereof) with respect to a Business Combination or requesting Turning Point’s Chief Executive Officer or Chairman of Turning Point’s Board of Directors (or any duly constituted committee thereof) for a waiver of the provisions of this Section 8; provided, that such communication or request is made confidentially and would not reasonably be expected to require public disclosure by Turning Point with respect thereto; and nothing in this Section 8 shall be construed to prohibit passive investments made in the ordinary course of business in connection with retirement plans, 401(k) plans, mutual funds, pension plans, or similar arrangements, in each case, only if not specifically targeted to an investment in Turning Point and not resulting in any filing obligation under Section 13 of the Exchange Act. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.

Standstill Provision. During the 18-18 month period commencing on the date of this Agreement (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ VPII nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of VPII’s Representatives on behalf of VPII will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite SMI or any securities of any subsidiary or other affiliate of BiositeSMI, (ii) any acquisition of any assets of Biosite SMI or any assets of any subsidiary or other affiliate of BiositeSMI, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite SMI or any subsidiary or other affiliate of Biosite, SMI or involving any securities or assets of Biosite SMI or any securities or assets of any subsidiary or other affiliate of BiositeSMI, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeSMI or any subsidiary of SMI; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeSMI or any subsidiary of SMI; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeSMI or any subsidiary of SMI; (d) take any action that might may reasonably be expected to require Biosite SMI to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “

Standstill Provision. During the 18-18 month period commencing on the date of this Agreement (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LabCorp nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of LabCorp’s Representatives on behalf of LabCorp will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite the Company or any securities (including derivatives thereof) of any subsidiary or other affiliate of Biositethe Company, (ii) any acquisition of any assets of Biosite the Company or any assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite the Company or any subsidiary or other affiliate of Biosite, the Company or involving any securities or assets of Biosite the Company or any securities or assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Biositethe Company; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Biositethe Company or any subsidiary or division of the Company; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Biositethe Company; (d) take any action that might require Biosite the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “

Standstill Provision. During the 18-month one year period commencing on the date of this Agreement (the “Standstill Period”), unless approved in writing by the board of directors of the Company, neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Counterparty nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Counterparty’s Representatives acting on behalf of Counterparty will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite the Company or any securities (including derivatives thereof) of any subsidiary or other affiliate of Biositethe Company, (ii) any acquisition of any assets of Biosite the Company or any assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, other than in the ordinary course of the Counterparty’s or its Representative’s business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite the Company or any subsidiary or other affiliate of Biosite, the Company or involving any securities or assets of Biosite the Company or any securities or assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Biositethe Company; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Biositethe Company or any subsidiary or division of the Company; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Biositethe Company; (d) take any action that might require Biosite the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “

Standstill Provision. During Subject to the 18-month period commencing on the date provisions of this Agreement (Agreement, during the “Standstill Period”)term of this Agreement, Parent and the Shareholder each agree with the Company that, without the prior approval of a majority of the Board, neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Parent nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Shareholder will, in and Parent and the Shareholder will cause each Shareholder Affiliate not to, take any manner, directly or indirectlyof the following actions: (a) singly or as part of a partnership, limited partnership, syndicate or other 13D Group, directly or indirectly, acquire, propose to acquire, or publicly announce or otherwise disclose an intention to propose to acquire, or offer or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Securities other than as a result of any stock split, stock dividend, reclassification or any transaction with a similar effect upon the Common Stock or Series D Preferred Stock or the conversion of the Series D Preferred Stock; (b) deposit (either before or after the date of the execution of this Agreement) any Security in a voting trust or subject any Security to any similar arrangement or proxy with respect to the voting of such Security; (c) make, effector in any way participate, initiatedirectly or indirectly, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite or any securities of any subsidiary or other affiliate of Biosite, (ii) any acquisition of any assets of Biosite or any assets of any subsidiary or other affiliate of Biosite, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite or any subsidiary or other affiliate of Biosite, or involving any securities or assets of Biosite or any securities or assets of any subsidiary or other affiliate of Biosite, or (iv) any “solicitation” of “proxies,” or become a “Participant” in a “solicitation” (as those such terms are used in Regulation 14A under the proxy rules Exchange Act) to seek to advise or influence any person to vote against any proposal or director nominee recommended to the shareholders of the Securities and Exchange Commission) Company or consents with respect to any securities of Biositeits subsidiaries by at least a majority of the Board; (bd) form, join or in any way participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) 13D Group with respect to any Security of the beneficial ownership of Company or any securities of Biositeits subsidiaries; (ce) commence (including by means of proposing or publicly announcing or otherwise disclosing an intention to propose, solicit, offer, seek to effect or negotiate) a merger, acquisition or other business combination transaction relating to the Company; (f) initiate a “proposal,” as such term is used in Rule 14a-8 under the Exchange Act, “propose,” or otherwise solicit the approval of, one or more stockholders for a “proposal” or induce or attempt to induce any other person to initiate a “proposal;” (g) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors the Board or policies of Biosite;the Company; or (dh) take any other action that might require Biosite to make a public announcement regarding any seek or effect control of the types of matters set forth Company other than in clause “(a)” a manner consistent with the terms of this sentence; (e) agree or offer Agreement. This section shall not be deemed to take, or encourage or propose (publicly or otherwise) restrict the taking of, any action referred to Shareholder Nominee from participating as a board member in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action the direction of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “Company.

Standstill Provision. During Until the 18-earlier of (i) the expiration of the twelve (12) month period commencing on the date of this Agreement or (ii) the “occurrence of a Standstill Period”Termination Event (as defined below), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any entity controllingexcept as expressly approved or invited by Dynavax in writing, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ willCounterparty and its subsidiaries will not, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite Dynavax or any securities of any subsidiary or other affiliate of Biositeits wholly-owned subsidiaries, (ii) any acquisition of any assets of Biosite or any assets of any subsidiary or other affiliate of Biosite, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite the outstanding equity interests or material assets of Dynavax or any wholly-owned subsidiary or other affiliate of Biosite, or involving any securities or assets of Biosite or any securities or assets of any subsidiary or other affiliate of BiositeDynavax, or (iviii) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeDynavax; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeDynavax; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeDynavax; (d) take any action that might would reasonably be expected to require Biosite either Party to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentenceSection 7(a) or publicly disclose any Transaction Information; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” the foregoing clauses of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “the foregoing clauses of this sentence; (ag) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing in this sentence; or (h) request or propose (either directly or indirectly) that Dynavax or any of Dynavax’s Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 7 (including this sub-section)”. Notwithstanding any other provision of this Agreement to the contrary, “nothing herein will prevent Counterparty or its Representatives from communicating with the Chief Executive Officer of Dynavax to make a proposal for or to negotiate with Dynavax in respect of a transaction described in Section 7(a) involving Dynavax and Counterparty so long as such communication is made confidentially and would not reasonably be expected to require public disclosure of such proposal or negotiation or any of the matters set forth in this Agreement; provided, such proposal, the fact that it has been made, and any such negotiations shall be deemed to be Transaction Information hereunder. Notwithstanding any other provision of this Agreement to the contrary, the standstill restrictions set forth in this Section 7 shall be of no further force and effect in the event that (b)”i) Dynavax enters into a definitive agreement with a third party (other than the other Party) providing for (A) a tender or exchange offer for 50% or more of the outstanding equity interests of Dynavax, “(c)”B) a sale of all or substantially all of the consolidated assets of Dynavax and its subsidiaries in a single transaction or series of related transactions, “or (d)” C) a merger, recapitalization or other transaction involving Dynavax that results in one person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) acquiring beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the outstanding equity interests of Dynavax, (ii) a third party commences a tender offer or exchange offer to acquire 50% or more of the outstanding equity interests of Dynavax and Dynavax’s board of directors recommends in favor of such offer or fails to recommend that it stockholders reject such offer within ten business days after its commencement or (iii) a change of control of Dynavax shall have been consummated (any such event described in clauses (i), (ii) and (iii) above, a “Standstill Termination Event”); provided, that the standstill restrictions set forth in this Section 7 shall automatically become applicable again from and after such time (i) Dynavax or the third party publicly announces that such definitive agreement has been terminated, (ii) the third party publicly announces its intent not to proceed with such commenced tender or exchange offer, or (iii) Dynavax’s board of directors recommends against such commenced tender or exchange offer. Nothing in this Section 7 shall prohibit Counterparty or its subsidiaries from acquiring any outstanding equity interests of Dynavax by or through passive investments made by fiduciaries for employee benefit plans in the ordinary course of business, so long as such passive investments are not made at the direction of the Counterparty or its subsidiaries and such fiduciaries are not made aware of the Transaction, or given any Transaction Information or Confidential Information.

Standstill Provision. During the 18-15 month period commencing on the date of this Agreement (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Seagate nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Seagate’s Representatives on behalf of Seagate will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite Dot Hill or any securities (including derivatives thereof) of any subsidiary or other affiliate of BiositeDot Hill, (ii) any acquisition of any assets of Biosite Dot Hill or any assets of any subsidiary subsidiary, division or other affiliate of BiositeDot Hill, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite Dot Hill or any subsidiary or other affiliate of Biosite, Dot Hill or involving any securities or assets of Biosite Dot Hill or any securities or assets of any subsidiary subsidiary, division or other affiliate of BiositeDot Hill, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeDot Hill; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeDot Hill or any subsidiary or division of Dot Hill; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeDot Hill; (d) take any action that might would reasonably be expected to require Biosite Dot Hill to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e) of this sentence; (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or (h) publicly or privately request or propose that Dot Hill or any of Dot Hill’s Representatives, amend, waive or consider the amendment or waiver of any provision set forth in this Section 7; provided, that, private requests or proposals may be made as provided in the immediately following sentence. Notwithstanding anything to the contrary herein, nothing in this Agreement will prevent Seagate or its Representatives from communicating with the Chief Executive Officer of Dot Hill to make a proposal for or to negotiate with Dot Hill in respect of a tender or exchange offer, merger or other business combination, or any other of the transactions described in Section 7(a)(i) involving Dot Hill and Seagate so long as such communication is made confidentially and is not directly or indirectly publicly disclosed by Seagate or its Representatives. Following the end of the Standstill Period, nothing in this Agreement (including the prohibitions on use and disclosure set forth in Sections 1 and 4 hereof) shall, directly or indirectly, prevent or otherwise limit Seagate and its Representatives from taking any actions referred to in clauses (a)-(h) of this Section 6 or related thereto, and in each case without notice to or consultation with Dot Hill. The standstill provisions of this Section 7 shall not apply in the event that, without any violation of the standstill provision, (i) a third party unrelated to Seagate shall have entered into a definitive agreement with Dot Hill to acquire more than 50% of the outstanding common stock of Dot Hill or (ii) a third party unrelated to Seagate commences a tender offer for more than 50% of the outstanding common stock of Dot Hill. The expiration of the Standstill Period will only terminate the rights and obligations under this Section 7 and not the rights and obligations under any of the other provisions on this Agreement.

Standstill Provision. During Buyer agrees that until the earlier to occur of (x) eighteen (18-month period commencing on ) months from the date of this Agreement and (y) the “Standstill Period”)execution of a definitive agreement with respect to the Possible Transaction, neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any entity controllingunless specifically invited in writing to do so by eTelecare, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will, Buyer and each of its affiliates will not in any manner, directly or indirectly: manner (a) make, effect, initiateor seek, offer or propose to effect (whether publicly or otherwise), or cause or participate in in, (i) any acquisition of (A) any securities (or beneficial ownership thereof) entitled to, or that may be entitled to, vote in the election of eTelecare’s Board of Directors, including American Depositary Shares representing common shares of eTelecare (collectively, “Voting Securities”), (B) any rights or options to acquire any Voting Securities, or (C) any assets or non Voting Securities of eTelecare or any assets or securities of Biosite its subsidiaries; in each case, except for such assets or securities as are then being offered for sale by eTelecare or any securities of any subsidiary or other affiliate of Biositeits subsidiaries, (ii) any acquisition of any assets of Biosite merger, consolidation, tender or exchange offer, or other business combination involving eTelecare or any assets of any subsidiary or other affiliate of Biositethereof, (iii) any tender offer, exchange offer, merger, business combinationrestructuring, recapitalization, restructuring, liquidation, dissolution or extraordinary similar transaction involving Biosite with respect to eTelecare or any subsidiary or other affiliate of Biosite, or involving any securities or assets of Biosite or any securities or assets of any subsidiary or other affiliate of Biosite, or thereof; (iv) any “solicitation” of “proxies” (as those such terms are defined or used in the proxy rules Regulation 14A of the Securities and United States Exchange CommissionAct of 1934 (the “Exchange Act”)) or consents with respect to any securities Voting Securities, any “election contest” (as such term is defined or used in Rule 14a-11 of Biosite; the Exchange Act) with respect to eTelecare, or any demand for a copy of eTelecare’s stock ledger, list of its stockholders, or other books and records; (b) form, join or participate in a “group” any group (as defined in within the Securities meaning of Section 13(d)(3) of the Exchange Act of 1934 and the rules promulgated thereunderAct) with respect to the beneficial ownership of any securities of Biosite; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Biosite; (d) take any action that might require Biosite to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; ; or (ec) agree or offer to take, or encourage or propose make (publicly or to eTelecare, its Representatives or securityholders, directly or indirectly) any request or proposal to amend, waive or terminate any provision of this Section 9 or any inquiry or statement relating thereto; provided; however nothing herein shall preclude or affect (1) the Possible Transaction or (2) the acquisition by Buyer or any of its affiliates of any entity or business (through stock purchase, asset purchase, merger or otherwise) that holds securities of eTelecare. Notwithstanding the taking offoregoing, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” the provisions of this sentence; (f) assistSection shall not apply, induce and the Buyer or encourage any other Person of its affiliates shall be free to take engage in any action of the type referred to activities otherwise prohibited by this Section, in clause “the event any of the following shall occur: (a)”i) the acquisition of securities, “directly or indirectly, by any person or group of persons acting as a group (b)”other than the Buyer) if, “as a result of such acquisition, the person or group of persons owns 25% or more of any class of the then outstanding Voting Securities; (c)”ii) the commencement by any person or group of persons acting as a group (other than the Buyer) of a tender or exchange offer if, “as a result of such tender or exchange offer, the person or group of persons would own 25% or more of any class of the then outstanding Voting Securities; or (d)” iii) the formal public announcement by eTelecare of board approval and the execution of a definitive agreement that would result in the acquisition by a person (other than the Buyer) of more than 50% of the outstanding Voting Securities of eTelecare or “all or substantially all of eTelecare’s assets.

Standstill Provision. During the 18twelve-month period commencing on the date of this Agreement (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Counterparty nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Counterparty’s Representatives on behalf of Counterparty will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite the Company or any securities (including derivatives thereof) of any subsidiary or other controlled affiliate of Biositethe Company, (ii) any acquisition of any assets of Biosite the Company or any assets of any subsidiary subsidiary, division or other controlled affiliate of Biositethe Company, except in the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite the Company or any subsidiary or other controlled affiliate of Biosite, the Company or involving any securities or assets of Biosite the Company or any securities or assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange CommissionCommission (“SEC”)) or consents with respect to any securities of Biositethe Company; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunderthereunder (the “Exchange Act”)) with respect to the beneficial ownership of any securities of Biositethe Company or any subsidiary or division of the Company; (c) act, alone or in concert with others, to seek to control or influence (as defined under Rule 405 promulgated under the Securities Act of 1933, as amended, and the rules promulgated thereunder) the management, board of directors or policies of Biositethe Company; (d) take any action that might would reasonably be expected to require Biosite the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” ) of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” ) or “(d)” ) of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d) or (e) of this sentence; (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or (h) request or propose (either directly or indirectly) that the Company or any of the Company’s Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 7 (including this sub-paragraph)” . Notwithstanding any other provision of this Agreement to the contrary, nothing in this Agreement will be deemed to prohibit the Counterparty from confidentially communicating to the Company’s board of directors or “chief executive officer any non-public proposals regarding a possible transaction of any kind in such a manner as would not reasonably be expected to require public disclosure thereof under applicable Law or listing standards of any securities exchange applicable to the Company or its Representatives or to Counterparty or its Representatives. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.

Standstill Provision. During the 18-12 month period commencing on the date of this Agreement (the “Standstill Period”’’), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Daiichi Sankyo nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Daiichi Sankyo’s Representatives on behalf of Daiichi Sankyo will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite Ambit or any securities (including derivatives thereof) of any subsidiary or other affiliate Affiliate (as of Biositethe Effective Date) of Ambit, (ii) any acquisition of any assets of Biosite Ambit or any assets of any subsidiary subsidiary, division or other affiliate Affiliate (as of Biositethe Effective Date) of Ambit, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite Ambit or any subsidiary or other affiliate Affiliate (as of Biosite, the Effective Date) of Ambit or involving any securities or assets of Biosite Ambit or any securities or assets of any subsidiary subsidiary, division or other affiliate Affiliate (as of Biositethe Effective Date) of Ambit, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeAmbit; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeAmbit or any subsidiary or division of Ambit; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeAmbit; (d) take any action that might require Biosite Ambit to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “

Standstill Provision. During the 18-9 month period commencing on the date of this Agreement (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Allergan nor any entity controlling, controlled by of Allergan’s subsidiaries or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ other Representatives on behalf of Allergan will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite Vitae or any securities of any subsidiary or other affiliate of BiositeVitae, (ii) any acquisition of any assets of Biosite Vitae or any assets of any subsidiary or other affiliate of BiositeVitae, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite Vitae or any subsidiary or other affiliate of Biosite, Vitae or involving any securities or assets of Biosite Vitae or any securities or assets of any subsidiary or other affiliate of BiositeVitae, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeVitae or any subsidiary of Vitae; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeVitae or any subsidiary of Vitae; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeVitae or any subsidiary of Vitae; (d) take any action that might would require Biosite Vitae to make a public announcement regarding any of the types of matters set forth in clause “(a)” ) of this sentenceSection 7; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” ) or “(d)” ) of this sentenceSection 7; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” ) or (e) of this Section 7; (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or (h) request or propose that Vitae amend, waive or consider the amendment or waiver of any provision set forth in this Section 7. Notwithstanding the foregoing or anything herein to the contrary, (A) Allergan may exercise voting rights pursuant to its ownership of any securities of Vitae that were not acquired in violation of this Agreement at any regular or special meeting (or by written consent in lieu of a meeting) at which holders of the same class of securities are entitled to vote, (B) Allergan’s Chief Executive Officer may confidentially contact Vitae’s Chief Executive Officer to express continuing or renewed interest in a Transaction and (C) Allergan may make confidential proposals with respect to a potential Transaction to the Board of Directors of Vitae. The foregoing restrictions set forth in this Section 7 shall immediately and automatically terminate and cease to apply without any further action by either Party in the event that (I) Vitae authorizes a process for the solicitation of offers or indications of interest with respect to an Alternative Transaction and fails to invite Allergan to participate in the process on substantially the same terms as apply to any of the other participants in such process in a manner that is adverse to Allergan or, during the course of any such process, fails to allow Allergan to continue to participate in such process on substantially the same terms as apply to any of the other participants in such process in a manner that is adverse to Allergan, (II) Vitae’s board of directors (or a committee thereof) approves, or Vitae enters into a definitive agreement providing for, an Alternative Transaction, (III) a third party commences, or announces an intention to commence, a tender or exchange offer, the consummation of which would constitute an Alternative Transaction or (IV) any person or “group” (as such term is used under the Exchange Act) commences any “solicitation” of “proxies” (as such terms are used under the Exchange Act) or consents with

Standstill Provision. During the 18-12 month period commencing on the date of this Agreement (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Counterparty nor any entity controlling, controlled by or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Counterparty’s Representatives on behalf of Counterparty will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite the Company or any securities (including derivatives thereof) of any subsidiary or other affiliate of Biositethe Company, (ii) any acquisition of any assets of Biosite the Company or any assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite the Company or any subsidiary or other affiliate of Biosite, the Company or involving any securities or assets of Biosite the Company or any securities or assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Biositethe Company; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Biositethe Company or any subsidiary or division of the Company; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Biositethe Company; (d) take any action that might require Biosite the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e)” of this sentence; or (g) enter into any discussions, negotiations, arrangement or agreement with any other Person instigating, encouraging, acting in concert with respect to, or actively assisting as to, any of the foregoing. Nothing in this Agreement will prevent Counterparty or its Representatives from communicating with the Company to make a proposal for or to negotiate with the Company in respect of a tender or exchange offer, merger or other business combination, or any other of the transactions described in Section 6(a) involving the Company and Counterparty so long as such communication is made confidentially and does not require public disclosure. Following the end of the Standstill Period, nothing in this Agreement (including the prohibitions on use and disclosure set forth in Sections 1 and 3 hereof) shall, directly or indirectly, prevent or otherwise limit Counterparty and its Representatives from taking any actions referred to in clauses (a)-(h) of this Section 6 or related thereto, and in each case without notice to or consultation with the Company. The standstill provision in this Section 6 will terminate upon the public announcement by the Company that it has entered into a definitive agreement for the Transaction. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.

Standstill Provision. During the 18-12 month period commencing on the date of this Agreement (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Buyer nor any entity controlling, controlled by of Buyer’s subsidiaries or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ other Representatives on behalf of Buyer will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite Seller or any securities of any subsidiary or other affiliate of BiositeSeller, (ii) any acquisition of any assets of Biosite Seller or any assets of any subsidiary or other affiliate of BiositeSeller, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite Seller or any subsidiary or other affiliate of Biosite, Seller or involving any securities or assets of Biosite Seller or any securities or 4r assets of any subsidiary or other affiliate of BiositeSeller, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeSeller or any subsidiary of Seller; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeSeller or any subsidiary of Seller; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeSeller or any subsidiary of Seller; (d) take any action that might require Biosite Seller to make a public announcement regarding any of the types of matters set forth in clause “(a)” ) of this sentenceSection 7; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” ) or “(d)” ) of this sentenceSection 7; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d) or (e) of this Section 7; (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or (h) request or propose that Seller or any of Seller’s Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 7; provided that Buyer shall not be prohibited from making or discussing any offers in a confidential, non-public manner that does not violate sub-clause (d) above regarding the Transaction directly to or with the management or the Board of Directors of Seller, or their designated Representatives (provided that the contents, subject and existence of any such communications shall constitute Confidential Information hereunder)” . The standstill provisions of this Section 7 shall not apply to the Parties’ entry into or “consummation of the transactions contemplated by a Definitive Agreement. The standstill provisions of this Section 7 shall not apply in the event that, without any violation of the standstill provision, (1) any third party unrelated to Buyer has made any public announcement of its intent to commence a tender offer or exchange offer for more than 50% of the capital stock of Seller, (ii) Seller publicly announces that it has entered into a definitive agreement for a transaction or series of transactions (whether structured as a tender offer, exchange offer, merger, business combination, sale of assets or other similar transaction) that, if consummated, would result in a sale of more than 50% of the capital stock of Seller or a sale of all or substantially all of the assets of Seller, or (iii) any third party unrelated to Buyer commences, or makes a public announcement of its intention to commence, a proxy contest or proxy solicitation with respect to the election of, or enters into an agreement, commitment or understanding with respect to the replacement or addition of, members of the Board of Directors of the Seller such that a majority of the Board of Directors of Seller would be designated by such third party. The standstill provisions of this Section 7 shall automatically become applicable again if the third party announces its intent not to proceed with the proposed transaction described in Section 7(a) above; provided, however, that the Standstill Period shall not be extended beyond its original term. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this letter agreement.

Standstill Provision. During the 18-12 month period commencing on the date of this Agreement (the “Standstill Period”), neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Buyer nor any entity controlling, controlled by of Buyer’s subsidiaries or under common control with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ other Representatives on behalf of Buyer will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite Seller or any securities of any subsidiary or other affiliate of BiositeSeller, (ii) any acquisition of any assets of Biosite Seller or any assets of any subsidiary or other affiliate of BiositeSeller, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite Seller or any subsidiary or other affiliate of Biosite, Seller or involving any securities or assets of Biosite Seller or any securities or 4r assets of any subsidiary or other affiliate of BiositeSeller, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeSeller or any subsidiary of Seller; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeSeller or any subsidiary of Seller; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeSeller or any subsidiary of Seller; (d) take any action that might require Biosite Seller to make a public announcement regarding any of the types of matters set forth in clause “(a)” ) of this sentenceSection 7; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” ) or “(d)” ) of this sentenceSection 7; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d) or (e) of this Section 7; (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or (h) request or propose that Seller or any of Seller’s Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 7; (d) above regarding the Transaction directly to or with the management or the Board of Directors of Seller, or their designated Representatives (provided that the contents, subject and existence of any such communications shall constitute Confidential Information hereunder)” . The standstill provisions of this Section 7 shall not apply to the Parties’ entry into or “consummation of the transactions contemplated by a Definitive Agreement. The standstill provisions of this Section 7 shall not apply in the event that, without any violation of the standstill provision, (1) any third party unrelated to Buyer has made any public announcement of its intent to commence a tender offer or exchange offer for more than 50% of the capital stock of Seller, (ii) Seller publicly announces that it has entered into a definitive agreement for a transaction or series of transactions (whether structured as a tender offer, exchange offer, merger, business combination, sale of assets or other similar transaction) that, if consummated, would result in a sale of more than 50% of the capital stock of Seller or a sale of all or substantially all of the assets of Seller, or (iii) any third party unrelated to Buyer commences, or makes a public announcement of its intention to commence, a proxy contest or proxy solicitation with respect to the election of, or enters into an agreement, commitment or understanding with respect to the replacement or addition of, members of the Board of Directors of the Seller such that a majority of the Board of Directors of Seller would be designated by such third party. The standstill provisions of this Section 7 shall automatically become applicable again if the third party announces its intent not to proceed with the proposed transaction described in Section 7(a) above; provided, however, that the Standstill Period shall not be extended beyond its original term. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this letter agreement.