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

Conduct of Business by the Company. Except for matters set forth in Section 5.1 of the Company Disclosure Schedule or otherwise contemplated by this Agreement or as required by applicable Law, from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization and Approved Enterprise and Benefitted Enterprise status, keep available the services of its current officers and employees and maintain its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 5.1 of the Company Disclosure Schedule or otherwise contemplated by this Agreement or as required by applicable Law, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

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

Conduct of Business by the Company. Except for matters contemplated by the Transaction Agreements or set forth in Section 5.1 of the Company Disclosure Schedule or otherwise contemplated by this Agreement or as required by applicable LawLetter, from the date of this Agreement to the Effective Time, Time the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, conduct its business in the ordinary and usual course consistent with past practice and, to the extent consistent therewith, of business and use its commercially reasonable efforts to preserve intact its current business organization and Approved Enterprise and Benefitted Enterprise statusorganization, keep available the services of its current officers and employees and employees, maintain its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with themthem and preserve the goodwill of the Company and the Company Subsidiaries. In addition, and without limiting the generality of the foregoing, except for matters contemplated by this Agreement and except as set forth in Section 5.1 6.01 of the Company Disclosure Schedule or otherwise contemplated by this Agreement or as required by applicable LawLetter, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries Company Subsidiary to, do any of the following without the prior written consent of Parent, which such consent shall not to be unreasonably withheld, delayed or conditioned:

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

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

Conduct of Business by the Company. Except for matters set forth in Section 5.1 of During the Company Disclosure Schedule or otherwise contemplated by this Agreement or as required by applicable Law, period from the date of this Agreement to the Effective Time, except as set forth in Section 4.01(a) of the Company shallDisclosure Schedule or as consented to in writing in advance by Parent or as otherwise permitted by or required pursuant to this Agreement, and the Company shall cause each of its Subsidiaries to, conduct carry on its business in the ordinary course consistent with past practice and as currently proposed by the Company to be conducted prior to the Closing (including in respect of research, development and clinical trial activities and programs) and in compliance in all material respects with all applicable laws, rules, regulations and treaties and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organization and Approved Enterprise and Benefitted Enterprise statusorganizations, keep available the services of its current officers and officers, employees and maintain consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with themit with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, addition to and without limiting the generality of the foregoing, except for matters set forth in Section 5.1 of during the Company Disclosure Schedule or otherwise contemplated by this Agreement or as required by applicable Law, period from the date of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a) of the Company Disclosure Schedule or as otherwise permitted by or required pursuant to this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following without the Parent’s prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditionedconsent:

Conduct of Business by the Company. Except for matters set forth in Section 5.1 5.01(a) of the Company Disclosure Schedule or Letter, otherwise contemplated expressly permitted by this Agreement or as required by applicable LawParent shall have consented to in advance in writing, which consent shall not be unreasonably withheld, from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the usual, regular and ordinary course consistent with past practice and, to the extent consistent therewith, use its commercially reasonable efforts to preserve intact its current business organization organization, assets and Approved Enterprise and Benefitted Enterprise statusIntellectual Property, keep available the services of its current officers and employees and maintain keep its relationships with customers, collaborators, suppliers, licensors, licensees, distributors and others having business dealings with themit. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 5.1 5.01(a) of the Company Disclosure Schedule Letter or otherwise contemplated expressly permitted by this Agreement or as required by applicable LawAgreement, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent, which consent shall will not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company. Except for matters set forth in Section 5.1 of the Company Disclosure Schedule or otherwise contemplated by this Agreement or as required by applicable Law, from From the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, conduct its business in the usual and ordinary course consistent with past practice andsubstantially in the same manner as previously conducted; preserve the present material business operations, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization organizations and Approved Enterprise and Benefitted Enterprise status, keep available the services of its current officers and employees goodwill; and maintain its relationships books, accounts and records in the ordinary course, on a basis consistent in all material respects with customers, suppliers, licensors, licensees, distributors and others having business dealings with thempast practice. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 5.1 of the Company Disclosure Schedule or otherwise contemplated by this Agreement or as required by applicable Law, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries Company Subsidiary to, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheldwithheld or delayed (except in the case of clauses (ix) and (xv) below, delayed or conditioned:which consent shall be in the sole discretion of Parent)):

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

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

Conduct of Business by the Company. Except for matters set forth in Section 5.1 5.01(a) of the Company Disclosure Schedule Letter or otherwise contemplated expressly permitted by this Agreement or as required by applicable LawAgreement, from the date of this Agreement to the Effective Time, Time the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, conduct its business in the ordinary course consistent with past practice in substantially the same manner as previously conducted and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organization and Approved Enterprise and Benefitted Enterprise statusorganization, keep available the services of its current officers and employees and maintain keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 5.1 5.01(a) of the Company Disclosure Schedule Letter or otherwise contemplated expressly permitted by this Agreement or as required by applicable Lawin connection with the Debt Financing, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries Company Subsidiary to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company. Except for matters set forth in Section 5.1 6.1 of the Company Disclosure Schedule or otherwise contemplated by this Agreement or as required by applicable Law, from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization and Approved Enterprise and Benefitted Enterprise statusorganization, keep available the services of its current officers and employees and maintain its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 5.1 6.1 of the Company Disclosure Schedule or otherwise contemplated by this Agreement or as required by applicable Law, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company. Except for matters set forth in Section 5.1 of the Company Disclosure Schedule Letter or otherwise contemplated by this Agreement or as required by applicable LawAgreement, from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, conduct its business in the ordinary course consistent with past practice in substantially the same manner as previously conducted and, to the extent consistent therewith, use commercially all reasonable efforts to preserve intact its current business organization and Approved Enterprise and Benefitted Enterprise status, keep available the services of its current officers and employees and maintain its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 5.1 of the Company Disclosure Schedule Letter or otherwise contemplated by this Agreement or as required by applicable LawAgreement, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries Company Subsidiary to, do any of the following without the prior written consent of Parent, which consent consent, in the cases of Sections 5.01(e), (g), (i), (j), (1), (m), (n), and (q) below, shall not be unreasonably withheld, delayed withheld or conditioneddelayed:

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