Common use of Investments, Loans, Advances, Guarantees and Acquisitions Clause in Contracts

Investments, Loans, Advances, Guarantees and Acquisitions. Parent will not, and will not permit any of its Restricted Subsidiaries to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Owned Restricted Subsidiary prior to such merger) any Equity Interest, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, (ii) purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of such Person, or (iii) acquire an Exclusive License of rights to a drug or other product line of any Person (each, an “Investment”) except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Owned Restricted wholly-owned Subsidiary prior to such mergermerger or consolidation) any Equity Interestcapital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, (ii) or purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical productproduct pursuant to a Drug Acquisition or otherwise) or line of business of such Person, or (iii) acquire an Exclusive License of rights to a drug or other product line of any Person (eacheach of the foregoing transactions described in the foregoing clauses (i) through (iii), an “Investment”) ), except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiaries Subsidiary to, (i) form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Owned Restricted Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interest, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, (ii) or purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of such PersonPerson (whether through purchase of assets, merger or otherwise), or (iii) acquire an Exclusive License exclusive long term license of rights to a drug or other product line of any Person (each, each an “Investment”) ), except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Owned wholly owned Restricted Subsidiary prior to such merger) any Equity Interestcapital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or (ii) purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of such Person, or (iii) acquire an Exclusive License exclusive long-term license of rights to a drug or other product line of any Person (each, an “Investment”) except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Owned Restricted wholly owned Subsidiary prior to such mergermerger or consolidation) any Equity Interestcapital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or (ii) purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of such Person, or (iii) acquire an Exclusive License of rights to a drug or other product line of any Person (eacheach of the foregoing transactions described in the foregoing clauses (i) through (iii), an “Investment”) ), except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Owned Restricted wholly owned Subsidiary prior to such merger) any Equity Interestcapital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or (ii) purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of such Person, or (iii) acquire an Exclusive License exclusive long-term license of rights to a drug or other product line of any Person Person, or (iv) make a Restricted Milestone Payment (each, an “Investment”) except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiaries Subsidiary to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Owned Restricted Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interest, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, (ii) purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of such PersonPerson (whether through purchase of assets, merger or otherwise), or (iii) acquire an Exclusive License exclusive long-term license of rights to a drug or other product line of any Person (eachPerson, an “Investment”) except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Owned wholly owned Restricted Subsidiary prior to such merger) any Equity Interestcapital stock, evidences evidence of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or (ii) purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of such Person, or (iii) acquire an Exclusive License exclusive long-term license of rights to a drug or other product line of any Person (each, an “Investment”) except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Owned Restricted wholly owned Subsidiary prior to such merger) any Equity Interestcapital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or (ii) purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business or a pharmaceutical product of such Person, or (iii) acquire an Exclusive License exclusive long-term license of rights to a drug or other product line of any Person (each, an “Investment”) ; it being understood and agreed that, for the avoidance of doubt, royalties, Milestone Payments or Earnout Payments based on sales of a product shall not constitute Investments), except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Wholly-Owned Restricted Subsidiary prior to such mergermerger or consolidation) any Equity Interestcapital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other similar right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other beneficial interest in, any other Person, (ii) purchase or otherwise acquire (in one transaction or a series of transactions) any Person or all or substantially all of the assets of any Person Persons or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of such Person, Person or (iii) acquire an Exclusive License of rights to a drug or other product line of any Person (eacheach of the foregoing transactions described in the foregoing clauses (i) through (iii), an “Investment”) ), except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiaries Domestic Subsidiary to, (i) form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Owned Restricted Loan Party and a wholly owned Domestic Subsidiary prior to such merger) any Equity Interest, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, (ii) or purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of such PersonPerson (whether through purchase of assets, merger or otherwise), or (iii) acquire an Exclusive License exclusive long term license of rights to a drug or other product line of any Person (eachPerson, an “Investment”) except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Owned Restricted wholly owned Subsidiary prior to such mergermerger or consolidation) any Equity Interestcapital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, (ii) purchase or otherwise acquire (in one transaction or a series of transactions) any Person or all or substantially all of the assets of any Person Persons or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of such Person, or (iii) acquire an Exclusive License exclusive long-term license of rights to a drug or other product line of any Person (eacheach of the foregoing transactions described in the foregoing clauses (i) through (iii), an “Investment”) ), except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Wholly-Owned Restricted Subsidiary prior to such mergermerger or consolidation) any Equity Interestcapital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other similar right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other beneficial interest in, any other Person, (ii) purchase or otherwise acquire (in one transaction or a series of transactions) any Person or all or substantially all of the assets of any Person Persons or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug drug, biological product or other pharmaceutical product) or line of business of such Person, Person or (iii) acquire an Exclusive License of rights to a drug drug, biological product, pharmaceutical product or other product line of any Person (eacheach of the foregoing transactions described in the foregoing clauses (i) through (iii), an “Investment”) ), except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiaries Subsidiary to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with with, or as a Division Successor pursuant to the Division of, any Person that was not a Wholly Owned Restricted wholly owned Subsidiary prior to such merger, consolidation or Division) any Equity Interest, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, (ii) purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of such PersonPerson (whether through purchase of assets, merger or otherwise), or (iii) acquire an Exclusive License exclusive long-term license of rights to a drug or other product line of any Person (eachPerson, an “Investment”) except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly Owned Restricted wholly-owned Subsidiary prior to such mergermerger or consolidation) any Equity Interestcapital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, (ii) or purchase or otherwise acquire (in one transaction or a series of transactions) substantially all the assets of any Person or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical productproduct pursuant to a Drug Acquisition or otherwise) or line of business of such Person, or (iii) acquire an Exclusive License of rights to a drug or other product line of any Person (eacheach of the foregoing transactions, an “Investment”) ), except:

Investments, Loans, Advances, Guarantees and Acquisitions. Parent The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with with, any Person that was not a Wholly Owned Restricted Subsidiary prior to such mergermerger or consolidation) any Equity InterestInterests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other similar right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other beneficial interest in, any other Person, or (ii) purchase or otherwise acquire (in one transaction or a series of transactions) any Person or all or substantially all of the assets of any Person Persons or any assets of any other Person constituting a business unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of such Person, or (iii) acquire an Exclusive License of rights to a drug or other product line of any Person (eacheach of the foregoing transactions described in the foregoing clauses (i) and (ii), an “Investment”) except: