Common use of Access to Information; Cooperation Clause in Contracts

Access to Information; Cooperation. (a) Subject to compliance with applicable Laws and Orders and the terms of any existing Contracts, each Party shall, and shall cause its respective wholly-owned Subsidiaries to, afford to the other Parties and their respective Representatives, until the earlier of the Closing or the termination of this Agreement in accordance with its terms, continuing access to the other parties' virtual data rooms, and reasonable access, during normal business hours and upon reasonable notice, to its businesses, properties, books and records and such other data and information as a Party may reasonably request, as well as to the other Party's and its Subsidiaries' personnel, subject, however, to such access not interfering with the ordinary conduct of its businesses. Notwithstanding the foregoing, if the terms of any Law, Order or Contract shall limit a Party's right to access the information pursuant to this Section 5.1, the other Party shall use its commercially reasonable efforts to (i) obtain any consents from a third party to provide such access or information or (ii) develop an alternative to providing such access or information to a Party so as to address such lack of access or information in a manner reasonably acceptable to the receiving Party. Notwithstanding anything herein to the contrary, the foregoing shall not require any disclosure that would reasonably be expected, as a result of such disclosure, to have the effect of causing the waiver of any privilege (including the attorney-client and work product privileges). Without limiting the generality of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that all information provided to it under this Section 5.1, or otherwise pursuant to this Agreement or in connection with the Transaction, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effect. (b) Prior to Closing, QLT shall provide reasonable cooperation and shall cause its respective wholly-owned Subsidiaries and its and their representatives, including management, officers, employees, directors, legal, non-legal and accounting advisors and auditors to provide reasonable cooperation to Auxilium in obtaining any financing with respect to the Transaction (including, without limitation, any amendment required to any Auxilium Debt Instrument), including: (i) promptly furnishing Auxilium with any information and documentation required under applicable "know your customer" and anti-money laundering rules and regulations; (ii) promptly furnishing Auxilium with financial and other pertinent information regarding QLT and its Subsidiaries as may be required in writing by Auxilium, including all financial statements and financial and other data of the type required by Regulation S-X and Regulation S-K under the 1933 Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the 1933 Securities Act (including pro forma financial information), and other documents required to satisfy any customary negative assurance opinion, to consummate such financing at Closing, including all information and data necessary to satisfy any conditions set forth in any commitment letter, credit agreement or other similar documentation related to such financing; (iii) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and cooperating with marketing or solicitation efforts of Auxilium, in each case in connection with the arrangement of any such financing, including by consenting to the use of QLT's and its Subsidiaries' logos in connection therewith; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage QLT or any of its Subsidiaries; (iv) assisting with the timely preparation of materials for rating agency and lender presentations, offering documents, bank information memoranda, private placement memoranda, prospectuses and similar documents required in connection with such financing; (v) obtaining a certificate of the chief financial officer of QLT with respect to solvency matters of QLT or its Subsidiaries to the extent required by any financing source, customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to any financing; (vi) using reasonable commercial efforts to obtain accountants' comfort letters and legal opinions at the expense of and as reasonably requested by Auxilium; and (vii) taking all corporate or other actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of any such financing and to permit the proceeds thereof to be made available to QLT, including assisting in the preparation of and executing one or more credit agreements (or amendments thereto), indentures, purchase agreements, currency or interest hedging agreements and other definitive documentation, certificates and related deliverables relating to any financing and reasonably facilitating the provision of guarantees, the grant (and perfection) of a security interest in collateral and provision of related lender protections. Notwithstanding the foregoing, no obligation of QLT or its Subsidiaries under any such financing arrangements or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to this Section 5.1(b), shall be effective until the Closing. None of QLT, its Subsidiaries or their respective Affiliates shall be required to bear any cost or expense or to pay any commitment or other similar fee or incur any other liability in connection with such financing prior to the Closing. Auxilium shall upon request by QLT advance all material, reasonable out-of-pocket expenses incurred by QLT or any QLT Subsidiary in connection with any actions taken by QLT or a QLT Subsidiary or, promptly upon request by QLT, reimburse QLT or the QLT Subsidiaries for all reasonable fees and expenses (including any professional fees and expenses) and Taxes incurred by QLT and the QLT Subsidiaries in connection with any such financing. Auxilium shall indemnify QLT and the QLT Subsidiaries and their respective Representatives for any and all Taxes, liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of their co-operation or assistance with or participation in any matter under this Section 5.1(b). No director, officer, employee or agent of QLT or any QLT Subsidiaries shall be required, in connection with any such matter, to take any action in any capacity other than as a director, officer, employee or agent of QLT or the QLT Subsidiaries, as the case may be. The covenants contained in this Section 5.1(b) are intended to be for the irrevocable benefit of, and shall be enforceable by, each of the Representatives and their respective heirs, executors, administrators and other legal representatives and shall not be deemed exclusive of any other rights which a Representative has under Law, Contract or otherwise, and shall be binding on Auxilium and its successors and assigns. QLT will act as agent and trustee for each such person for the covenants of Auxilium under this Section 5.1 (b), and QLT agrees to accept such appointment and to hold and enforce the obligations and covenants on behalf of each such person. (c) Notwithstanding the provisions of Section 5.1(b), none of QLT, the QLT Subsidiaries or their respective Representatives shall be required to take any action which would, in the opinion of QLT, acting reasonably: (i) create enforceable obligations of any of QLT or its Subsidiaries under any financing arrangements, or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to Section 5.1(b) prior to the Closing; (ii) require QLT to obtain the approval of the QLT Shareholders (other than at the QLT Meeting); (iii) unreasonably interfere in the operations of QLT or any of its Subsidiaries prior to the Merger Effective Time; or (iv) require QLT or any Subsidiary to contravene any applicable Laws or their respective organizational documents or breach any contract of QLT or its Subsidiaries, and no such action will be considered in determining whether a representation, warranty or covenant of QLT hereunder has been breached or whether a condition precedent to the Merger has been satisfied, it being acknowledged by Auxilium that any such actions could require the consent of third parties under applicable contracts of QLT or its Subsidiaries.

Access to Information; Cooperation. (a) Subject to compliance with applicable Laws and Orders and the terms of any existing Contracts, each Party shall, and shall cause its respective wholly-wholly owned Subsidiaries to, afford to the other Parties and their respective Representatives, until the earlier of the Closing or the termination of this Agreement in accordance with its terms, continuing access to the other parties' ’ virtual data rooms, and reasonable access, during normal business hours and upon reasonable notice, to its businesses, properties, books and records and such other data and information as a Party may reasonably request, as well as to the other Party's ’s and its Subsidiaries' ’ personnel, subject, however, to such access not unreasonably interfering with the ordinary conduct of its businesses. Notwithstanding the foregoing, if the terms of any Law, Order or Contract shall limit a Party's ’s right to access the information pursuant to this Section 5.1, the other Party shall use its commercially reasonable efforts to (i) obtain any consents from a third party to provide such access or information or (ii) develop an alternative to providing such access or information to a Party so as to address such lack of access or information in a manner reasonably acceptable to the receiving Party. Notwithstanding anything herein to the contrary, the foregoing shall not require any disclosure that would reasonably be expected, as a result of such disclosure, to have the effect of causing the waiver of any privilege (including the attorney-client and work product privileges). Without limiting the generality of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that all information provided to it under this Section 5.1, or otherwise pursuant to this Agreement or in connection with the Transactiontransactions contemplated by this Agreement, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effect. (b) Prior to Closing, QLT Auxilium shall provide reasonable cooperation and shall cause its respective wholly-wholly owned Subsidiaries and its and their representatives, including management, officers, employees, directors, legal, non-legal and accounting advisors and auditors to provide reasonable cooperation to Auxilium Endo in obtaining the Financing or any financing with respect to the Transaction (including, without limitation, any amendment required to any Auxilium Debt Instrument)Replacement Financing, including: (i) promptly furnishing Auxilium Endo and the Financing Sources with any the Required Information and with such other information and documentation required under applicable "“know your customer" ” and anti-money laundering rules and regulations; (ii) promptly furnishing Auxilium Endo with financial and other pertinent information regarding QLT Auxilium and its Subsidiaries as may be required reasonably requested in writing by Endo and that is reasonably available to Auxilium, including all financial statements and financial and other data of the type required by Regulation S-X and Regulation S-K under the 1933 Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the 1933 Securities Act (including pro forma financial information), and other documents required to satisfy any customary negative assurance opinion, opinion to consummate such financing the Financing or any Replacement Financing at Closing, including all information and data necessary to satisfy any conditions set forth in the Financing Commitment Letter or any related engagement letter, the Debt Financing Documents, any commitment letter, credit agreement letter in respect of a Replacement Financing or other similar documentation related to such financingReplacement Financing Documents; (iii) participating in meetingsa reasonable number of meetings (including one-on-one meetings or conference calls with parties acting as agents or arrangers for, and prospective lenders of, the Financing or any Replacement Financing for the transactions contemplated by this Agreement), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and reasonably cooperating with marketing or solicitation efforts of AuxiliumEndo, in each case in connection with the arrangement of the Financing or any such financingReplacement Financing, including by consenting to the use of QLT's Auxilium’s and its Subsidiaries' ’ logos in connection therewith; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage QLT Auxilium or any of its Subsidiaries; (iv) reasonably assisting with the timely preparation of materials for rating agency and lender presentations, offering documents, bank information memoranda, private placement memoranda, prospectuses and similar documents required in connection with such financingthe Financing or Replacement Financing; (v) obtaining a certificate of the chief financial officer of QLT with respect to solvency matters of QLT or its Subsidiaries to the extent required by any financing source, customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to any financing; (vi) using reasonable commercial best efforts to obtain accountants' ’ comfort letters and legal opinions at the expense of and as reasonably requested by AuxiliumEndo; (vi) reasonably cooperating with Endo’s legal counsel in connection with any legal opinion that such legal counsel may be required to deliver in connection with the Financing or any Replacement Financing; and (vii) taking all corporate or other actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of the Financing or any such financing Replacement Financing and to permit the proceeds thereof to be made available to QLTEndo, including assisting in the preparation of and executing one or more credit agreements (or amendments thereto), pledge and security documents (or amendments thereto), guarantees, indentures, purchase agreements, currency or interest hedging agreements and other definitive documentation, certificates certificates, representation letters, authorization letters and related deliverables relating to the Financing or any financing Replacement Financing, arranging for payoff letters and lien and guarantee releases with respect to existing indebtedness and reasonably facilitating the provision of guarantees, the grant (and perfection) of a security interest in collateral and the provision of related lender protections. Notwithstanding the foregoing, no obligation of QLT Auxilium or its Subsidiaries under any such financing arrangements or other arrangements required to be undertaken by QLT Auxilium or its Subsidiaries pursuant to this Section 5.1(b), ) shall be effective until the Closing. None of QLTAuxilium, its Subsidiaries or their respective Affiliates shall be required to bear any cost or expense or to pay any commitment or other similar fee or incur any other liability in connection with such financing the Financing or any Replacement Financing prior to the Closing. Auxilium Endo shall upon request by QLT Auxilium advance all material, reasonable out-of-pocket expenses incurred by QLT Auxilium or any QLT Auxilium Subsidiary in connection with any actions taken by QLT Auxilium or a QLT an Auxilium Subsidiary or, promptly upon request by QLTAuxilium, reimburse QLT Auxilium or the QLT Auxilium Subsidiaries for all reasonable fees and expenses (including any professional fees and expenses) and Taxes incurred by QLT Auxilium and the QLT Auxilium Subsidiaries in connection with the Financing or any such financingReplacement Financing. Auxilium Endo shall indemnify QLT Auxilium and the QLT Auxilium Subsidiaries and their respective Representatives for any and all Taxes, liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of their co-operation or assistance with or participation in any matter under this Section 5.1(b). No director, officer, employee or agent of QLT Auxilium or any QLT Subsidiaries Auxilium Subsidiary shall be required, in connection with any such matter, to take any action in any capacity other than as a director, officer, employee or agent of QLT Auxilium or the QLT Auxilium Subsidiaries, as the case may be. The covenants contained in this Section 5.1(b) are intended to be for the irrevocable benefit of, and shall be enforceable by, each of the Representatives and their respective heirs, executors, administrators and other legal representatives and shall not be deemed exclusive of any other rights which a Representative has under Law, Contract or otherwise, and shall be binding on Auxilium Endo and its successors and assigns. QLT will act as agent and trustee for each such person for the covenants of Auxilium under this Section 5.1 (b), and QLT agrees to accept such appointment and to hold and enforce the obligations and covenants on behalf of each such person. (c) Notwithstanding the provisions of Section 5.1(b), none of QLTAuxilium, the QLT Auxilium Subsidiaries or their respective Representatives shall be required to take any action which would, in the opinion of QLTAuxilium, acting reasonably: (i) create enforceable obligations of any of QLT Auxilium or its Subsidiaries under any financing arrangements, or other arrangements required to be undertaken by QLT Auxilium or its Subsidiaries pursuant to Section 5.1(b) ), prior to the Closing; (ii) require QLT Auxilium to obtain the approval of the QLT Shareholders (other than at the QLT Meeting)Auxilium Stockholders; (iii) unreasonably interfere in the operations of QLT Auxilium or any of its Subsidiaries prior to the Merger Effective Time; or (iv) require QLT Auxilium or any Auxilium Subsidiary to contravene any applicable Laws or their respective organizational documents or breach any contract Contract of QLT Auxilium or its Subsidiaries, and no such action taken at Endo’s request will be considered in determining whether a representation, warranty or covenant of QLT Auxilium hereunder has been breached or whether a condition precedent to the Merger has been satisfied, it being acknowledged by Auxilium Endo that any such actions could require the consent of third parties under applicable contracts Contracts of QLT Auxilium or its Subsidiaries. (d) Endo shall, and shall cause its Subsidiaries to, use its and their respective reasonable best efforts to obtain the Financing on or prior to the Closing Date on the terms and conditions set forth in the Financing Commitment Letter, including: (i) maintaining in effect and enforcing the Financing Commitment Letter and complying with its obligations thereunder; (ii) satisfying on a timely basis all Financing Conditions applicable to Endo that are within Endo’s control (other than, for the avoidance of doubt, any condition where the failure to be so satisfied is a direct result of Auxilium’s failure to furnish information required to be delivered under this Section 5.1 or otherwise comply with its obligations hereunder); (iii) negotiating, executing and delivering Debt Financing Documents that reflect the terms contained in the Financing Commitment Letter (including any “market flex” provisions related thereto); and (iv) drawing the full amount of the Financing, in the event that the conditions set forth in Section 8.1 and Section 8.2 and the Financing Conditions have been satisfied or, upon funding, would be satisfied. Endo shall give Auxilium prompt notice of any material breach or threatened breach of the Financing Commitment Letter by any party to the Financing Commitment Letter of which Endo becomes aware. Without limiting Endo’s other obligations under this Section 5.1, if all or any portion of the Financing becomes unavailable, Endo shall use its reasonable best efforts to obtain alternative financing from alternative Financing Sources on terms (including conditionality) not materially less beneficial in the aggregate to Endo than the terms contained in the Financing Commitment Letter as of the date hereof, with lenders reasonably satisfactory to Endo, in an amount sufficient, when added to the available cash and marketable securities of Endo and Auxilium and any portion of the Financing that is available, to pay the Merger Consideration on the Closing Date, to refinance the Auxilium Credit Agreement, to fund the payments required in accordance with Section 2.1(l), to fund payments required under the Actient Warrants and Auxilium Warrants and in connection with the Auxilium Convertible Notes and to pay related fees and expenses payable by AcquireCo or the Surviving Company in connection with the transactions contemplated by this Agreement, and, if and when obtained, provide Auxilium with a copy of any new financing commitment that provides for such alternative financing. Endo shall not, without Auxilium’s prior written consent, agree to any of the following amendments or modifications to, or any of the following waivers of any provision or remedy under, the Financing Commitment Letter or any Debt Financing Document: (I) any amendment, modification or waiver that could reasonably be expected to (x) materially adversely affect the ability of Endo or AcquireCo to timely consummate the transactions contemplated by this Agreement or (y) make the timely funding of the Financing or the satisfaction of the conditions to obtaining the Financing less likely to occur, (II) any amendment, modification or waiver to the Financing Conditions, unless such amendment, modification or waiver results in conditions that are in the aggregate substantially equivalent (or that are more favorable to Endo) when compared to those set forth in the Financing Commitment Letter as of the date hereof, (III) any amendment, modification or waiver that reduces the amount of the Financing or (IV) any amendment, modification or waiver that materially adversely affects the ability of Endo or its Affiliates to enforce their rights against the other parties to the Financing Commitment Letter or such Debt Financing Documents. Notwithstanding the foregoing, Endo and AcquireCo may replace or amend the Financing Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Financing Commitment Letter as of the date hereof. Endo shall keep Auxilium reasonably informed on a reasonably current basis of the status of its efforts to obtain the Financing. (e) Endo shall have the right to substitute commitments in respect of other debt financing for all or any portion of the Financing from the same and/or alternative bona fide third-party financing sources so long as (i) all conditions precedent to effectiveness of definitive documentation for such debt financing have been satisfied and the conditions precedent to funding of such debt financing are in the aggregate, in respect of certainty of funding, substantially equivalent to the Financing Conditions and (ii) prior to funding of any loans thereunder, the commitments in respect of such debt financing are subject to restrictions on assignment that are in the aggregate substantially equivalent to or more favorable to Endo than the corresponding restrictions set forth in the Financing Commitment Letter (any such debt or equity financing which satisfies the foregoing clauses (i) and (ii), the “Replacement Financing”; the definitive documentation for any such Replacement Financing, the “Replacement Financing Documents”). The representations, warranties, covenants and other restrictions of Endo and AcquireCo contained in this Agreement with respect to the Financing and the Financing Commitment Letter shall apply equally to any Replacement Financing and Replacement Financing Documents.

Access to Information; Cooperation. (a) Subject to compliance with applicable Laws and Orders and the terms of any existing Contracts, each Party shall, and shall cause its respective wholly-owned Subsidiaries to, afford to the other Parties and their respective Representatives, until the earlier of the Closing or the termination of this Agreement in accordance with its terms, continuing access to the other parties' ’ virtual data rooms, and reasonable access, during normal business hours and upon reasonable notice, to its businesses, properties, books and records and such other data and information as a Party may reasonably request, as well as to the other Party's ’s and its Subsidiaries' ’ personnel, subject, however, to such access not unreasonably interfering with the ordinary conduct of its businesses. Notwithstanding the foregoing, if the terms of any Law, Order or Contract shall limit a Party's ’s right to access the information pursuant to this Section 5.1, the other Party shall use its commercially reasonable efforts to (i) obtain any consents from a third party to provide such access or information or (ii) develop an alternative to providing such access or information to a Party so as to address such lack of access or information in a manner reasonably acceptable to the receiving Party. Notwithstanding anything herein to the contrary, the foregoing shall not require any disclosure that would reasonably be expected, as a result of such disclosure, to have the effect of causing the waiver of any privilege (including the attorney-client and work product privileges). Without limiting the generality of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that all information provided to it under this Section 5.1, or otherwise pursuant to this Agreement or in connection with the Transactiontransactions contemplated by this Agreement, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effect. (b) Prior to Closing, QLT each Party shall provide reasonable cooperation and shall cause its respective wholly-owned Subsidiaries and its and their representatives, including management, officers, employees, directors, legal, non-legal and accounting advisors and auditors to provide reasonable cooperation to Auxilium Parent in obtaining any financing with respect to consummating the Transaction (including, without limitation, any amendment required to any Auxilium Debt Instrument)Parent Financing, including: (i) promptly furnishing Auxilium Parent and the financing sources with any the Required Information, which shall be Compliant, and with such other information and documentation required under applicable "“know your customer" ” and anti-money laundering rules and regulations; (ii) promptly furnishing Auxilium Parent with financial and other pertinent information regarding QLT each Party and its each of their respective Subsidiaries as may be required reasonably requested in writing by AuxiliumParent and that is reasonably available to each Party, as applicable, including all financial statements and financial and other data of the type required by Regulation S-X and Regulation S-K under the 1933 Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the 1933 Securities Act (including pro forma financial information), and other documents required to satisfy any customary negative assurance opinion, opinion to consummate such financing the Parent Financing at Closing, including all information and data necessary to satisfy any conditions set forth in any commitment letter, credit agreement or other similar documentation related to such financingletter in respect of the Parent Financing; (iii) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and cooperating with marketing or solicitation efforts of Auxilium, in each case in connection with the arrangement of any such financing, including by consenting to the use of QLT's and its Subsidiaries' logos in connection therewith; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage QLT or any of its Subsidiaries; (iv) assisting with the timely preparation of materials for rating agency and lender presentations, offering documents, bank information memoranda, private placement memoranda, prospectuses and similar documents required in connection with such financing; (v) obtaining a certificate of the chief financial officer of QLT with respect to solvency matters of QLT or its Subsidiaries to the extent required by any financing source, customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to any financing; (vi) using reasonable commercial best efforts to obtain accountants' ’ comfort letters and legal opinions at the expense of and as reasonably requested by AuxiliumParent; (iv) reasonably cooperating with Parent’s legal counsel in connection with any legal opinion that such legal counsel may be required to deliver in connection with the Parent Financing; and (viiv) taking all corporate or other actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of any such financing the Parent Financing and to permit the proceeds thereof to be made available to QLTParent, including assisting in the preparation of and executing one or more credit agreements (or amendments thereto), pledge and security documents (or amendments thereto), guarantees, indentures, purchase agreements, currency or interest hedging agreements and other definitive documentation, certificates certificates, representation letters, authorization letters and related deliverables relating to any financing the Parent Financing, arranging for payoff letters and lien and guarantee releases with respect to existing indebtedness and reasonably facilitating the provision of guarantees, the grant (and perfection) of a security interest in collateral and the provision of related lender protections. Notwithstanding the foregoing, no obligation of QLT or its Subsidiaries under any such financing arrangements or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to this Section 5.1(b), shall be effective until the Closing. None of QLT, its Subsidiaries or their respective Affiliates shall be required to bear any cost or expense or to pay any commitment or other similar fee or incur any other liability in connection with such financing prior to the Closing. Auxilium shall upon request by QLT advance all material, reasonable out-of-pocket expenses incurred by QLT or any QLT Subsidiary in connection with any actions taken by QLT or a QLT Subsidiary or, promptly upon request by QLT, reimburse QLT or the QLT Subsidiaries for all reasonable fees and expenses (including any professional fees and expenses) and Taxes incurred by QLT and the QLT Subsidiaries in connection with any such financing. Auxilium shall indemnify QLT and the QLT Subsidiaries and their respective Representatives for any and all Taxes, liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of their co-operation or assistance with or participation in any matter under this Section 5.1(b). No director, officer, employee or agent of QLT or any QLT Subsidiaries shall be required, in connection with any such matter, to take any action in any capacity other than as a director, officer, employee or agent of QLT or the QLT Subsidiaries, as the case may be. The covenants contained in this Section 5.1(b) are intended to be for the irrevocable benefit of, and shall be enforceable by, each of the Representatives and their respective heirs, executors, administrators and other legal representatives and shall not be deemed exclusive of any other rights which a Representative has under Law, Contract or otherwise, and shall be binding on Auxilium and its successors and assigns. QLT will act as agent and trustee for each such person for the covenants of Auxilium under this Section 5.1 (b), and QLT agrees to accept such appointment and to hold and enforce the obligations and covenants on behalf of each such person. (c) Notwithstanding the provisions of Section 5.1(b), none of QLT, the QLT Subsidiaries or their respective Representatives shall be required to take any action which would, in the opinion of QLT, acting reasonably: (i) create enforceable obligations of any of QLT or its Subsidiaries under any financing arrangements, or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to Section 5.1(b) prior to the Closing; (ii) require QLT to obtain the approval of the QLT Shareholders (other than at the QLT Meeting); (iii) unreasonably interfere in the operations of QLT or any of its Subsidiaries prior to the Merger Effective Time; or (iv) require QLT or any Subsidiary to contravene any applicable Laws or their respective organizational documents or breach any contract of QLT or its Subsidiaries, and no such action will be considered in determining whether a representation, warranty or covenant of QLT hereunder has been breached or whether a condition precedent to the Merger has been satisfied, it being acknowledged by Auxilium that any such actions could require the consent of third parties under applicable contracts of QLT or its Subsidiaries.

Access to Information; Cooperation. (a) Subject to compliance with applicable Laws and Orders and From the terms of any existing Contracts, each Party shall, and shall cause its respective wholly-owned Subsidiaries to, afford to the other Parties and their respective Representatives, until the earlier of the Closing or the termination date of this Agreement in accordance with until the Closing, upon reasonable notice, the Seller shall cause the Company and each Subsidiary and each of their respective employees, representatives, accountants and counsel to (i) afford the Purchaser and its terms, continuing authorized representatives reasonable access to the other parties' virtual data roomsoffices, properties and books and records of the Company and the Subsidiaries, including the Company Insurance Policies, and reasonable access(ii) furnish to the officers, employees and representatives of the Purchaser such additional financial and operating data (including in relation to payroll, employee benefits and information technology) and other information regarding the Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours and upon reasonable noticehours, to its businessesunder the supervision of personnel of the Seller, properties, books and records and such other data and information as a Party may reasonably request, as well as to the other Party's and its Subsidiaries' personnel, subject, however, to such access not interfering with Company or the ordinary conduct Subsidiaries or any representatives of its businesses. Notwithstanding any of the foregoing, if as applicable, and in such a manner as not to interfere with the terms normal operations of any Lawthe Business; provided, Order or Contract shall limit a Party's right to access the information pursuant to further, that this Section 5.15.02 shall not require the Seller to create any information that does not already exist at the time of such request (other than to convert existing information from one medium to another). Notwithstanding anything to the contrary in this Agreement, the other Party Seller shall use its commercially reasonable efforts not be required, nor shall the Seller be required to (i) obtain cause the Company or any consents from a third party Subsidiary, to provide any such access or information or (ii) develop an alternative to providing such access or disclose any information to a Party so as to address the Purchaser if such lack of access or information in a manner reasonably acceptable to the receiving Party. Notwithstanding anything herein to the contrary, the foregoing shall not require any disclosure that would reasonably be expected, as a result of such disclosure, to have the effect of causing the waiver of any privilege (including the attorney-client and work product privileges). Without limiting the generality of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that all information provided to it under this Section 5.1, or otherwise pursuant to this Agreement or in connection with the Transaction, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effect. (b) Prior to Closing, QLT shall provide reasonable cooperation and shall cause its respective wholly-owned Subsidiaries and its and their representatives, including management, officers, employees, directors, legal, non-legal and accounting advisors and auditors to provide reasonable cooperation to Auxilium in obtaining any financing with respect to the Transaction (including, without limitation, any amendment required to any Auxilium Debt Instrument), including: (i) promptly furnishing Auxilium with any information and documentation required under applicable "know your customer" and anti-money laundering rules and regulations; (ii) promptly furnishing Auxilium with financial and other pertinent information regarding QLT and its Subsidiaries as may be required in writing by Auxilium, including all financial statements and financial and other data of the type required by Regulation S-X and Regulation S-K under the 1933 Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the 1933 Securities Act (including pro forma financial information), and other documents required to satisfy any customary negative assurance opinion, to consummate such financing at Closing, including all information and data necessary to satisfy any conditions set forth in any commitment letter, credit agreement or other similar documentation related to such financing; (iii) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and cooperating with marketing or solicitation efforts of Auxilium, in each case in connection with the arrangement of any such financing, including by consenting to the use of QLT's and its Subsidiaries' logos in connection therewith; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage QLT or any of its Subsidiaries; (iv) assisting with the timely preparation of materials for rating agency and lender presentations, offering documents, bank information memoranda, private placement memoranda, prospectuses and similar documents required in connection with such financing; (v) obtaining a certificate of the chief financial officer of QLT with respect to solvency matters of QLT or its Subsidiaries to the extent required by any financing source, customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to any financing; (vi) using reasonable commercial efforts to obtain accountants' comfort letters and legal opinions at the expense of and as reasonably requested by Auxilium; and (vii) taking all corporate or other actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of any such financing and to permit the proceeds thereof to be made available to QLT, including assisting in the preparation of and executing one or more credit agreements (or amendments thereto), indentures, purchase agreements, currency or interest hedging agreements and other definitive documentation, certificates and related deliverables relating to any financing and reasonably facilitating the provision of guarantees, the grant (and perfection) of a security interest in collateral and provision of related lender protections. Notwithstanding the foregoing, no obligation of QLT or its Subsidiaries under any such financing arrangements or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to this Section 5.1(b), shall be effective until the Closing. None of QLT, its Subsidiaries or their respective Affiliates shall be required to bear any cost or expense or to pay any commitment or other similar fee or incur any other liability in connection with such financing prior to the Closing. Auxilium shall upon request by QLT advance all material, reasonable out-of-pocket expenses incurred by QLT or any QLT Subsidiary in connection with any actions taken by QLT or a QLT Subsidiary or, promptly upon request by QLT, reimburse QLT or the QLT Subsidiaries for all reasonable fees and expenses (including any professional fees and expenses) and Taxes incurred by QLT and the QLT Subsidiaries in connection with any such financing. Auxilium shall indemnify QLT and the QLT Subsidiaries and their respective Representatives for any and all Taxes, liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of their co-operation or assistance with or participation in any matter under this Section 5.1(b). No director, officer, employee or agent of QLT or any QLT Subsidiaries shall be required, in connection with any such matter, to take any action in any capacity other than as a director, officer, employee or agent of QLT or the QLT Subsidiaries, as the case may be. The covenants contained in this Section 5.1(b) are intended to be for the irrevocable benefit of, and shall be enforceable by, each of the Representatives and their respective heirs, executors, administrators and other legal representatives and shall not be deemed exclusive of any other rights which a Representative has under Law, Contract or otherwise, and shall be binding on Auxilium and its successors and assigns. QLT will act as agent and trustee for each such person for the covenants of Auxilium under this Section 5.1 (b), and QLT agrees to accept such appointment and to hold and enforce the obligations and covenants on behalf of each such person. (c) Notwithstanding the provisions of Section 5.1(b), none of QLT, the QLT Subsidiaries or their respective Representatives shall be required to take any action which would, in the opinion of QLTSeller’s reasonable discretion, acting reasonably: (iA) create enforceable obligations of jeopardize any of QLT or its Subsidiaries under any financing arrangements, attorney-client or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to Section 5.1(blegal privilege, (B) prior to the Closing; (ii) require QLT to obtain the approval of the QLT Shareholders (other than at the QLT Meeting); (iii) unreasonably interfere in the operations of QLT or any of its Subsidiaries prior to the Merger Effective Time; or (iv) require QLT or any Subsidiary to contravene any applicable Laws or their respective organizational documents or breach any contract of QLT or its Subsidiaries, and no such action will be considered in determining whether a representation, warranty or covenant of QLT hereunder has been breached or whether a condition precedent binding agreement entered into prior to the Merger has been satisfied, it being acknowledged by Auxilium that any such actions could require date of this Agreement or (C) cause competitive harm to the consent of third parties under applicable contracts of QLT or its SubsidiariesBusiness if the transactions contemplated hereby were not consummated.

Access to Information; Cooperation. (a) Subject to compliance with applicable Laws and Orders Between the date hereof and the terms of any existing ContractsClosing, each Party shall, Seller shall provide to Purchaser and shall cause its respective wholly-owned Subsidiaries to, afford to the other Parties and their respective Representatives, until the earlier of the Closing or the termination of this Agreement in accordance with its terms, continuing access to the other parties' virtual data rooms, and reasonable accessrepresentatives, during normal business hours and upon reasonable noticeprior written notice from Purchaser, under the supervision of Seller's personnel and at Purchaser's expense, reasonable access to its businessesthe properties, propertiesbusiness, operations, books and records and such other data and information as a Party may reasonably request, as well as of Seller to the other Party's extent relating to the Transferred Assets, Assumed Liabilities and/or the Business in order to conduct a review. Seller shall cause its representatives (including legal advisors and accountants) to cooperate with Purchaser and its Subsidiaries' personnelrepresentatives in connection with such review. Further, subject, however, to such access not interfering with the ordinary conduct of its businesses. Notwithstanding the foregoing, if the terms of any Law, Order or Contract shall limit a Party's right to access the information pursuant to this Section 5.1, the other Party Purchaser shall use its commercially reasonable efforts to (i) obtain any consents from a third party to provide such access or information or (ii) develop an alternative to providing such access or information to a Party so as to address such lack of access or information in a manner reasonably acceptable to the receiving Party. Notwithstanding anything herein to the contrary, the foregoing shall not require any disclosure that would reasonably be expected, as a result of such disclosure, to have the effect of causing the waiver of any privilege (including the attorney-client and work product privileges). Without limiting the generality avoid undue disruption of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that all information provided to it under this Section 5.1, or otherwise pursuant to this Agreement or in connection with the Transaction, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effectBusiness. (b) Prior to Following the Closing, QLT shall provide reasonable cooperation and shall cause each Party (the "Possessing Party") will afford the other Party (the "Receiving Party"), its respective wholly-owned Subsidiaries counsel and its and their representativesaccountants, including managementduring normal business hours, officers, employees, directors, legal, non-legal and accounting advisors and auditors reasonable access to provide reasonable cooperation to Auxilium in obtaining any financing with respect information relating to the Transaction Transferred Assets and the Assumed Liabilities in the Possessing Party's possession and, to the extent reasonably requested, will provide copies and extracts therefrom (including, without limitation, any amendment required to any Auxilium Debt Instrumentat the Receiving Party's expense), including: (i) promptly furnishing Auxilium with any information and documentation required under applicable "know your customer" and anti-money laundering rules and regulations; (ii) promptly furnishing Auxilium with financial and other pertinent information regarding QLT and its Subsidiaries as all to the extent that such access may be required in writing by Auxilium, including all financial statements and financial and other data of the type reasonably required by Regulation S-X and Regulation S-K under the 1933 Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the 1933 Securities Act (including pro forma financial information), and other documents required to satisfy any customary negative assurance opinion, to consummate such financing at Closing, including all information and data necessary to satisfy any conditions set forth in any commitment letter, credit agreement or other similar documentation related to such financing; (iii) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and cooperating with marketing or solicitation efforts of Auxilium, in each case Receiving Party in connection with compliance with the arrangement requirements of any such financing, including by consenting to the use of QLT's and its Subsidiaries' logos in connection therewith; provided that such logos are used solely in a manner that is not intended to Governmental Authority or reasonably likely to harm or disparage QLT or any of its Subsidiaries; (iv) assisting with the timely preparation of materials for rating agency and lender presentations, offering documents, bank information memoranda, private placement memoranda, prospectuses and similar documents required in connection with such financing; (v) obtaining a certificate of the chief financial officer of QLT with respect to solvency matters of QLT or its Subsidiaries to the extent required by any financing source, customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to any financing; (vi) using reasonable commercial efforts to obtain accountants' comfort letters and legal opinions at the expense of and as reasonably requested by Auxilium; and (vii) taking all corporate or other actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of any such financing and to permit the proceeds thereof to be made available to QLT, including assisting in the preparation of and executing one or more credit agreements (or amendments thereto), indentures, purchase agreements, currency or interest hedging agreements and other definitive documentation, certificates and related deliverables relating to any financing and reasonably facilitating the provision of guarantees, the grant (and perfection) of a security interest in collateral and provision of related lender protections. Notwithstanding the foregoing, no obligation of QLT or its Subsidiaries under any such financing arrangements or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to this Section 5.1(b), shall be effective until the Closing. None of QLT, its Subsidiaries or their respective Affiliates shall be required to bear any cost or expense or to pay any commitment or other similar fee or incur any other liability in connection with such financing prior to the Closing. Auxilium shall upon request by QLT advance all material, reasonable out-of-pocket expenses incurred by QLT or any QLT Subsidiary in connection with any actions taken by QLT Legal Actions relating to the Business. Following the Closing, each Party shall provide such assistance and cooperation as the other Party or a QLT Subsidiary or, promptly upon its counsel may reasonably request by QLT, reimburse QLT or the QLT Subsidiaries for all reasonable fees and expenses (including any professional fees and expenses) and Taxes incurred by QLT and the QLT Subsidiaries in connection with any such financing. Auxilium shall indemnify QLT pending or threatened Legal Actions relating to the Business or the Transferred Assets and the QLT Subsidiaries Assumed Liabilities, provided that such duty to assist and their respective Representatives for any and all Taxes, liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of their co-operation or assistance with or participation in any matter under this Section 5.1(b). No director, officer, employee or agent of QLT or any QLT Subsidiaries cooperate shall be requiredat the cost of the Party making such request, in connection and that such assistance shall not unreasonably interfere with the business operations of any such matter, to take any action in any capacity other than as a director, officer, employee or agent of QLT or the QLT Subsidiaries, as the case may be. The covenants contained in this Section 5.1(b) are intended to be for the irrevocable benefit of, and shall be enforceable by, each of the Representatives and their respective heirs, executors, administrators and other legal representatives and shall not be deemed exclusive of any other rights which a Representative has under Law, Contract or otherwise, and shall be binding on Auxilium and its successors and assigns. QLT will act as agent and trustee for each such person for the covenants of Auxilium under this Section 5.1 (b), and QLT agrees to accept such appointment and to hold and enforce the obligations and covenants on behalf of each such personParty. (c) Notwithstanding the provisions of Section 5.1(b), none of QLT, the QLT Subsidiaries or their respective Representatives shall be required to take any action which would, in the opinion of QLT, acting reasonably: (i) create enforceable obligations of any of QLT or its Subsidiaries under any financing arrangements, or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to Section 5.1(b) prior to the Closing; (ii) require QLT to obtain the approval of the QLT Shareholders (other than at the QLT Meeting); (iii) unreasonably interfere in the operations of QLT or any of its Subsidiaries prior to the Merger Effective Time; or (iv) require QLT or any Subsidiary to contravene any applicable Laws or their respective organizational documents or breach any contract of QLT or its Subsidiaries, and no such action will be considered in determining whether a representation, warranty or covenant of QLT hereunder has been breached or whether a condition precedent to the Merger has been satisfied, it being acknowledged by Auxilium that any such actions could require the consent of third parties under applicable contracts of QLT or its Subsidiaries.

Access to Information; Cooperation. (a) Subject From the date hereof to compliance with applicable Laws and Orders the Closing, the Sellers and the terms of any existing Contracts, each Party shall, Company shall (and shall cause its respective wholly-owned Subsidiaries the Acquired Companies to, afford ): (i) upon reasonable prior notice to the other Parties Company, provide to Buyer and their respective Representatives, until the earlier of the Closing or the termination of this Agreement in accordance with its terms, continuing Party Representatives reasonable access to the other parties' virtual data rooms, and reasonable access, during normal business hours and upon reasonable noticein such a manner as not to interfere unreasonably with the operation of any business conducted by the Acquired Companies to the officers, to its businessesemployees, properties, offices and other facilities of the Acquired Companies and to the books and records thereof; and (ii) furnish promptly such other data information concerning the business, properties, Contracts, assets and information liabilities of the Acquired Companies as a Buyer or its Party Representatives may reasonably request, as well as to the other Party's and its Subsidiaries' personnel, subject; provided, however, that the Company shall not be required to (or to cause any of its Subsidiaries to) afford such access not interfering or furnish such information to the extent that the Company believes in good faith that doing so would: (A) result in the loss of attorney-client privilege; (B) violate any obligations of the Acquired Companies with the ordinary conduct of its businesses. Notwithstanding the foregoingrespect to confidentiality to any third party or otherwise breach, if the terms contravene or violate any then effective Contract to which any Acquired Company is party; (C) result in a competitor of any LawAcquired Company receiving information that is competitively sensitive; provided, Order or Contract shall limit a Party's right to access that for the information pursuant to this Section 5.1avoidance of doubt, the other Party Sellers and the Company acknowledge and agree that neither Buyer nor any Affiliate of Buyer is a competitor of any Acquired Company; or (D) breach, contravene or violate any applicable Law (the foregoing clauses (A) through (D), collectively the “Access Restrictions”) (provided that the Company shall use its commercially reasonable efforts to (i) obtain any consents from a third party to provide allow for such access or information or (ii) develop an alternative to providing such access or information to a Party so as to address such lack of access or information disclosure in a manner reasonably acceptable to the receiving Party. Notwithstanding anything herein to the contrary, the foregoing shall not require any disclosure that would reasonably be expected, as a result of such disclosure, to have the effect of causing the waiver of any privilege (including the attorney-client and work product privileges). Without limiting the generality of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that all information provided to it under this Section 5.1, avoids or otherwise pursuant to this Agreement or does not result in connection with the Transaction, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effectAccess Restrictions). (b) Prior From the date hereof to the Closing, QLT the Sellers and the Company shall provide reasonable cooperation (and shall cause the Acquired Companies to) use commercially reasonable efforts (and shall use commercially reasonable efforts to cause its respective wholly-owned Subsidiaries Party Representatives) to, in each case, provide such cooperation and its assistance to Buyer, at Buyer’s sole cost and their representativesexpense, in connection with (A) providing required certifications and other information under and in connection with Buyer’s debt credit facilities and (B) the arrangement of any debt financing for the purpose of funding the transactions contemplated by this Agreement and the other agreements entered into as contemplated hereby (“Financing”), as reasonably requested by Buyer, including managementthe following actions: (1) participating in a reasonable number of meetings with prospective lenders, officersincluding in respect of rating agency presentations and due diligence sessions, employees(2) assisting Buyer in the preparation of bank information memoranda and other similar and customary materials for Financing, directors, legal, non-legal and accounting advisors and auditors to provide reasonable cooperation to Auxilium in obtaining any financing with respect (3) furnishing such financial or pertinent information regarding the Acquired Companies as may be reasonably available to the Transaction Acquired Companies and that is reasonably requested by Buyer in connection with the preparation of customary marketing materials for the Financing, (including4) facilitating the taking of all corporate or similar actions reasonably requested by Buyer to permit the consummation of the Financing (it being understood that all such actions shall be contingent on the occurrence of, without limitationand no such action will be effective until at or after, any amendment the Closing) and (5) providing all documentation and other information regarding the Acquired Companies required to any Auxilium Debt Instrument), including: (i) promptly furnishing Auxilium with any information and documentation required by regulatory authorities under applicable "“know your customer" ” and anti-money laundering rules Laws, including the USA PATRIOT Act and regulations; the “Beneficial Ownership Regulations” (31 CFR §1010.230), including any certification regarding individual beneficial ownership solely to the extent required by 31 CFR §1010.230, that has been requested in writing by Buyer at least three (3) Business Days prior to the Closing; provided, however, that (i) the Acquired Companies shall not be required to afford such access or furnish such information or cooperation in this Section 6.10(b) to the extent that the Company believes in good faith that doing so would result in an Access Restriction (provided that the Acquired Companies shall use commercially reasonable efforts to allow for such access or disclosure in a manner that avoids or otherwise does not result in any Access Restriction), and (ii) promptly furnishing Auxilium with financial and other pertinent information regarding QLT and its Subsidiaries as may Buyer solely shall be required responsible for, in writing by Auxilium, including all financial statements and financial and other data respect of the type required by Regulation S-X and Regulation S-K under the 1933 Securities Act for registered offerings Financing or otherwise, provision of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the 1933 Securities Act (including any pro forma financial information, including cost savings, synergies, or other pro forma adjustments and any financial projections relating to the Membership Interests being acquired hereunder. (c) Notwithstanding anything to the contrary in the requirements of Section 6.10(b), (i) no Acquired Company shall be required to enter into or approve any document or agreement that will be effective prior to the Closing (other than reasonable and customary representation and authorization letters (including with respect to the absence or the presence of material non-public information) in connection with any bank information memoranda as contemplated above and subject to customary exclusions), and (ii) no Acquired Company nor any of its advisers and other documents representatives shall be required (A) to satisfy any customary negative assurance opinion, pay or commit to consummate such financing at Closing, including all information and data necessary to satisfy any conditions set forth in pay any commitment letter, credit agreement or other similar documentation related to such financing; (iii) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and cooperating with marketing fee or solicitation efforts of Auxilium, in each case incur any other liability in connection with the arrangement Financing prior to the Closing, (B) provide any cooperation that would unreasonably interfere with the ongoing operations of any such financingAcquired Company, (C) take any action that would result in any officer, director or other representative of any Acquired Company incurring any personal liability with respect to any matter relating to the Financing or (D) deliver or cause the delivery of any legal opinion. (d) Buyer will, upon request by the Company, reimburse the Acquired Companies for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Acquired Companies in connection with the Financing, including in connection with the cooperation of any Acquired Company and its advisers and other representatives contemplated by consenting this Section 6.10. Buyer shall indemnify and hold harmless the Acquired Companies and their Party Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments, and penalties incurred or suffered by them in connection with the Financing; provided that Buyer shall not have any obligation to indemnify and hold harmless any such party or Person to the extent that any such damages suffered or incurred result from the Acquired Companies’ and their Party Representatives’ willful misconduct or gross negligence, in each case, as determined in a final, non-appealable decision of a court of competent jurisdiction. (e) For the avoidance of doubt, Buyer acknowledges and agrees that obtaining the Financing is not a condition to Closing. (f) The Company hereby consents to the use of QLT's its logos and its Subsidiaries' the logos of the other Acquired Companies in connection therewithwith the Financing; provided that such logos are used solely in a manner that is does not, and would not intended to or reasonably be likely to to, harm or disparage QLT the Company or any of its Subsidiaries; (iv) assisting with the timely preparation of materials for rating agency and lender presentations, offering documents, bank information memoranda, private placement memoranda, prospectuses and similar documents required in connection with such financing; (v) obtaining a certificate of the chief financial officer of QLT with respect to solvency matters of QLT or its Subsidiaries to the extent required by any financing source, customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to any financing; (vi) using reasonable commercial efforts to obtain accountants' comfort letters and legal opinions at the expense of and as reasonably requested by Auxilium; and (vii) taking all corporate or other actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of any such financing and to permit the proceeds thereof to be made available to QLT, including assisting in the preparation of and executing one or more credit agreements (or amendments thereto), indentures, purchase agreements, currency or interest hedging agreements and other definitive documentation, certificates and related deliverables relating to any financing and reasonably facilitating the provision of guarantees, the grant (and perfection) of a security interest in collateral and provision of related lender protections. Notwithstanding the foregoing, no obligation of QLT or its Subsidiaries under any such financing arrangements or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to this Section 5.1(b), shall be effective until the Closing. None of QLT, its Subsidiaries Acquired Companies or their respective Affiliates shall be required to bear any cost reputation or expense or to pay any commitment or other similar fee or incur any other liability in connection with such financing prior to the Closing. Auxilium shall upon request by QLT advance all material, reasonable out-of-pocket expenses incurred by QLT or any QLT Subsidiary in connection with any actions taken by QLT or a QLT Subsidiary or, promptly upon request by QLT, reimburse QLT or the QLT Subsidiaries for all reasonable fees and expenses (including any professional fees and expenses) and Taxes incurred by QLT and the QLT Subsidiaries in connection with any such financing. Auxilium shall indemnify QLT and the QLT Subsidiaries and their respective Representatives for any and all Taxes, liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of their co-operation or assistance with or participation in any matter under this Section 5.1(b). No director, officer, employee or agent of QLT or any QLT Subsidiaries shall be required, in connection with any such matter, to take any action in any capacity other than as a director, officer, employee or agent of QLT or the QLT Subsidiaries, as the case may be. The covenants contained in this Section 5.1(b) are intended to be for the irrevocable benefit of, and shall be enforceable by, each of the Representatives and their respective heirs, executors, administrators and other legal representatives and shall not be deemed exclusive of any other rights which a Representative has under Law, Contract or otherwise, and shall be binding on Auxilium and its successors and assigns. QLT will act as agent and trustee for each such person for the covenants of Auxilium under this Section 5.1 (b), and QLT agrees to accept such appointment and to hold and enforce the obligations and covenants on behalf of each such persongoodwill. (c) Notwithstanding the provisions of Section 5.1(b), none of QLT, the QLT Subsidiaries or their respective Representatives shall be required to take any action which would, in the opinion of QLT, acting reasonably: (i) create enforceable obligations of any of QLT or its Subsidiaries under any financing arrangements, or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to Section 5.1(b) prior to the Closing; (ii) require QLT to obtain the approval of the QLT Shareholders (other than at the QLT Meeting); (iii) unreasonably interfere in the operations of QLT or any of its Subsidiaries prior to the Merger Effective Time; or (iv) require QLT or any Subsidiary to contravene any applicable Laws or their respective organizational documents or breach any contract of QLT or its Subsidiaries, and no such action will be considered in determining whether a representation, warranty or covenant of QLT hereunder has been breached or whether a condition precedent to the Merger has been satisfied, it being acknowledged by Auxilium that any such actions could require the consent of third parties under applicable contracts of QLT or its Subsidiaries.

Access to Information; Cooperation. (a) Subject Prior to compliance with the Closing Date and subject to applicable Laws and Orders Section 6.4, Parent shall be entitled, through its officers, employees and the terms of any existing ContractsRepresentatives (including its legal advisors and accountants), each Party shall, and shall cause its respective wholly-owned Subsidiaries to, afford to the other Parties and their respective Representatives, until the earlier of the Closing or the termination of this Agreement in accordance with its terms, continuing have such access to the other parties' virtual data roomsproperties, businesses and operations of the Company and its Subsidiaries and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests upon reasonable access, advance written notice in connection with Parent’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be conducted during normal regular business hours and upon reasonable noticeunder circumstances that do not unreasonably interfere with the normal operations of the business and shall be subject to restrictions under applicable Law. The Company shall cause the officers, to its businessesemployees, propertiesconsultants, books agents, accountants, attorneys and records and such other data and information as a Party may reasonably request, as well as to Representatives of the other Party's Company and its Subsidiaries' personnel, subject, however, Subsidiaries to cooperate with Parent and Parent’s Representatives in connection with such access not interfering and examination, and Parent and its Representatives shall cooperate with the ordinary conduct of Company and its businesses. Notwithstanding the foregoing, if the terms of any Law, Order or Contract shall limit a Party's right to access the information pursuant to this Section 5.1, the other Party Representatives and shall use its their commercially reasonable efforts to (i) obtain minimize any consents from a third party to provide such access or information or (ii) develop an alternative to providing such access or information to a Party so as to address such lack of access or information in a manner reasonably acceptable disruption to the receiving Partybusiness. Any disclosure during such investigation by Parent or its Representatives shall not constitute any enlargement or additional representation or warranty of the Company beyond those specifically set forth in Article IV. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the foregoing shall not require any disclosure extent that it (i) relates to the negotiation of this Agreement and the transactions contemplated hereby, (ii) would reasonably be expected, as a result of such disclosure, to have unreasonably disrupt the effect of causing the waiver of any privilege (including the attorney-client and work product privileges). Without limiting the generality operations of the provisions Company or any of its Subsidiaries or (iii) would require the Non-Disclosure Agreement, each Company or any of its Subsidiaries to disclose information that in the Parties acknowledges that all information provided reasonable judgment and good faith of counsel to it under this Section 5.1, or otherwise pursuant to this Agreement or in connection with the TransactionCompany, is subject to attorney-client privilege or may conflict with any applicable Law or confidentiality obligations to which the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement Company or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or its Subsidiaries is inconsistent with any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effectbound. (b) Prior Notwithstanding anything to the contrary contained herein, prior to the Closing, QLT shall provide reasonable cooperation and shall cause its respective wholly-owned Subsidiaries and its and their representatives, including management, officers, employees, directors, legal, non-legal and accounting advisors and auditors to provide reasonable cooperation to Auxilium in obtaining any financing with respect to the Transaction (including, without limitation, any amendment required to any Auxilium Debt Instrument), including: (i) promptly furnishing Auxilium with any information and documentation required under applicable "know your customer" and anti-money laundering rules and regulations; without the written consent of the Company (ii) promptly furnishing Auxilium with financial and other pertinent information regarding QLT and its Subsidiaries as which may be required withheld in writing by Auxiliumthe Company’s sole discretion), including all financial statements and financial and other data Parent shall not contact any customers of the type required by Regulation S-X and Regulation S-K under Company or any Subsidiary, other than in the 1933 Securities Act for registered offerings ordinary course of debt securities, and business of the type and form customarily included in offering documents used in private placements under Rule 144A of the 1933 Securities Act (including pro forma financial information), and other documents required to satisfy any customary negative assurance opinion, to consummate such financing at Closing, including all information and data necessary to satisfy any conditions set forth in any commitment letter, credit agreement or other similar documentation related to such financing; (iii) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and cooperating with marketing or solicitation efforts of Auxilium, in each case in connection with the arrangement of any such financing, including by consenting to the use of QLT's and its Subsidiaries' logos in connection therewith; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage QLT Parent or any of its Subsidiaries; (iv) assisting with the timely preparation of materials for rating agency and lender presentations, offering documents, bank information memoranda, private placement memoranda, prospectuses and similar documents required in connection with such financing; (v) obtaining a certificate of the chief financial officer of QLT Affiliates with respect to solvency matters of QLT not involving the Company or its Subsidiaries Subsidiaries, and provided that the Company shall have the right to the extent required by any financing source, customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to any financing; (vi) using reasonable commercial efforts to obtain accountants' comfort letters and legal opinions at the expense of and as reasonably requested by Auxilium; and (vii) taking all corporate or other actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of have a Representative present during any such financing and to permit the proceeds thereof to be made available to QLT, including assisting contact in the preparation of and executing one or more credit agreements (or amendments thereto), indentures, purchase agreements, currency or interest hedging agreements and other definitive documentation, certificates and related deliverables relating event that it consents to any financing and reasonably facilitating the provision of guarantees, the grant (and perfection) of a security interest in collateral and provision of related lender protections. Notwithstanding the foregoing, no obligation of QLT or its Subsidiaries under any such financing arrangements or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to this Section 5.1(b), shall be effective until the Closing. None of QLT, its Subsidiaries or their respective Affiliates shall be required to bear any cost or expense or to pay any commitment or other similar fee or incur any other liability in connection with such financing prior to the Closing. Auxilium shall upon request by QLT advance all material, reasonable out-of-pocket expenses incurred by QLT or any QLT Subsidiary in connection with any actions taken by QLT or a QLT Subsidiary or, promptly upon request by QLT, reimburse QLT or the QLT Subsidiaries for all reasonable fees and expenses (including any professional fees and expenses) and Taxes incurred by QLT and the QLT Subsidiaries in connection with any such financing. Auxilium shall indemnify QLT and the QLT Subsidiaries and their respective Representatives for any and all Taxes, liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of their co-operation or assistance with or participation in any matter under this Section 5.1(b). No director, officer, employee or agent of QLT or any QLT Subsidiaries shall be required, in connection with any such matter, to take any action in any capacity other than as a director, officer, employee or agent of QLT or the QLT Subsidiaries, as the case may be. The covenants contained in this Section 5.1(b) are intended to be for the irrevocable benefit ofcontact, and shall be enforceable by, each of the Representatives and their respective heirs, executors, administrators and other legal representatives and shall not be deemed exclusive of any other rights which a Representative has under Law, Contract or otherwise, and shall be binding on Auxilium and its successors and assigns. QLT will act as agent and trustee for each such person for the covenants of Auxilium under this Section 5.1 (b), and QLT agrees to accept such appointment and to hold and enforce the obligations and covenants on behalf of each such person. (c) Notwithstanding the provisions of Section 5.1(b), none of QLT, the QLT Subsidiaries or their respective Representatives shall be required to take any action which would, in the opinion of QLT, acting reasonably: (i) create enforceable obligations of any of QLT or its Subsidiaries under any financing arrangements, or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to Section 5.1(b) prior to the Closing; (ii) require QLT Parent shall have no right to obtain the approval perform invasive or subsurface investigations of the QLT Shareholders (other than at properties or facilities of the QLT Meeting); (iii) unreasonably interfere in the operations of QLT Company or any of its Subsidiaries without the prior to the Merger Effective Time; or (iv) require QLT or any Subsidiary to contravene any applicable Laws or their respective organizational documents or breach any contract of QLT or its Subsidiaries, and no such action will be considered in determining whether a representation, warranty or covenant of QLT hereunder has been breached or whether a condition precedent to the Merger has been satisfied, it being acknowledged by Auxilium that any such actions could require the written consent of third parties under applicable contracts of QLT or its Subsidiariesthe Company (which consent may be withheld for any reason).

Access to Information; Cooperation. (a) Subject to compliance with applicable Laws The Company shall afford DTVG and Orders and the terms of any existing Contracts, each Party shall, and shall cause its respective wholly-owned Subsidiaries to, afford to the other Parties Affiliates and their respective Representatives, until the earlier of the Closing or the termination of this Agreement in accordance with its terms, continuing Representatives reasonable access to the other parties' virtual data rooms, and upon reasonable access, prior notice during normal business hours and upon reasonable noticein a manner so as not to interfere with the normal operations of the Company to all employees, to its businessesoffices, properties, agreements, records, books and records affairs of the Company and its Subsidiaries reasonably related to any Excluded Asset or Excluded Liability (as such other data terms are defined in the Contribution Agreement), and provide copies of such information as a Party DTVG or its Affiliates may reasonably request, as well as request related to the other Party's and its Subsidiaries' personnel, subjectforegoing; provided, however, that the Company shall not be required to provide any information to DTVG or its Affiliates which could constitute a waiver of any attorney-client privilege or violate any contractual obligation of the Company or any of its Subsidiaries. Any such access not interfering with the ordinary conduct of its businesses. Notwithstanding the foregoing, if the terms of any Law, Order or Contract shall limit a Party's right to access the information pursuant to this Section 5.1, the other Party shall use its commercially reasonable efforts to be conditioned upon (i) obtain the execution by DTVG and any consents from applicable Affiliates or Representatives of a third party to provide such access or information or (ii) develop an alternative to providing such access or information to a Party so as to address such lack of access or information in a manner confidentiality agreement reasonably acceptable to the receiving Party. Notwithstanding anything herein to Company and (ii) the contraryprompt reimbursement by DTVG of reasonable, the foregoing shall not require any disclosure that would reasonably be expectedout-of-pocket fees, as a result of such disclosure, to have the effect of causing the waiver of any privilege costs and expenses (including legal fees) incurred by the attorney-client and work product privileges). Without limiting the generality of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that all information provided Company to it under this Section 5.1, or otherwise pursuant to this Agreement or in connection comply with the Transaction, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effectsuch requests. (b) Prior to Closing, QLT shall provide reasonable cooperation and shall cause its respective wholly-owned Subsidiaries and its and their representatives, including management, officers, employees, directors, legal, non-legal and accounting advisors and auditors to provide reasonable cooperation to Auxilium in obtaining any financing with respect to Without limiting the Transaction (including, without limitation, any amendment required to any Auxilium Debt Instrument), including: (i) promptly furnishing Auxilium with any information and documentation required under applicable "know your customer" and anti-money laundering rules and regulations; (ii) promptly furnishing Auxilium with financial and other pertinent information regarding QLT and its Subsidiaries as may be required in writing by Auxilium, including all financial statements and financial and other data obligations of the type required by Regulation S-X and Regulation S-K under Company contained in the 1933 Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the 1933 Securities Act (including pro forma financial information), and other documents required to satisfy any customary negative assurance opinion, to consummate such financing at Closing, including all information and data necessary to satisfy any conditions set forth in any commitment letter, credit agreement or other similar documentation related to such financing; (iii) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and cooperating with marketing or solicitation efforts of Auxilium, in each case in connection with the arrangement of any such financing, including by consenting to the use of QLT's and its Subsidiaries' logos in connection therewith; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage QLT Contribution Agreement or any of its Subsidiaries; (iv) assisting with other agreement between or among the timely preparation of materials for rating agency and lender presentationsParties, offering documentsif the chief executive officer, bank information memoranda, private placement memoranda, prospectuses and similar documents required in connection with such financing; (v) obtaining a certificate of the chief financial officer or general counsel of QLT with respect to solvency matters of QLT Purchaser or its Subsidiaries to the extent required by Company have in their possession any financing source, customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating that relates to any financing; fact or circumstance that would reasonably be expected to result in an Excluded Asset or Excluded Liability (vi) using reasonable commercial efforts to obtain accountants' comfort letters and legal opinions at as such terms are defined in the expense of and as reasonably requested by Auxilium; and (vii) taking all corporate or other actionsContribution Agreement), then promptly after such officer becomes aware that such information is subject to the occurrence terms of the Closing, reasonably necessary to permit the consummation of any such financing and to permit the proceeds thereof to be made available to QLT, including assisting in the preparation of and executing one or more credit agreements (or amendments thereto), indentures, purchase agreements, currency or interest hedging agreements and other definitive documentation, certificates and related deliverables relating to any financing and reasonably facilitating the provision of guarantees, the grant (and perfection) of a security interest in collateral and provision of related lender protections. Notwithstanding the foregoing, no obligation of QLT or its Subsidiaries under any such financing arrangements or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to this Section 5.1(b), shall be effective until 4.7(b) the ClosingCompany will forward such information to DTVG. None of QLT, its Subsidiaries or their respective Affiliates shall be required to bear any cost or expense or to pay any commitment or other similar fee or incur any other liability in connection with such financing prior to Promptly after the Closing. Auxilium shall upon request by QLT advance all material, reasonable out-of-pocket expenses incurred by QLT or any QLT Subsidiary in connection with any actions taken by QLT or a QLT Subsidiary or, promptly upon request by QLT, reimburse QLT or the QLT Subsidiaries for all reasonable fees and expenses (including any professional fees and expenses) and Taxes incurred by QLT and the QLT Subsidiaries in connection with any such financing. Auxilium shall indemnify QLT and the QLT Subsidiaries and their respective Representatives for any and all Taxes, liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of their co-operation or assistance with or participation in any matter under this Section 5.1(b). No director, officer, employee or agent of QLT or any QLT Subsidiaries shall be required, in connection with any such matter, to take any action in any capacity other than as a director, officer, employee or agent of QLT or the QLT Subsidiaries, as the case may be. The covenants contained in this Section 5.1(b) are intended to be for the irrevocable benefit of, and shall be enforceable bydate hereof, each of Purchaser and the Representatives Company shall advise its chief executive officer, chief financial officer and their respective heirs, executors, administrators and other legal representatives and shall not be deemed exclusive of any other rights which a Representative has under Law, Contract or otherwise, and shall be binding on Auxilium and its successors and assigns. QLT will act as agent and trustee for each such person for the covenants of Auxilium under this Section 5.1 (b), and QLT agrees to accept such appointment and to hold and enforce the obligations and covenants on behalf of each such person. (c) Notwithstanding the provisions of Section 5.1(b), none of QLT, the QLT Subsidiaries or their respective Representatives shall be required to take any action which would, in the opinion of QLT, acting reasonably: (i) create enforceable obligations of any of QLT or its Subsidiaries under any financing arrangements, or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to Section 5.1(b) prior to the Closing; (ii) require QLT to obtain the approval general counsel of the QLT Shareholders (other than at the QLT Meetingterms of this Section 4.7(b); (iii) unreasonably interfere in the operations of QLT or any of its Subsidiaries prior to the Merger Effective Time; or (iv) require QLT or any Subsidiary to contravene any applicable Laws or their respective organizational documents or breach any contract of QLT or its Subsidiaries, and no such action will be considered in determining whether a representation, warranty or covenant of QLT hereunder has been breached or whether a condition precedent to the Merger has been satisfied, it being acknowledged by Auxilium that any such actions could require the consent of third parties under applicable contracts of QLT or its Subsidiaries.

Access to Information; Cooperation. (a) Subject to compliance with applicable Laws and Orders and confidentiality obligations owed to third parties in effect as of the terms date of any existing Contractsthis Agreement, each Party shall, of Public Company and Merger Partner shall (and shall cause each of its respective wholly-owned Subsidiaries to, ) afford to the other Parties party’s officers, employees, accountants, counsel and their respective Representativesother representatives, until the earlier of the Closing or the termination of this Agreement in accordance with its terms, continuing access to the other parties' virtual data rooms, and reasonable access, during normal business hours and upon reasonable noticeduring the period prior to the Effective Time, to all its businessesproperties, books, contracts, commitments, personnel and records and, during such period, each of Public Company and Merger Partner shall (and shall cause each of its Subsidiaries to) furnish promptly to the other party all information concerning its business, properties, books assets and records and such personnel as the other data and information as a Party party may reasonably request, as well as to the other Party's . Each of Public Company and its Subsidiaries' personnel, subject, however, to Merger Partner will hold any such access not interfering information which is nonpublic in confidence in accordance with the ordinary conduct of its businessesConfidentiality Agreement. Notwithstanding the foregoing, if the terms of No information or knowledge obtained in any Law, Order or Contract shall limit a Party's right to access the information investigation pursuant to this Section 5.1, 6.2 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the other Party shall use its commercially reasonable efforts to (i) obtain any consents from a third party to provide such access or information or (ii) develop an alternative to providing such access or information to a Party so as to address such lack of access or information in a manner reasonably acceptable conditions to the receiving Party. Notwithstanding anything herein obligations of the Parties to consummate the contrary, the foregoing shall not require any disclosure that would reasonably be expected, as a result of such disclosure, to have the effect of causing the waiver of any privilege (including the attorney-client and work product privileges)Merger. Without limiting the generality of the provisions foregoing, from the date of this Agreement until the Non-Disclosure AgreementEffective Time, each of Public Company and Merger Partner shall promptly provide the Parties acknowledges that all information provided other party with copies of: (a) unaudited monthly financial statements or management accounts, when available; (b) any written materials or communications sent by or on behalf of such party to it under this Section 5.1its stockholders; (c) any notice, report or other document filed with or sent to, or otherwise pursuant to this Agreement or received from, any Governmental Entity in connection with the Transaction, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement Merger or any termination of the other transactions contemplated by this Agreement. If ; and (d) any provision of this Agreement otherwise conflicts material notice, report or is inconsistent with other document received from any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effectGovernmental Entity. (b) Prior From the date of this Agreement, Public Company and Merger Sub shall use commercially reasonable efforts to Closing, QLT shall provide cooperate with Mxxxxx Partner to respond to reasonable cooperation requests for documents and shall cause its respective wholly-owned Subsidiaries and its and their representatives, including management, officers, employees, directors, legal, non-legal and accounting advisors and auditors to provide reasonable cooperation to Auxilium in obtaining any financing with respect to information by the Transaction (including, without limitation, any amendment required to any Auxilium Debt Instrument), including: (i) promptly furnishing Auxilium with any information and documentation required under applicable "know your customer" and anti-money laundering rules and regulations; (ii) promptly furnishing Auxilium with financial and other pertinent information regarding QLT and its Subsidiaries as may be required in writing by Auxilium, including all financial statements and financial and other data insurer of the type required by Regulation S-X Representations and Regulation S-K under the 1933 Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the 1933 Securities Act (including pro forma financial information), and other documents required to satisfy any customary negative assurance opinion, to consummate such financing at Closing, including all information and data necessary to satisfy any conditions set forth in any commitment letter, credit agreement or other similar documentation related to such financing; (iii) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and cooperating with marketing or solicitation efforts of Auxilium, in each case Warranty Insurance Policy that Mxxxxx Partner may purchase in connection with the arrangement of any such financing, including by consenting to the use of QLT's and its Subsidiaries' logos in connection therewith; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage QLT or any of its Subsidiaries; (iv) assisting with the timely preparation of materials for rating agency and lender presentations, offering documents, bank information memoranda, private placement memoranda, prospectuses and similar documents required in connection with such financing; (v) obtaining a certificate of the chief financial officer of QLT with respect to solvency matters of QLT or its Subsidiaries to the extent required by any financing source, customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to any financing; (vi) using reasonable commercial efforts to obtain accountants' comfort letters and legal opinions at the expense of and as reasonably requested by Auxilium; and (vii) taking all corporate or other actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of any such financing and to permit the proceeds thereof to be made available to QLT, including assisting in the preparation of and executing one or more credit agreements (or amendments thereto), indentures, purchase agreements, currency or interest hedging agreements and other definitive documentation, certificates and related deliverables relating to any financing and reasonably facilitating the provision of guarantees, the grant (and perfection) of a security interest in collateral and provision of related lender protections. Notwithstanding the foregoing, no obligation of QLT or its Subsidiaries under any such financing arrangements or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to this Section 5.1(b), shall be effective until the Closing. None of QLT, its Subsidiaries or their respective Affiliates shall be required to bear any cost or expense or to pay any commitment or other similar fee or incur any other liability in connection with such financing prior to the Closing. Auxilium shall upon request by QLT advance all material, reasonable out-of-pocket expenses incurred by QLT or any QLT Subsidiary in connection with any actions taken by QLT or a QLT Subsidiary or, promptly upon request by QLT, reimburse QLT or the QLT Subsidiaries for all reasonable fees and expenses (including any professional fees and expenses) and Taxes incurred by QLT and the QLT Subsidiaries in connection with any such financing. Auxilium shall indemnify QLT and the QLT Subsidiaries and their respective Representatives for any and all Taxes, liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of their co-operation or assistance with or participation in any matter under this Section 5.1(b). No director, officer, employee or agent of QLT or any QLT Subsidiaries shall be required, in connection with any such matter, to take any action in any capacity other than as a director, officer, employee or agent of QLT or the QLT Subsidiaries, as the case may be. The covenants contained in this Section 5.1(b) are intended to be for the irrevocable benefit of, and shall be enforceable by, each of the Representatives and their respective heirs, executors, administrators and other legal representatives and shall not be deemed exclusive of any other rights which a Representative has under Law, Contract or otherwise, and shall be binding on Auxilium and its successors and assigns. QLT will act as agent and trustee for each such person for the covenants of Auxilium under this Section 5.1 (b), and QLT agrees to accept such appointment and to hold and enforce the obligations and covenants on behalf of each such persontransactions contemplated hereby. (c) Notwithstanding the provisions of Section 5.1(b), none of QLT, the QLT Subsidiaries or their respective Representatives shall be required to take any action which would, in the opinion of QLT, acting reasonably: (i) create enforceable obligations of any of QLT or its Subsidiaries under any financing arrangements, or other arrangements required to be undertaken by QLT or its Subsidiaries pursuant to Section 5.1(b) prior to the Closing; (ii) require QLT to obtain the approval of the QLT Shareholders (other than at the QLT Meeting); (iii) unreasonably interfere in the operations of QLT or any of its Subsidiaries prior to the Merger Effective Time; or (iv) require QLT or any Subsidiary to contravene any applicable Laws or their respective organizational documents or breach any contract of QLT or its Subsidiaries, and no such action will be considered in determining whether a representation, warranty or covenant of QLT hereunder has been breached or whether a condition precedent to the Merger has been satisfied, it being acknowledged by Auxilium that any such actions could require the consent of third parties under applicable contracts of QLT or its Subsidiaries.