Common use of Actions in Connection with the Distribution Clause in Contracts

Actions in Connection with the Distribution. (a) In connection with the Distribution, prior to the Distribution Date, Myriad and MPI shall have prepared and mailed to the holders of Myriad Common Stock such information concerning MPI, the MPI Business, operations and management, the Distribution, the Separation and such other matters as Myriad shall reasonably determine and as may be required by law. (b) MPI shall have prepared, filed with the Commission and caused to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. MPI shall have prepared and, in accordance with applicable Law, filed with the Commission the Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and MPI shall have obtained all necessary approvals from the Commission with respect thereto as soon as practicable. (c) Myriad and MPI shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (d) Myriad and MPI shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date at the Effective Time. (e) MPI shall have prepared and filed an application for the original listing on the Exchange of the MPI Common Stock to be distributed in the Distribution, and the Exchange shall have approved such application and provided the appropriate certification to the Commission. (f) Myriad shall have given the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act. (g) Myriad and MPI shall have cooperated to change the name, effective on or prior to the Distribution Date, of any entity that is part of MPI and the MPI Group as Myriad and MPI may agree.

Actions in Connection with the Distribution. (a) In connection with the Distribution, prior Alkermes shall file any amendments or supplements to the Distribution Date, Myriad and MPI shall have prepared and mailed to the holders of Myriad Common Stock such information concerning MPI, the MPI Business, operations and management, the Distribution, the Separation and such other matters as Myriad shall reasonably determine and Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by law. (b) MPI shall have prepared, filed with the Commission or federal, state or other applicable securities Laws. Alkermes and caused Mural shall each use its reasonable best efforts to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. MPI shall have prepared and, in accordance with applicable Law, filed with the Commission the Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and MPI shall have obtained obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (c) Myriad . Alkermes and MPI Mural shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign non-U.S. jurisdictions in connection with the Distribution. (db) Myriad Alkermes shall, as soon as is reasonably practicable after the Form 10 is declared effective and MPI the Board has approved the Separation and Distribution, mail the Information Statement included in the Form 10, as well as any other information concerning Mural, its business, operations and management, the transactions contemplated herein and such other matters as Alkermes shall take all reasonable steps reasonably determine are necessary and appropriate as may be required by Law, to cause the conditions set forth Record Holders (or, in Section 3.3 to be satisfied and to effect connection with the Distribution delivery of a notice of Internet availability of the Information Statement, post it on the Distribution Date at the Effective TimeInternet). (ec) MPI Mural shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Distribution Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit or other plans of Mural. (d) To the extent not already approved and effective, Mural shall use commercially reasonable efforts to have prepared approved and filed an made effective, the application for the original listing on the Exchange Nasdaq of the MPI Common Stock Mural Ordinary Shares to be distributed issued in the Distribution, and the Exchange shall have approved such application and provided the appropriate certification subject to the Commissionofficial notice of issuance. (fe) Myriad shall have given Alkermes shall, to the Exchange extent possible, give Nasdaq not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act. (f) Alkermes and Mural shall take all such action as may be necessary or appropriate to provide for the adoption by Mural of the Amended and Restated Memorandum and Articles of Association in such form as may be reasonably determined by Alkermes and Xxxxx. (g) Myriad and MPI Alkermes shall have cooperated to change enter into a distribution agent agreement with the name, effective on Distribution Agent or prior otherwise provide instructions to the Distribution DateAgent regarding the Distribution. (h) Immediately following the Distribution Effective Time, Mural shall acquire by surrender, for no consideration, the Initial Share Capital (with the exception of any entity that is part the Initial Mural Preferred Share) and, immediately following the issuance of MPI a bonus preferred share (the “Bonus Share”) to the holder of the Initial Mural Preferred Share (which will occur as soon as practicable following the Distribution Effective Time), Mural shall acquire by surrender, for no consideration, the Initial Mural Preferred Share and the MPI Group Bonus Share. (i) Alkermes shall take all actions as Myriad and MPI may agreebe necessary to approve the grants of adjusted equity awards by Alkermes (in respect of Alkermes Ordinary Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act. (j) Nothing in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of the Form 10 or Information Statement to Alkermes.

Actions in Connection with the Distribution. (a) In connection with the Distribution, prior to the Distribution Date, Myriad PPD and MPI Furiex shall have prepared and mailed to the holders of Myriad PPD Common Stock such information concerning MPIFuriex, the MPI Compound Business, operations and management, the Distribution, the Separation and such other matters as Myriad PPD shall reasonably determine and as may be required by law. (b) MPI Furiex shall have prepared, filed with the Commission and caused to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, register any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. MPI Furiex shall have prepared and, in accordance with applicable Law, filed with the Commission the Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and MPI Furiex shall have obtained all necessary approvals from the Commission with respect thereto as soon as practicable. (c) Myriad PPD and MPI Furiex shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (d) Myriad PPD and MPI Furiex shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date at the Effective Time. (e) MPI Furiex shall have prepared and filed an application for the original listing on the Exchange of the MPI Furiex Common Stock to be distributed in the Distribution, and the Exchange shall have approved such application and provided the appropriate certification to the Commission. (f) Myriad PPD shall have given the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act. (g) Myriad PPD and MPI Furiex shall have cooperated to change the name, effective on or prior to the Distribution Date, of any entity that is part of MPI Furiex and the MPI Furiex Group as Myriad PPD and MPI may Furiex agree.

Actions in Connection with the Distribution. (a) SpinCo shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the Form 10, including amendments, supplements, exhibits and any such other documentation which is necessary or desirable to effectuate the Separation and the Distribution, and Parent and SpinCo shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) In connection with the Distribution, prior to the Distribution Date, Myriad Parent and MPI SpinCo shall have prepared prepare and mailed mail to the holders of Myriad Parent Common Stock such information concerning MPISpinCo, the MPI SpinCo Business, operations and management, the Distribution, the Separation and such other matters as Myriad Parent shall reasonably determine and as may be required by lawLaw. (bc) MPI SpinCo shall have preparedalso prepare, filed file with the Commission SEC and caused cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. MPI shall have prepared and, in accordance with applicable Law, filed with the Commission the Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and MPI shall have obtained all necessary approvals from the Commission with respect thereto as soon as practicable. (cd) Myriad Parent and MPI SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (de) Myriad Parent and MPI SpinCo shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date at the Effective TimeDate. (ef) MPI SpinCo shall prepare and file, and shall use reasonable best efforts to have prepared approved and filed made effective, an application for the original listing on the Exchange [______________] of the MPI Common Stock SpinCo Shares to be distributed in the Distribution, and the Exchange shall have approved such application and provided the appropriate certification subject to the Commissionofficial notice of distribution. (fg) Myriad Parent shall have given give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange ActAct and shall otherwise comply with any requirements of the Nasdaq Capital Market with regard to it effecting the Distribution. (gh) Myriad the [____________] will have approved the SpinCo Shares for listing, subject to official notice of issuance; (i) Parent and MPI SpinCo shall have cooperated take all actions necessary to change the namecause, effective on or immediately prior to the Distribution, the number of SpinCo Shares issued and outstanding to be increased, if necessary, to be sufficient for Distribution Dateof sixty percent (60%) of SpinCo Shares to holders of Parent Common Stock in accordance with the terms of this Agreement. (j) The Board of Directors of Parent and SpinCo shall have obtained an opinion from a nationally recognized appraisal, valuation and investment banking firm, in a form reasonably satisfactory to the Parties, substantially to the effect that each of Parent and SpinCo will be solvent and adequately capitalized immediately after the Distribution and Parent has sufficient surplus under the Laws of Delaware to distribute the SpinCo Shares. (k) Prior to finalizing, filing or executing any entity that is part documentation referenced in this Section 3.2, or any other filing with the SEC or otherwise responding to comments from the SEC in connection with the transactions contemplated by this Agreement, Parent and SpinCo shall provide Pixium and its counsel with a reasonable opportunity to review and comment on each such document or filing in advance, and Parent and/or SpinCo, as applicable, shall include in such filing or document all comments reasonably proposed by Pixium (which are received within a reasonable time) in respect of MPI and the MPI Group as Myriad and MPI may agreesuch filings or documents.

Actions in Connection with the Distribution. (a) SpinCo shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the Form 10, including amendments, supplements, exhibits and any such other documentation which is necessary or desirable to effectuate the Separation and the Distribution, and Parent and SpinCo shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) In connection with the Distribution, prior to the Distribution Date, Myriad Parent and MPI SpinCo shall have prepared prepare and mailed mail to the holders of Myriad Parent Common Stock such information concerning MPISpinCo, the MPI SpinCo Business, operations and management, the Distribution, the Separation and such other matters as Myriad Parent shall reasonably determine and as may be required by lawLaw. (bc) MPI SpinCo shall have preparedalso prepare, filed file with the Commission SEC and caused cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. MPI shall have prepared and, in accordance with applicable Law, filed with the Commission the Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and MPI shall have obtained all necessary approvals from the Commission with respect thereto as soon as practicable. (cd) Myriad Parent and MPI SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (de) Myriad Parent and MPI SpinCo shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date at the Effective TimeDate. (ef) MPI SpinCo shall prepare and file, and shall use reasonable best efforts to have prepared approved and filed made effective, an application for the original listing on the Exchange [ ] of the MPI Common Stock SpinCo Shares to be distributed in the Distribution, and the Exchange shall have approved such application and provided the appropriate certification subject to the Commissionofficial notice of distribution. (fg) Myriad Parent shall have given give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange ActAct and shall otherwise comply with any requirements of the Nasdaq Capital Market with regard to it effecting the Distribution. (gh) Myriad the [ ] will have approved the SpinCo Shares for listing, subject to official notice of issuance; (i) Parent and MPI SpinCo shall have cooperated take all actions necessary to change the namecause, effective on or immediately prior to the Distribution, the number of SpinCo Shares issued and outstanding to be increased, if necessary, to be sufficient for Distribution Dateof sixty percent (60%) of SpinCo Shares to holders of Parent Common Stock in accordance with the terms of this Agreement. (j) The Board of Directors of Parent and SpinCo shall have obtained an opinion from a nationally recognized appraisal, valuation and investment banking firm, in a form reasonably satisfactory to the Parties, substantially to the effect that each of Parent and SpinCo will be solvent and adequately capitalized immediately after the Distribution and Parent has sufficient surplus under the Laws of Delaware to distribute the SpinCo Shares. (k) Prior to finalizing, filing or executing any entity that is part documentation referenced in this Section 3.2, or any other filing with the SEC or otherwise responding to comments from the SEC in connection with the transactions contemplated by this Agreement, Parent and SpinCo shall provide Pixium and its counsel with a reasonable opportunity to review and comment on each such document or filing in advance, and Parent and/or SpinCo, as applicable, shall include in such filing or document all comments reasonably proposed by Xxxxxx (which are received within a reasonable time) in respect of MPI and the MPI Group as Myriad and MPI may agreesuch filings or documents.

Actions in Connection with the Distribution. (a) In connection with the Distribution, prior Alkermes shall file any amendments or supplements to the Distribution Date, Myriad and MPI shall have prepared and mailed to the holders of Myriad Common Stock such information concerning MPI, the MPI Business, operations and management, the Distribution, the Separation and such other matters as Myriad shall reasonably determine and Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by law. (b) MPI shall have prepared, filed with the Commission or federal, state or other applicable securities Laws. Alkermes and caused Mural shall each use its reasonable best efforts to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. MPI shall have prepared and, in accordance with applicable Law, filed with the Commission the Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and MPI shall have obtained obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (c) Myriad . Alkermes and MPI Mural shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign non-U.S. jurisdictions in connection with the Distribution. (db) Myriad Alkermes shall, as soon as is reasonably practicable after the Form 10 is declared effective and MPI the Board has approved the Separation and Distribution, mail the Information Statement included in the Form 10, as well as any other information concerning Mural, its business, operations and management, the transactions contemplated herein and such other matters as Alkermes shall take all reasonable steps reasonably determine are necessary and appropriate as may be required by Law, to cause the conditions set forth Record Holders (or, in Section 3.3 to be satisfied and to effect connection with the Distribution delivery of a notice of Internet availability of the Information Statement, post it on the Distribution Date at the Effective TimeInternet). (ec) MPI Mural shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Distribution Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit or other plans of Mural. (d) To the extent not already approved and effective, Mural shall use commercially reasonable efforts to have prepared approved and filed an made effective, the application for the original listing on the Exchange Nasdaq of the MPI Common Stock Mural Ordinary Shares to be distributed issued in the Distribution, and the Exchange shall have approved such application and provided the appropriate certification subject to the Commissionofficial notice of issuance. (fe) Myriad shall have given Alkermes shall, to the Exchange extent possible, give Nasdaq not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act. (f) Alkermes and Mural shall take all such action as may be necessary or appropriate to provide for the adoption by Mural of the Amended and Restated Memorandum and Articles of Association in such form as may be reasonably determined by Alkermes and Mural. (g) Myriad and MPI Alkermes shall have cooperated to change enter into a distribution agent agreement with the name, effective on Distribution Agent or prior otherwise provide instructions to the Distribution DateAgent regarding the Distribution. (h) Immediately following the Distribution Effective Time, Mural shall acquire by surrender, for no consideration, the Initial Share Capital (with the exception of any entity that is part the Initial Mural Preferred Share) and, immediately following the issuance of MPI a bonus preferred share (the “Bonus Share”) to the holder of the Initial Mural Preferred Share (which will occur as soon as practicable following the Distribution Effective Time), Mural shall acquire by surrender, for no consideration, the Initial Mural Preferred Share and the MPI Group Bonus Share. (i) Alkermes shall take all actions as Myriad and MPI may agreebe necessary to approve the grants of adjusted equity awards by Alkermes (in respect of Alkermes Ordinary Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act. (j) Nothing in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of the Form 10 or Information Statement to Alkermes.

Actions in Connection with the Distribution. (a) SpinCo shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the Form 10, including amendments, supplements, exhibits and any such other documentation which is necessary or desirable to effectuate the Separation and the Distribution, and Parent and SpinCo shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) In connection with the Distribution, prior to the Distribution Date, Myriad Parent and MPI SpinCo shall have prepared prepare and mailed mail to the holders of Myriad Parent Common Stock such information concerning MPISpinCo, the MPI SpinCo Business, operations and management, the Distribution, the Separation and such other matters as Myriad Parent shall reasonably determine and as may be required by lawLaw. (bc) MPI SpinCo shall have preparedalso prepare, filed file with the Commission SEC and caused cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. MPI shall have prepared and, in accordance with applicable Law, filed with the Commission the Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and MPI shall have obtained all necessary approvals from the Commission with respect thereto as soon as practicable. (cd) Myriad Parent and MPI SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (de) Myriad Parent and MPI SpinCo shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date at the Effective TimeDate. (ef) MPI SpinCo shall prepare and file, and shall use reasonable best efforts to have prepared approved and filed made effective, an application for the original listing on the Exchange [ ] of the MPI Common Stock SpinCo Shares to be distributed in the Distribution, and the Exchange shall have approved such application and provided the appropriate certification subject to the Commissionofficial notice of distribution. (fg) Myriad Parent shall have given give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange ActAct and shall otherwise comply with any requirements of the Nasdaq Capital Market with regard to it effecting the Distribution. (gh) Myriad the [ ] will have approved the SpinCo Shares for listing, subject to official notice of issuance; (i) Parent and MPI SpinCo shall have cooperated take all actions necessary to change the namecause, effective on or immediately prior to the Distribution, the number of SpinCo Shares issued and outstanding to be increased, if necessary, to be sufficient for Distribution Dateof sixty percent (60%) of SpinCo Shares to holders of Parent Common Stock in accordance with the terms of this Agreement. (j) The Board of Directors of Parent and SpinCo shall have obtained an opinion from a nationally recognized appraisal, valuation and investment banking firm, in a form reasonably satisfactory to the Parties, substantially to the effect that each of Parent and SpinCo will be solvent and adequately capitalized immediately after the Distribution and Parent has sufficient surplus under the Laws of Delaware to distribute the SpinCo Shares. (k) Prior to finalizing, filing or executing any entity that is part documentation referenced in this Section 3.2, or any other filing with the SEC or otherwise responding to comments from the SEC in connection with the transactions contemplated by this Agreement, Parent and SpinCo shall provide Pixium and its counsel with a reasonable opportunity to review and comment on each such document or filing in advance, and Parent and/or SpinCo, as applicable, shall include in such filing or document all comments reasonably proposed by Pixium (which are received within a reasonable time) in respect of MPI and the MPI Group as Myriad and MPI may agreesuch filings or documents.