Common use of Board Materials Clause in Contracts

Board Materials. The Borrower shall deliver to the Administrative Agent: (i) copies of any agenda and other written materials provided to the board of directors (or any committee thereof) of the Borrower prior to any meeting of the board of directors (or such committee thereof), at or promptly after such materials are furnished to the members of the board of directors (or such committee thereof), (ii) copies of all minutes of meetings of the board of directors (or any committee thereof) of the Borrower at or promptly after such minutes are furnished to the members of the board of directors (or such committee thereof), (iii) copies of all material written consents duly passed by the board of directors (or any committee thereof) of the Borrower and (iv) promptly upon presentation of any regular periodic materials to the board of directors (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Products, and updates with respect to material events relating to other Material Agreements), copies of such materials; provided that any such material may be redacted by the Borrower to (A) exclude information relating to the performance of the Administrative Agent or any Lender, to the Borrower’s strategy regarding the Loans or performance or non-performance under the Loan Documents or to matters of conflict of interest to the Administrative Agent or any Lender, (B) preserve attorney-client or work-product privilege or (C) protect proprietary information, trade secrets, or individually identifiable health information (as defined under HIPAA) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude information described in clauses (A), (B) or (C); provided, further that documents required to be furnished pursuant to this Section 8.14 shall be deemed furnished on the date that such documents are posted to the Borrower’s board portal to which the Administrative Agent has been granted access so long as the Administrative Agent receives notice when documents are posted to such portal.

Board Materials. The Borrower shall deliver to the Administrative Agent: Agent (for distribution to any Lenders at their request): (i) copies of any agenda and other written materials provided to the board of directors Board (or any committee thereof) of the Borrower prior to any meeting of the board of directors such Board (or such committee thereof), at or promptly after the time such materials are furnished to the members of the board of directors such Board (or such committee thereof)) but in any event within five (5) Business Days, (ii) copies of all minutes of meetings of the board of directors Board (or any committee thereof) of the Borrower at or promptly after the time such minutes are furnished to the members of the board of directors such Board (or such committee thereof)) but in any event within five (5) Business Days, (iii) copies of all material written consents duly passed by the board of directors Board (or any committee thereof) of the Borrower and (iv) promptly upon after presentation (but in any event within five (5) Business Days) of any regular periodic materials to the board of directors Board (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Products, and updates with respect to material events relating to other Material Agreements), copies of such materials; provided that any such material may be redacted by the Borrower to (A) exclude information relating to the performance of the Administrative Agent or any Lender, Lender hereunder or to the Borrower’s strategy regarding the Loans or performance or non-performance under the Loan Documents or to matters of conflict of interest to the Administrative Agent or (including any Lenderpotential refinancing thereof), (B) preserve attorney-client or work-product privilege or (C) protect proprietary information, trade secrets, or individually identifiable health information (as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA)) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude information described in clauses (A), (B) or (C); provided, further that documents required to be furnished pursuant to this Section 8.14 shall be deemed furnished on the date that such documents are posted to the Borrower’s board portal to which the Administrative Agent has been granted access so long as the Administrative Agent receives notice when documents are posted to such portal.

Board Materials. The Borrower shall deliver to the Administrative Agent: (i) copies of any agenda and other written materials provided to the board of directors (or any committee thereof) of the Borrower prior to any meeting of the board of directors (or such committee thereof), at or reasonably promptly after such materials are furnished to the members of the board of directors (or such committee thereof), (ii) copies of all minutes of meetings of the board of directors (or any committee thereof) of the Borrower at or promptly after such minutes are furnished to the members of the board of directors (or such committee thereof), (iii) copies of all material written consents duly passed by the board of directors (or any committee thereof) of the Borrower and (iv) promptly upon presentation copies of any regular periodic materials presented to the board of directors (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Products, and updates with respect to material events relating to other Material Agreements), copies at or promptly upon presentation of such materialsmaterials to the board of directors (or such committee thereof); provided that any such material may be redacted by the Borrower to exclude (A) exclude any confidential information relating to executive compensation, (B) minutes and other materials prepared exclusively for executive sessions of the performance independent directors of the board of directors or any committee thereof, (C) information to the extent this Agreement, the transactions contemplated by this Agreement, the Oaktree Lender or the Administrative Agent is the subject of such information, (D) any information with respect to which the Borrower has determined in good faith such exclusion or redaction is reasonably necessary to preserve attorney-client privilege with respect to any matter, or such exclusion or redaction is otherwise required to comply with applicable laws or regulations, (E) any information that would raise a conflict of interest with the Oaktree Lender or the Administrative Agent or any Lender, to the Borrower’s strategy regarding the Loans or performance or non-performance under the Loan Documents or to matters of conflict of interest to the Administrative Agent or any Lender, (BF) preserve attorney-client or work-product privilege or (C) protect proprietary information, trade secrets, or individually identifiable health information (as defined under by HIPAA) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude information described in clauses (A) through (F), (B) or (C); provided, further that documents required to be furnished pursuant to this Section 8.14 shall be deemed furnished on the date that such documents are posted to the Borrower’s board portal to which the Administrative Agent has been granted access so long as the Administrative Agent receives notice when documents are posted to such portal.

Board Materials. The Upon request by the Administrative Agent the Borrower shall deliver to the Administrative Agent: (i) copies of any agenda and other written materials provided to the board of directors (or any committee thereof) of the Borrower prior to any meeting of the board of directors (or such committee thereof), at or promptly after such materials are furnished to the members of the board of directors (or such committee thereof), (ii) copies of all minutes of meetings of the board of directors (or any committee thereof) of the Borrower at or promptly after such minutes are furnished to the members of the board of directors (or such committee thereof), (iii) copies of all material written consents duly passed by the board of directors (or any committee thereof) of the Borrower and (iv) promptly upon presentation of any regular periodic materials to the board of directors (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Products, and updates with respect to material events relating to other Material Agreements), copies of such materials; provided that any such material may be redacted by the Borrower to (A) exclude information relating to the performance of the Administrative Agent or any Lender, to the Borrower’s strategy regarding the Loans or performance or non-performance under the Loan Documents or to matters of conflict of interest to the Administrative Agent or any Lender, (B) preserve attorney-client or work-product privilege or (C) protect proprietary information, trade secrets, or individually identifiable health information (as defined under HIPAA) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude information described in clauses (A), (B) or (CB); provided, further that documents required to be furnished pursuant to this Section 8.14 shall be deemed furnished on the date that such documents are posted to the Borrower’s board portal to which the Administrative Agent has been granted access so long as the Administrative Agent receives notice when documents are posted to such portal.

Board Materials. The Borrower shall deliver to the Administrative Agent: (i) copies of any agenda and other written materials provided to the board of directors (or any committee thereof) of the Borrower prior to any meeting of the board of directors (or such committee thereof), at or reasonably promptly after such materials are furnished to the members of the board of directors (or such committee thereof), (ii) copies of all minutes of meetings of the board of directors (or any committee thereof) of the Borrower at or promptly after such minutes are furnished to the members of the board of directors (or such committee thereof), (iii) copies of all material written consents duly passed by the board of directors (or any committee thereof) of the Borrower and (iv) promptly upon presentation copies of any regular periodic materials presented to the board of directors (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Products, and updates with respect to material events relating to other Material Agreements), copies at or promptly upon presentation of such materialsmaterials to the board of directors (or such committee thereof); provided that any such material may be redacted by the Borrower to exclude (A) exclude any confidential information relating to executive compensation, (B) minutes and other materials prepared exclusively for executive sessions of the performance independent directors of the board of directors or any committee thereof, (C) information to the extent the Royalty Interest Financing Agreement, the Royalty Interest Financing, this Agreement, the transactions contemplated by this Agreement, the Oaktree -83- 4882-5123-79004861-6868-3896 v.123 Lender, the Administrative Agent, or any lender or investor in the Royalty Interest Financing is the subject of such information, (D) any information with respect to which the Borrower has determined in good faith such exclusion or redaction is reasonably necessary to preserve attorney-client privilege with respect to any matter, or such exclusion or redaction is otherwise required to comply with applicable laws or regulations, (E) any information that would raise a conflict of interest with the Oaktree Lender, the Administrative Agent or any Lender, to the Borrower’s strategy regarding the Loans or performance or non-performance under the Loan Documents or to matters of conflict of interest to the Administrative Agent lenderslender or any Lender, (B) preserve attorney-client or work-product privilege investor in the Royalty Interest Financing or (CF) protect proprietary information, trade secrets, or individually identifiable health information (as defined under by HIPAA) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude information described in clauses (A) through (F), (B) or (C); provided, further that documents required to be furnished pursuant to this Section 8.14 shall be deemed furnished on the date that such documents are posted to the Borrower’s board portal to which the Administrative Agent has been granted access so long as the Administrative Agent receives notice when documents are posted to such portal.

Board Materials. The Borrower shall deliver to the Administrative Agent: (i) copies of any agenda and other written materials provided to the board of directors (or any committee thereof) of the Borrower prior to any meeting of the board of directors (or such committee thereof), at or reasonably promptly after such materials are furnished to the members of the board of directors (or such committee thereof), (ii) copies of all minutes of meetings of the board of directors (or any committee thereof) of the Borrower at or promptly after such minutes are furnished to the members of the board of directors (or such committee thereof), (iii) copies of all material written consents duly passed by the board of directors (or any committee thereof) of the Borrower and (iv) promptly upon presentation copies of any regular periodic materials presented to the board of directors (or any committee thereof) of the Borrower reporting on the current, past or future -107- 4882-5123-7900 v.12 financial -108- 4882-5123-7900 v.12 performance and business and operations of the Borrower or any of its Subsidiaries (which shall include, among other things, development updates with respect to material Products, and updates with respect to material events relating to other Material Agreements), copies at or promptly upon presentation of such materialsmaterials to the board of directors (or such committee thereof); provided that any such material may be redacted by the Borrower to exclude (A) exclude any confidential information relating to executive compensation, (B) minutes and other materials prepared exclusively for executive sessions of the performance independent directors of the board of directors or any committee thereof, (C) information to the extent the Royalty Interest Financing Agreement, the Royalty Interest Financing, this Agreement, the transactions contemplated by this Agreement, the Oaktree Lender, the Administrative Agent, or any lender or investor in the Royalty Interest Financing is the subject of such information, (D) any information with respect to which the Borrower has determined in good faith such exclusion or redaction is reasonably necessary to preserve attorney-client privilege with respect to any matter, or such exclusion or redaction is otherwise required to comply with applicable laws or regulations, (E) any information that would raise a conflict of interest with the Oaktree Lender, the Administrative Agent or any Lender, to the Borrower’s strategy regarding the Loans or performance or non-performance under the Loan Documents or to matters of conflict of interest to the Administrative Agent lenders or any Lender, (B) preserve attorney-client or work-product privilege investor in the Royalty Interest Financing or (CF) protect proprietary information, trade secrets, or individually identifiable health information (as defined under by HIPAA) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be only as extensive as is reasonably necessary in order to exclude information described in clauses (A) through (F), (B) or (C); provided, further that documents required to be furnished pursuant to this Section 8.14 shall be deemed furnished on the date that such documents are posted to the Borrower’s board portal to which the Administrative Agent has been granted access so long as the Administrative Agent receives notice when documents are posted to such portal.