Common use of Commercially Reasonable Efforts; Cooperation Clause in Contracts

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of this Agreement, each of Novartis, Merger Sub and the Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable including, but not limited to, (i) the preparation and filing of all forms, registrations, notifications and notices required to be filed to consummate the transactions contemplated hereby (including making or causing to be made the filings required under the HSR Act, the EC Merger Regulation or any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to the consummation of the Merger set forth in Article VIII, and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of this Agreement at the Stockholders Meeting. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall use commercially reasonable efforts to take all such necessary action.

Commercially Reasonable Efforts; Cooperation. (a) Upon Subject to Section 7.5, and upon the terms and subject to the conditions of set forth in this Agreement, each of Novartis, Merger Sub and the Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable including, but not limited to, (i) the preparation and filing of all forms, registrations, notifications and notices required to be filed to consummate the transactions contemplated hereby (including making or causing to be made the filings required under the HSR Act, the EC Merger Regulation or any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to the consummation of the Merger set forth in Article VIII, and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party parties hereto agrees to use commercially reasonable efforts to take all actions, and to do and to assist and cooperate with the other parties in doing all things, reasonably necessary, proper or advisable to (a) consummate and make effective, in the most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement and (b) cause the Effective Time conditions to occur as soon as practicable after Closing set forth in Article 9 to be satisfied (including the adoption by the stockholders completion of the Company High Yield Offering), including (i) the applicable Seller Parties obtaining the consent of the landlord as required pursuant to Section 4.1(k), (ii) the defending of any Proceedings challenging this Agreement at or the Stockholders Meeting. In case at consummation of the transactions contemplated hereby, including seeking to have any time after stay or temporary restraining order entered by any Governmental Authority vacated or reversed, and (iii) the Effective Time execution and delivery of any further action is additional instruments necessary to complete the High Yield Offering, and consummate the transactions contemplated by, and to fully carry out the purposes of of, this Agreement. Notwithstanding anything to the contrary in this Agreement, no Seller Party shall be required to pay any amounts in connection with obtaining any such consent referred to in the proper officers preceding clause (i) unless required by applicable Law or pursuant to the terms of the Real Property Lease or other agreement between such Seller Party and directors such landlord. Following the Closing, each of each party the parties hereto shall use commercially reasonable efforts agrees to take cooperate with the other parties hereto in connection with, and give such other parties the opportunity to participate in, any and all such necessary actioncommunications with any Governmental Authority with respect to regulatory matters involving the Buyer, Checksmart, any of Checksmart’s Subsidiaries, the Company or any of the Company’s Subsidiaries.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of Except as otherwise set forth in this Agreement, each of Novartis, Merger Sub and the Company agrees to Parties shall use its commercially reasonable efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby by this Agreement as promptly as practicable including, but not limited toon or prior to the Outside Date. Without limiting the generality of the foregoing, (i) no Party shall take any action, or permit any of such Party’s directors, officers, managers, members, employees, Subsidiaries and other Affiliates to take any action to diminish the preparation and filing ability of all formsany other Party to consummate, registrationsor delay any other Party’s ability to consummate, notifications and notices required the transactions contemplated hereby, including taking any action that is intended or would reasonably be expected to be filed result in any of the conditions to any other Party’s obligations to consummate the transactions contemplated hereby (including making or causing specified in Article III to not be made the filings required under the HSR Actsatisfied, the EC Merger Regulation or any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating the Parties shall (and shall cause their respective directors, officers, managers, members, employees, Subsidiaries and other Affiliates, and use their reasonable best efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives) to consult and fully cooperate with and provide reasonable assistance to each other in (A) subject to the other provisions of this Section 7.1, obtaining all necessary consents or other permission or action by, and giving all necessary notices to and making all necessary filings, meetings or appearances with and applications and submissions to, any Governmental Authority or other Person and (B) in general, consummating and making effective the transactions contemplated by this Agreement. Notwithstanding the foregoing, in no event shall Seller or the Company be obligated to pay any consent fee or other monetary inducement or other financial or other accommodation to any Person or to offer in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to the consummation of the Merger set forth in Article VIII, and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of obligations under this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of this Agreement at the Stockholders Meeting. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall use commercially reasonable efforts to take all such necessary actionSection 7.1.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of this Agreementhereof, each of Novartisthe parties hereto shall use its commercially reasonable efforts to obtain in a timely manner all necessary waivers, Merger Sub consents and the Company agrees approvals of Governmental Entities and other Persons and to effect all necessary registrations and filings, and to use its commercially reasonable efforts to take, or cause to be taken, all actions, other reasonable actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable the Transactions contemplated by this Agreement, including, but not limited without limitation, (a) cooperating in responding to inquiries from, and making presentations to, stockholders, suppliers, customers and Governmental Entities, (ib) defending against and responding to any Litigation challenging or relating to this Agreement or the Transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered, by any court or other Governmental Entity vacated or reversed, (c) cooperating in the preparation and filing of the Offer Documents and any Proxy Statement, (d) promptly making all formsregulatory filings and applications, registrations, notifications and notices including without limitation any required to be filed to consummate the transactions contemplated hereby (including making or causing to be made the filings required under the HSR ActAct and any other submissions requested by the Federal Trade Commission or Department of Justice, the EC Merger Regulation or and any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions amendments thereto as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to for the consummation of the Merger Transactions contemplated by this Agreement, (e) effecting all filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any assets, and (f) the taking of all acts reasonably necessary to cause the conditions precedent set forth in Annex A and Article VIII, and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary VIII to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of this Agreement at the Stockholders Meetingbe satisfied. In case case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party hereto to this Agreement shall use all commercially reasonable efforts to take all such necessary action. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Offer, the Merger and all other Transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of the Company’s Affiliates or Parent or any of Parent’s subsidiaries or any material portion of assets or businesses of the Company, its Subsidiaries, Parent or any of the Parent’s subsidiaries.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of this Agreement, each of NovartisParent, Merger Sub and the Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable including, but not limited to, (i) the preparation and filing of all forms, registrations, notifications registrations and notices required to be filed to consummate the transactions contemplated hereby (including making or causing to be made the filings required under the HSR Act, the EC Merger Regulation or any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters Act as promptly as practicable and in any event, with respect to the filings required under the HSR Act, event within ten Business Days fifteen (15) business days after the date of this Agreement) and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, ); (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, ; (iii) the satisfaction of the conditions to the consummation of the Merger set forth in Article VIII, ; and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of the Merger, this Agreement the other transactions contemplated by this Agreement at the Stockholders Stockholders’ Meeting. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall use commercially reasonable efforts to take all such necessary action.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of this Agreement, each of NovartisParent, Merger Sub and the Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable including, but not limited to, (i) the preparation and filing of all forms, registrations, notifications and notices required to be filed to consummate the transactions contemplated hereby (including making or causing to be made the filings required under the HSR Act, the EC Merger Regulation or any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to the consummation of the Merger set forth in Article VIII, and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of date hereof. Notwithstanding anything in this Agreement at to the Stockholders Meeting. In case at contrary, no party to this Agreement shall be required to divest itself or any time after of its Subsidiaries of any assets, including any shares of any Subsidiary in order to comply with the Effective Time any further action is necessary to carry out the purposes obligations of such party under this Agreement, the proper officers and directors of each party hereto shall use commercially reasonable efforts to take all such necessary action.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of this Agreement, each of NovartisParent, Merger Sub Purchaser and the Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable including, but not limited to, (i) the preparation and filing of all forms, registrations, notifications registrations and notices required to be filed to consummate the transactions contemplated hereby (including making or causing to be made the filings required under the HSR Act, the EC Merger Regulation or any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters Act as promptly as practicable and in any event, with respect a view to the filings required under the HSR Act, completion within ten five (5) Business Days after the date of this Agreement) and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, ; (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, ; (iii) the satisfaction of the conditions to the consummation of the Merger set forth in Article VIII, ARTICLE IX; and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of the Merger, this Agreement the other transactions contemplated by this Agreement at the Company Stockholders Meeting. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall use commercially reasonable efforts to take all such necessary action.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of set forth in this Agreement, each of Novartis, Merger Sub and the Company Parent agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the Company in doing, all things necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby as promptly as practicable hereby, including, but not limited to, (i) the preparation and filing obtaining of all formsnecessary actions or nonactions, registrationswaivers, notifications consents and notices required approvals from Government authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to be filed obtain an approval or waiver from, or to avoid an action or proceeding by, any Government, (ii) timely making all necessary filings under the HSR Act, (iii) the performance of Parent’s obligations under this Agreement, (iv) the obtaining of all necessary consents, approvals or waivers from third parties, (v) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Government vacated or reversed, and (vi) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby (including making or causing and to be made the filings required under the HSR Act, the EC Merger Regulation or any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to the consummation of the Merger set forth in Article VIII, and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of this Agreement at the Stockholders Meeting. In case at any time after the Effective Time any further action is necessary to fully carry out the purposes of this Agreement; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to (A) proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the proper officers and directors Company or any of each party hereto shall use commercially reasonable efforts their respective Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Company of any of their assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take all any of the foregoing actions), (B) agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such necessary actionassets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Company, or (C) waive any condition to the obligation of Parent and Acquisition Subsidiary to proceed with the Closing as set forth in Section 7.3.

Commercially Reasonable Efforts; Cooperation. (a) Upon Each of the terms parties has agreed to use its commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and subject approvals of Governmental Entities and other Persons and to the conditions of this Agreementeffect all necessary registrations and filings, each of Novartis, Merger Sub and the Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, other reasonable actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable the Transactions contemplated by the Merger Agreement, including, but not limited without limitation, (a) cooperating in responding to inquiries from, and making presentations to, stockholders, suppliers, customers and Governmental Entities, (ib) defending against and responding to any Litigation challenging or relating to the Merger Agreement or the Transactions contemplated thereby, including seeking to have any stay or temporary restraining order entered, by any court or other Governmental Entity vacated or reversed, (c) cooperating in the preparation and filing of the Offer Documents and any Proxy Statement, (d) promptly making all formsregulatory filings and applications, registrations, notifications and notices including without limitation any required to be filed to consummate the transactions contemplated hereby (including making or causing to be made the filings required under the HSR ActAct and any other submissions requested by the Federal Trade Commission or Department of Justice, the EC Merger Regulation or and any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions amendments thereto as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to for the consummation of the Transactions contemplated by the Merger set forth Agreement, (e) effecting all filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in Article VIIIwhich the Company or any of its subsidiaries conducts any business or owns any assets, and (ivf) the execution taking of any additional instruments, including the Certificate of Merger, all acts reasonably necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company conditions precedent described in Section 15 of this Agreement at the Stockholders MeetingOffer to Purchase to be satisfied. In case case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this the Merger Agreement, the proper officers and directors of each party hereto to the Merger Agreement shall use all commercially reasonable efforts to take all such necessary action. Notwithstanding the foregoing, in connection with any filing or submission or other action required to be made or taken by any party to effect the Offer, the Merger and all other Transactions contemplated thereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of the Company’s Affiliates or Parent or any of Parent’s subsidiaries or any material portion of assets or businesses of the Company, its Subsidiaries, Parent or any of the Parent’s subsidiaries.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of this Agreementhereof, each of Novartisthe parties hereto shall use its commercially reasonable efforts to obtain in a timely manner all necessary waivers, Merger Sub consents and the Company agrees approvals of Governmental Entities or other Persons and to effect all necessary registrations and filings, and to use its commercially reasonable efforts to take, or cause to be taken, all actions, other reasonable actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable the transactions contemplated by this Agreement, including, but not limited without limitation, (a) cooperating in responding to inquiries from, and making presentations to, shareholders, suppliers, franchisees, customers and regulatory authorities, (ib) defending against and responding to any Litigation challenging or relating to this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered, by any court or other Governmental Entity vacated or reversed, (c) cooperating in the preparation and filing of the Proxy Statement, (d) promptly making all formsregulatory filings and applications, registrations, notifications and notices including without limitation any required to be filed to consummate the transactions contemplated hereby (including making or causing to be made the filings required under the HSR Act, the EC Merger Regulation or and any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions amendments thereto as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to for the consummation of the Merger transactions contemplated by this Agreement and (e) the taking of all acts reasonably necessary to cause the conditions precedent set forth in Article VIIIV to be satisfied. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the all other transactions contemplated hereby. Subject , Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the terms and conditions reasonable discretion of this Agreement and the applicable provisions Parent, limits its freedom of action with respect to, or its ability to retain, Company or any of Company’s Affiliates or Parent or any of Parent’s subsidiaries or any material portion of assets or Businesses of Company, its Subsidiaries, Parent or any of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of this Agreement at the Stockholders Meeting. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall use commercially reasonable efforts to take all such necessary actionParent’s subsidiaries.

Commercially Reasonable Efforts; Cooperation. (a) Upon No Inconsistent Action ------------------------------------------------------------------------- Subject to the terms and subject to the conditions of this Agreementhereof, each of Novartis, Merger Sub Seller and the Company agrees Purchaser agree to use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable including, but not limited to, (i) by this Agreement and the preparation Transaction Documents and filing of all forms, registrations, notifications and notices required to be filed cause the conditions to consummate each party's obligation to close the transactions contemplated hereby (including making or causing to be made the filings required under the HSR Act, the EC Merger Regulation or any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to the consummation of the Merger set forth in Article VIIIVIII to be satisfied, including, without limitation, obtaining all Consents, including licenses, certificates, permits, approvals, clearances, expirations or terminations of applicable waiting periods, authorizations, qualifications and orders, and (iv) the execution compliance with any Law or Order of any additional instrumentsPUC, including Health Agency or other Governmental Authority listed on Schedule 8.1 and to ------------ obtain all other Consents described and defined in Section 4.3 or listed on Schedule 4.3 (it being understood that the Certificate of Merger, necessary failure to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to obtain any such Consents ------------ shall not cause the Effective Time condition set forth in Section 8.3(b) to occur as soon as practicable after be deemed not to be satisfied but may form the adoption by the stockholders of the Company of basis for indemnification rights under this Agreement at the Stockholders MeetingAgreement). In case at any From time to time after the Effective Time any date hereof, without further action is necessary consideration, Seller shall, at its own expense, execute and deliver such documents to carry out Purchaser as Purchaser may reasonably request in order more effectively to vest in Purchaser good title to the purposes Purchased Assets. From time to time after the date hereof, Purchaser shall, at its own expense, execute and deliver such documents to Seller as Seller may reasonably request in order to more effectively consummate the sale of the Purchased Assets pursuant to this Agreement, the proper officers and directors of each party hereto shall use commercially reasonable efforts to take all such necessary action.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of this Agreementhereof, each of Novartisthe Parties hereto shall use its commercially reasonable efforts to obtain in a timely manner all necessary waivers, Merger Sub consents and the Company agrees approvals and to effect all necessary registrations and filings, and shall use its commercially reasonable efforts to take, or cause to be taken, all actions, other actions and to do, or cause to be done, all other things necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable the transactions contemplated by this Agreement, including, but not limited without limitation, (a) cooperating in responding to inquiries from, and making requests and presentations to, stockholders, customers, suppliers, regulatory authorities and other third parties, (ib) cooperating in the preparation and filing of the Proxy Statement and (c) promptly making all forms, registrations, notifications regulatory filings and notices required to be filed to consummate the transactions contemplated hereby (including making or causing to be made the filings required under the HSR Act, the EC Merger Regulation or applications and any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions amendments thereto as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to for the consummation of the Merger set forth transactions contemplated by this Agreement; provided, however, that (i) nothing in Article VIII, and this Section 4.06 shall require a Party to (ivx) the execution of respond to or defend against any additional instruments, including the Certificate of Merger, necessary Litigation challenging or relating to consummate this Agreement or the transactions contemplated hereby. Subject , including seeking to have any stay or temporary restraining order entered, by any court or other Governmental Entity vacated or reversed, or (y) divest or otherwise transfer or assign any material assets or cease any material business activities as a condition of the terms and conditions approval of this Agreement transaction by any Governmental Entity, and (ii) if the applicable provisions Company is unable to obtain consents to assignment of the DGCLSponsored Research Agreements prior to Closing, each party hereto agrees Purchaser shall hold the biological tissue samples provided pursuant to such agreements in escrow (and shall not make use commercially of such tissue samples until such consents are obtained) and Company and Purchaser will continue for a reasonable efforts period after Closing to cause attempt in good faith to obtain such consents to assignment, or such earlier time as Company determines it is unable to obtain such consents (but in no event shall Company be required to pursue such consents for more than ninety (90) days after Closing) and if Company or Purchaser determine that they will be unable to obtain such consents, then either Purchaser or Company may require such tissue samples be removed and destroyed and after such removal and destruction Purchaser shall certify such removal and destruction to Company; provided, however, that Purchaser will not be required to (A) remove and destroy in excess of five percent (5%) of such tissue samples contained in the Effective Time to occur Biorepository as soon as practicable after of the adoption by date of Closing at the stockholders direction of the Company or (B) hold in escrow in excess of this Agreement at ten percent (10%) of such tissue samples contained in the Stockholders Meeting. In case at any time after Biorepository as of the Effective Time any further action is necessary to carry out the purposes date of this Agreement, the proper officers and directors of each party hereto shall use commercially reasonable efforts to take all such necessary actionClosing.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions set forth in this Letter of this AgreementTransmittal, each of Novartis, Merger Sub and the Company Stockholder agrees to use his, her or its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent, Acquisition Subsidiary and the Company in doing, all things necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby as promptly as practicable and by the Merger Agreement, including, but not limited to, (i) the preparation and filing obtaining of all formsnecessary actions or nonactions, registrationswaivers, notifications consents and notices approvals from Government authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Government, (ii) timely making all necessary filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (iii) the performance of the Company’s obligations under the Merger Agreement, (iv) the obtaining of all necessary consents, approvals or waivers from third parties; provided, however, that in no event shall the Stockholder be required to be filed pay any amount of money in order to obtain such third party consent, (v) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Letter of Transmittal or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Government vacated or reversed, and (vi) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby (including making or causing and to be made the filings required under the HSR Act, the EC Merger Regulation or any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to the consummation of the Merger set forth in Article VIII, and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of this Agreement at the Stockholders Meeting. In case at any time after the Effective Time any further action is necessary to fully carry out the purposes of this Letter of Transmittal and the Merger Agreement. In consummating the Merger and the other transactions contemplated hereby and by the Merger Agreement, the proper officers and directors of each party hereto Stockholder shall use commercially reasonable efforts to take comply with all such necessary actionapplicable Laws.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of set forth in this Agreement, each of Novartis, Merger Sub and the Company Parties agrees to act in good faith and to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable on its part under this Agreement applicable laws and any applicable Laws regulations to consummate and make effective effective, in the most expeditious manner practicable, the Asset Sale and the other transactions contemplated hereby as promptly as practicable includingby this Agreement, but not limited to, including (i) the preparation and filing obtaining of all formsnecessary actions or non-actions, registrationswaivers, notifications consents and notices required to be filed to consummate approvals from Governmental Entities and the transactions contemplated hereby (including making or causing to be made the of all necessary registrations and filings required under the HSR Act, the EC Merger Regulation or any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions all steps as are may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing obtaining of any such formsall necessary consents, registrations and notices (approvals or waivers from third parties, including, with respect to without limitation, the party hereto making a filing, providing copies of all such documents to FCC Consents and the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental EntityState PUC Consents, (iii) the satisfaction defending of the conditions to any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger set forth in Article VIIItransactions contemplated hereby, and including seeking to have any stay or temporary restraining order prohibiting or otherwise restraining the consummation of the transactions contemplated hereby entered by any court or other Governmental Entity vacated or reversed, (iv) the satisfaction of the closing conditions applicable to the Parties in Article VI prior to the Closing Date and (v) the execution and delivery of any additional instruments, including the Certificate of Merger, certificates and other documents necessary or advisable to consummate the transactions contemplated hereby. Subject by, and to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of this Agreement at the Stockholders Meeting. In case at any time after the Effective Time any further action is necessary to fully carry out the purposes of of, this Agreement; provided, however, that Mpower shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which Mpower in its sole discretion may deem adverse to the interests of Mpower, the proper officers and directors of each party hereto shall use commercially reasonable efforts to take all such necessary actionPurchased Assets or the Purchased Business.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of this Agreement, each of Novartisthe parties to this Agreement shall use its commercially reasonable efforts to obtain in a timely manner all necessary waivers, Merger Sub consents and the Company agrees approvals of Governmental Entities or other Persons and to effect all necessary registrations and filings, and to use its commercially reasonable efforts to take, or cause to be taken, all actions, other reasonable actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable includingthe Transactions, but not limited including (a) cooperating in responding to inquiries from, and making presentations to, shareholders, suppliers, customers and regulatory authorities, (ib) defending against and responding to any Litigation challenging or relating to this Agreement or the Transactions, including seeking to have any stay or temporary restraining order entered, by any court or other Governmental Entity vacated or reversed, (c) cooperating in the preparation and filing of the Proxy Statement, (d) promptly making all formsregulatory filings and applications, registrations, notifications and notices including any required to be filed to consummate the transactions contemplated hereby (including making or causing to be made the filings required under the HSR Act, and any amendments thereto as are necessary for the EC Merger Regulation or any applicable Laws consummation of the Transactions and (e) the taking of all acts reasonably necessary to cause the conditions precedent set forth in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect Article V to be satisfied. Notwithstanding anything herein to the filings required contrary, in connection with filing under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions as are necessary if any, or any other filing or submission or other action required to obtain any requisite approvals, consents, orders, exemptions be made or waivers taken by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to the consummation of effect the Merger set forth in Article VIII, and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the all other transactions contemplated hereby. Subject , Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the terms and conditions reasonable discretion of this Agreement and the applicable provisions Parent, A28 limits its freedom of action with respect to, or its ability to retain, Company or any of Company's Affiliates or Parent or any of Parent's subsidiaries or any material portion of assets or businesses of Company, its Subsidiaries, Parent or any of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of this Agreement at the Stockholders Meeting. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall use commercially reasonable efforts to take all such necessary actionParent's subsidiaries.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms Seller and subject to the conditions of this Agreement, each of Novartis, Merger Sub and the Company agrees to Purchaser -------------------------------------------- shall use its all commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable on its part appropriate under this Agreement applicable laws and any applicable Laws regulations to consummate and make effective the Asset Sale and other transactions contemplated hereby by this Agreement, including without limitation (a) promptly filing Notification and Report Forms under the HSR Act with the Federal Trade Commission and the Antitrust Division of the Department of Justice and responding as promptly as practicable including, but not limited toto any inquiries received from such Government Bodies for additional information or documentation, (ib) promptly requesting the preparation Government to recognize Purchaser as successor in interest in and filing to Seller's contracts with the Government and providing all information and documentation required by or requested under Subpart 42.1204 of the FAR to enable the Government to determine whether to enter into the Novation Agreements, (c) obtaining all formsother necessary governmental or private party consents, registrationsapprovals or waivers and (d) obtaining stockholder approval of the Asset Sale at the special meeting of stockholders of Seller to be called and held to vote upon the Merger Agreement and the Asset Sale (including any adjournment or postponement thereof, notifications the "Special Meeting"). Without limiting the generality of the foregoing, Purchaser shall promptly provide to Seller any and notices all information regarding Purchaser, its business, subsidiaries and affiliates that Seller determines, in consultation with its legal counsel, is required to be filed to consummate the transactions contemplated hereby (including making disclosed or causing appropriate to be made included in the filings required under Proxy Statement. Each of Purchaser and Seller shall promptly notify the HSR Act, other of the EC Merger Regulation occurrence or any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in non-occurrence of any event, with respect the occurrence or non-occurrence of which would be likely to cause any condition to the filings required under obligations of the HSR Act, within ten Business Days after notifying party to effect the date Asset Sale not to be fulfilled. Each of this Agreement) Seller and Purchaser also shall give the taking other prompt notice of any communication from any person alleging that the consent of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions person is or waivers by any third party or Governmental Entity, (ii) cooperating with the other may be required in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions Asset Sale or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to the consummation of the Merger set forth in Article VIII, and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the other transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of this Agreement at the Stockholders Meeting. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall use commercially reasonable efforts to take all such necessary action.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of this Agreementhereof, each of Novartisthe parties hereto shall use its commercially reasonable efforts to obtain in a timely manner all necessary waivers, Merger Sub consents and the Company agrees approvals of Governmental Entities and other Persons and to effect all necessary registrations and filings, and to use its commercially reasonable efforts to take, or cause to be taken, all actions, other reasonable actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable the Transactions contemplated by this Agreement, including, but not limited without limitation, (a) cooperating in responding to inquiries from, and making presentations to, stockholders, suppliers, customers and Governmental Entities, (ib) defending against and responding to any Litigation challenging or relating to this Agreement or the Transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered, by any court or other Governmental Entity vacated or reversed, (c) cooperating in the preparation and filing of the Offer Documents and any Proxy Statement, (d) promptly making all formsregulatory filings and applications, registrations, notifications and notices including without limitation any required to be filed to consummate the transactions contemplated hereby (including making or causing to be made the filings required under the HSR ActAct and any other submissions requested by the Federal Trade Commission or Department of Justice, the EC Merger Regulation or and any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions amendments thereto as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to for the consummation of the Merger Transactions contemplated by this Agreement, (e) effecting all filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any assets, and (f) the taking of all acts reasonably necessary to cause the conditions precedent set forth in Annex A and Article VIII, and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary VIII to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of this Agreement at the Stockholders Meetingbe satisfied. In case case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party hereto to this Agreement shall use all commercially reasonable efforts to take all such necessary action. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Offer, the Merger and all other Transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of the Company's Affiliates or Parent or any of Parent's subsidiaries or any material portion of assets or businesses of the Company, its Subsidiaries, Parent or any of the Parent's subsidiaries.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of this Agreement, each of Novartisthe parties to this Agreement shall use its commercially reasonable efforts to obtain in a timely manner all necessary waivers, Merger Sub consents and the Company agrees approvals of Governmental Entities or other Persons and to effect all necessary registrations and filings, and to use its commercially reasonable efforts to take, or cause to be taken, all actions, other reasonable actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable includingthe Transactions, but not limited including (a) cooperating in responding to inquiries from, and making presentations to, shareholders, suppliers, customers and regulatory authorities, (ib) defending against and responding to any Litigation challenging or relating to this Agreement or the Transactions, including seeking to have any stay or temporary restraining order entered, by any court or other Governmental Entity vacated or reversed, (c) cooperating in the preparation and filing of the Proxy Statement, (d) promptly making all formsregulatory filings and applications, registrations, notifications and notices including any required to be filed to consummate the transactions contemplated hereby (including making or causing to be made the filings required under the HSR Act, and any amendments thereto as are necessary for the EC Merger Regulation or any applicable Laws consummation of the Transactions and (e) the taking of all acts reasonably necessary to cause the conditions precedent set forth in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect Article V to be satisfied. Notwithstanding anything herein to the filings required contrary, in connection with filing under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions as are necessary if any, or any other filing or submission or other action required to obtain any requisite approvals, consents, orders, exemptions be made or waivers taken by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to the consummation of effect the Merger set forth in Article VIII, and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the all other transactions contemplated hereby. Subject , Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the terms and conditions reasonable discretion of this Agreement and the applicable provisions Parent, limits its freedom of action with respect to, or its ability to retain, Company or any of Company's Affiliates or Parent or any of Parent's subsidiaries or any material portion of assets or businesses of Company, its Subsidiaries, Parent or any of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of this Agreement at the Stockholders Meeting. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall use commercially reasonable efforts to take all such necessary actionParent's subsidiaries.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions of set forth in this Agreement, each of Novartis, Merger Sub and the Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent and Acquisition Subsidiary in doing, all things necessary, proper or advisable on its part under this Agreement and any applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby as promptly as practicable hereby, including, but not limited to, (i) the preparation and filing obtaining of all formsnecessary actions or nonactions, registrationswaivers, notifications consents and notices approvals from Government authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Government, (ii) timely making all necessary filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”), (iii) the performance of the Company’s obligations under this Agreement, (iv) the obtaining of all necessary consents, approvals or waivers from third parties; provided, however, that in no event shall the Company be required to be filed pay any amount of money or waive any existing right in order to obtain any necessary third party consent, (v) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Government vacated or reversed, and (vi) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby (including making or causing and to be made the filings required under the HSR Act, the EC Merger Regulation or any applicable Laws in other foreign jurisdictions governing antitrust or merger control matters as promptly as practicable and in any event, with respect to the filings required under the HSR Act, within ten Business Days after the date of this Agreement) and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) cooperating with the other in connection with the preparation and filing of any such forms, registrations and notices (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with obtaining any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) the satisfaction of the conditions to the consummation of the Merger set forth in Article VIII, and (iv) the execution of any additional instruments, including the Certificate of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provisions of the DGCL, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the adoption by the stockholders of the Company of this Agreement at the Stockholders Meeting. In case at any time after the Effective Time any further action is necessary to fully carry out the purposes of this Agreement; provided, however, that nothing in this Agreement shall require, or be construed to require, the proper officers Company to waive any condition to its obligation to proceed with the Closing as set forth in Section 7.2. In consummating the Merger and directors the other transactions contemplated hereby, the Company shall comply with all applicable Laws. Notwithstanding anything to the contrary herein, if the lessor or licensor under any lease of each party hereto real property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding this Agreement, the payment of a consent fee or other consideration (including increased rent payments), Parent shall use commercially reasonable efforts to take be solely responsible for making all such necessary actionpayments.