Common use of Conduct of Business by the Company Clause in Contracts

Conduct of Business by the Company. Except (i) as expressly contemplated by this Agreement (ii) as required by Law, or (iii) as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective Time, the Company shall conduct its business and shall cause its Subsidiaries’ business to be conducted in all material respects in the ordinary course consistent with past practice, and shall use commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service of its and its Subsidiaries’ current officers and employees, and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, and licensees. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective Time, the Company shall not, and shall not permit its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company. Except (i) as expressly contemplated consented to by this Agreement (ii) as required by Law, or (iii) as described Parent in Section 5.1 of the Company Disclosure Schedulewriting, during the period from the date hereof to of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company shall conduct its business and shall cause its Subsidiaries’ subsidiaries to carry on their respective business to be conducted in all material respects in the usual, regular and ordinary course consistent with past practicepractice and in compliance in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, and shall to pay or perform other obligations when due, and, to use commercially best reasonable efforts to preserve intact its and its Subsidiaries’ their current business organizations, to keep available the service services of its and its Subsidiaries’ their current officers and employees, employees and preserve its and its Subsidiaries’ their relationships with customersthose persons having business dealings with them, suppliers, licensors, all with the goal of preserving unimpaired its goodwill and licenseesongoing businesses at the Effective Time. Without limiting the generality of the foregoing, except senior officers of Parent and the Company shall meet on a regular basis to review the financial and operational affairs of the Company and its subsidiaries, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as expressly contemplated by this Agreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective TimeAgreement, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed)::

Conduct of Business by the Company. Except (i) as expressly contemplated by this Agreement (ii) as required by Law, or (iii) as described in Section 5.1 of the Company Disclosure Schedule, during During the period from the date hereof of this Agreement to the Effective Time, except as set forth in Section 4.01(a) of the Company shall conduct its business Disclosure Schedule or as consented to in writing in advance by Parent or as otherwise permitted pursuant to Section 4.01(a)(i) through (xv) of this Agreement, the Company shall, and shall cause each of its Subsidiaries’ Subsidiaries to, carry on its business to be conducted in all material respects in the ordinary course consistent with past practicepractice and as currently proposed by the Company to be conducted prior to the Closing and in compliance in all material respects with all applicable Legal Provisions and, and shall to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service services of its current officers, employees and its Subsidiaries’ current officers and employees, consultants and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, licensees, distributors and licenseesothers having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without In addition to and without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a) of the Company Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries to, without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):consent:

Conduct of Business by the Company. Except During the period from the date of this Agreement to the Effective Time and except (i) as expressly contemplated by this Agreement to the extent Parent shall otherwise consent in writing (which consent will not be unreasonably withheld), (ii) as required by Law, set forth in the Company Disclosure Schedule or (iii) as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective Timecontemplated or permitted by or not inconsistent with this Agreement, the Company shall conduct carry on its business and shall cause its Subsidiaries’ business to be conducted in all material respects businesses in the ordinary course consistent with past practicethe manner as heretofore conducted and, and shall to the extent consistent therewith, use commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizationsorganization, keep available the service services of its and its Subsidiaries’ current officers and employees, employees and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, licensees, distributors and licenseesothers having business dealings with it. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as described set forth in Section 5.1 of the Company Disclosure ScheduleSchedule or as contemplated or permitted by or not inconsistent with this Agreement, during the period from the date hereof of this Agreement to the Effective Time, the Company shall not, and shall not permit its Subsidiaries to, without the prior written consent of Parent (which consent shall will not be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company. Except (i) as expressly contemplated by this Agreement (ii) as required by Law, or (iii) as described in Section 5.1 of the Company Disclosure Schedule, during During the period from the date hereof of this Agreement to the Effective Time, the Company shall conduct its business shall, and shall cause each of its Subsidiaries’ Subsidiaries to, carry on its business to be conducted in all material respects in the ordinary course consistent with past practicepractice and comply with all applicable Laws in all material respects, and shall and, to the extent consistent therewith, use commercially its reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service services of its current officers, employees and its Subsidiaries’ current officers and employees, consultants and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, licensees, distributors and licenseesothers having business dealings with it with the intention that its goodwill and ongoing business shall not be materially impaired at the Effective Time. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as provided in Section 5.01(a) of the Company Disclosure Letter and except as expressly contemplated by this Agreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective TimeAgreement, the Company shall not, and shall not permit any of its Subsidiaries to, without the Parent’s prior written consent of Parent (consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed)::

Conduct of Business by the Company. Except (i) as expressly contemplated permitted by this Agreement, from the date of this Agreement (ii) as required by Lawto the Effective Time, or (iii) as described in Section 5.1 each of the Company Disclosure Scheduleand its Subsidiaries shall conduct its business in the usual, during regular and ordinary course of business and in substantially the period same manner as previously conducted and use its reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Each of the Company and its Subsidiaries shall maintain its assets and all parts thereof in as good working order and condition as at present, ordinary wear and tear excepted, consistent with past practice, and shall maintain in full force and effect current insurance policies or other comparable insurance coverage with respect to the assets and potential liabilities thereof. In addition, and without limiting the generality of the foregoing, except for conduct otherwise expressly permitted by this Agreement, from the date hereof of this Agreement to the Effective Time, the Company shall conduct its business not and shall cause its Subsidiaries’ business to be conducted in all material respects in the ordinary course consistent with past practice, and shall use commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service of its and its Subsidiaries’ current officers and employees, and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, and licensees. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective Time, the Company shall not, and it shall not permit any of its Subsidiaries to, to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business by the Company. Except (i) as expressly contemplated by this Agreement (ii) as required by Law, or (iii) as described in Section 5.1 of the Company Disclosure Schedule, during During the period from the date hereof of this Agreement to the Effective Time, the Company shall conduct its business shall, and shall cause each of its Subsidiaries’ Subsidiaries to, use its commercially reasonable efforts to carry on its business to be conducted in all material respects in the ordinary course consistent with past practicepractice and comply with all applicable Laws in all material respects, and shall and, to the extent consistent therewith, use its commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service services of its current officers, employees and its Subsidiaries’ current officers and employees, consultants and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, licensees, distributors and licenseesothers having business dealings with it. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof of this Agreement to the Effective Time, except as provided in Section 5.1(a) of the Company Disclosure Letter, as otherwise expressly contemplated by this Agreement, or as may be required to comply with applicable Law or any Contract of the Company or any of its Subsidiaries that has been disclosed in the Company Disclosure Letter) the Company shall not, and shall not permit any of its Subsidiaries to, without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed):

Conduct of Business by the Company. Except (i) as expressly contemplated by Pending the Closing. Between the date of this Agreement (ii) and the earlier of the Effective Time and the termination of this Agreement in accordance with Article 7, except as required by Law, or (iii) as described set forth in Section 5.1 of the Company Disclosure ScheduleSchedule or as otherwise expressly required by any other provision of this Agreement or by applicable Law, during or with the period from the date hereof prior written consent of Parent (not to the Effective Timebe unreasonably withheld, conditioned or delayed), the Company shall will, (i) conduct its business and shall cause its Subsidiaries’ business to be conducted in all material respects operations only in the ordinary course consistent with past practiceof business, and shall (ii) use its commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service services of its the current officers, employees and its Subsidiaries’ consultants of the Company and to preserve the goodwill and current officers and employees, and preserve its and its Subsidiaries’ relationships of the Company with customers, suppliers, licensors, suppliers and licenseesother Persons with which the Company has business relations. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as described set forth in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective TimeSchedule or as otherwise expressly required by any other provision of this Agreement or by applicable Law, the Company shall not, between the date of this Agreement and shall not permit its Subsidiaries tothe earlier of the Effective Time and the termination of this Agreement in accordance with Article 7, directly or indirectly, take any of the following actions without the prior written consent of Parent (which consent shall not to be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company. Except as expressly permitted by clauses (i) as expressly contemplated by through (xvi) of this Agreement (ii) as required by Law, or (iii) as described in Section 5.1 of the Company Disclosure Schedule4.1(a), during the period from the date hereof to of this Agreement through the Effective Time, the Company shall conduct its business shall, and shall cause each of its Subsidiaries’ business to be conducted Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent with past practicetherewith, and shall use commercially reasonable best efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service services of its and its Subsidiaries’ current officers and employees, employees and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, suppliers and licenseesothers having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as described set forth in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof Letter (with specific reference to the Effective Timeapplicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed):

Conduct of Business by the Company. Except (i) as expressly contemplated by this Agreement (ii) as required by Law, or (iii) as described in Section 5.1 of the Company Disclosure Schedule, during During the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company agrees (except to the extent that Parent shall conduct otherwise consent in writing) to carry on its business and shall to cause its Subsidiaries’ the Subsidiaries to carry on their business to be in the ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects in the ordinary course with all applicable laws and regulations, to pay their debts and Taxes when due (subject to good faith disputes over such debts or Taxes), to pay or perform other material obligations when due, and to use all reasonable efforts consistent with past practice, practice and shall use commercially reasonable efforts policies to preserve intact its and its Subsidiaries’ current their present business organizations, keep available the service services of its and its Subsidiaries’ current their present officers and key employees, and preserve its and its Subsidiaries’ their relationships with customers, suppliers, distributors, licensors, licensees, and licensees. Without limiting others having business dealings with them, all with the generality goal of preserving unimpaired the goodwill and ongoing businesses of the foregoingCompany and the Subsidiaries at the Effective Time. The Company shall promptly notify Parent of any event which materially adversely affects the Company, except any Subsidiary, or their businesses. Except as expressly contemplated by this Agreement or as described disclosed in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective TimeSchedule 4.1, the Company shall not, and shall not permit its Subsidiaries any Subsidiary to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business by the Company. Except (i) as for matters expressly permitted or contemplated by this Agreement or unless Parent shall otherwise consent in writing (ii) as required by Lawwhich consent shall not be unreasonably withheld, conditioned or (iii) as described in Section 5.1 of the Company Disclosure Scheduledelayed), during the period from the date hereof of this Agreement to the Effective Time the Company shall conduct its business in the ordinary and usual course of business and use commercially reasonable efforts to preserve intact its current business organization, continue its research and development activities, keep available the services of its officers and employees and maintain its relationships with material customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters expressly permitted or contemplated by this Agreement, in connection with drawing from the Company Line of Credit pursuant to its terms, from the date of this Agreement to the Effective Time, the Company shall conduct its business and shall cause its Subsidiaries’ business to be conducted in all material respects in the ordinary course consistent with past practice, and shall use commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service of its and its Subsidiaries’ current officers and employees, and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, and licensees. Without limiting the generality not do any of the foregoing, except as expressly contemplated by this Agreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective Time, the Company shall not, and shall not permit its Subsidiaries to, following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company. Except (i) as expressly contemplated by this Agreement (ii) as required by Law, or (iii) as described in Section 5.1 of the Company Disclosure Schedule, during During the period from the date hereof of this Agreement to the Effective Time, except as set forth in Section 4.01(a) of the Company shall conduct its business Disclosure Schedule or as consented to in writing in advance by Parent or as expressly permitted pursuant to this Section 4.01(a)(i) through (xvi) or otherwise pursuant to this Agreement, the Company shall, and shall cause each of its Subsidiaries’ Subsidiaries to, carry on its business to be conducted in all material respects in the ordinary course consistent with past practicepractice (including in respect of research and development activities and programs) and in compliance in all material respects with all applicable laws, rules, regulations and shall treaties and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service services of its current officers, employees and its Subsidiaries’ current officers and employees, consultants and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, licensees, distributors and licenseesothers having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without In addition to and without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a) of the Company Disclosure Schedule or as otherwise expressly permitted pursuant to this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):consent:

Conduct of Business by the Company. Except (i) as expressly contemplated by this Agreement (ii) as required by Law, or (iii) as described in Section 5.1 of the Company Disclosure Schedule, during During the period from the date hereof of this Agreement to the Effective Time, the Company shall conduct its business shall, and shall cause each of its Subsidiaries’ Subsidiaries to, carry on its business to be conducted in all material respects in the ordinary course consistent with past practicepractice and comply with all applicable Laws in all material respects, and shall and, to the extent consistent therewith, use commercially its reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service services of its current officers, employees and its Subsidiaries’ current officers and employees, consultants and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, licensees, distributors and licenseesothers having business dealings with it with the intention that its goodwill and ongoing business shall not be materially impaired at the Effective Time. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof of this Agreement to the Effective Time, except (i) as provided in Section 5.01(a) of the Company Disclosure Letter, (ii) as expressly contemplated by this Agreement, (iii) as may be required in order to divest the Company of the Aggrastat product or (iv) as necessary in connection with the satisfaction and termination of the Company’s obligations to Xxxx Royalty Fund, the Company shall not, and shall not permit any of its Subsidiaries to, without the Parent’s prior written consent of Parent (consent, which consent shall not be sought and obtained unless consistent with applicable antitrust Law and which shall not be unreasonably withheld, conditioned withheld or delayed)::

Conduct of Business by the Company. Except (i) as expressly contemplated by this Agreement (ii) as required by Law, or (iii) as described in Section 5.1 of the Company Disclosure Schedule, during During the period from the date hereof of this Agreement to the Effective Time, the Company shall conduct its business shall, and shall cause each of its Subsidiaries’ Subsidiaries to, carry on its business to be conducted in all material respects in the ordinary course consistent with past practicepractice (including in respect of research and development activities and programs) and in compliance in all material respects with all applicable laws, regulations and shall treaties and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service services of its current officers, employees and its Subsidiaries’ current officers and employees, consultants and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, licensees, distributors and licenseesothers having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time, except as set forth in Section 4.01(a) of the Company Disclosure Letter. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed):

Conduct of Business by the Company. Except (i) as expressly contemplated by this Agreement (ii) as required by Law, or (iii) as described in Section 5.1 of the Company Disclosure Schedule, during During the period from the date hereof of this Agreement to the Effective Time, the Company shall conduct its business shall, and shall cause each of its Subsidiaries’ Subsidiaries to, carry on its business to be conducted in all material respects in the ordinary course consistent with past practicepractice and comply with all applicable Laws in all material respects, and shall and, to the extent consistent therewith, use commercially its reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service services of its current officers, employees and its Subsidiaries’ current officers and employees, consultants and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, licensees, distributors and licenseesothers having business dealings with it with the intention that its goodwill and ongoing business shall not be materially impaired at the Effective Time. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof of this Agreement to the Effective Time, except (i) as provided in Section 5.01(a) of the Company Disclosure Letter, (ii) as expressly contemplated by this Agreement, (iii) as may be required in order to divest the Company of the Aggrastat product or (iv) as necessary in connection with the satisfaction and termination of the Company’s obligations to Pxxx Royalty Fund, the Company shall not, and shall not permit any of its Subsidiaries to, without the Parent’s prior written consent of Parent (consent, which consent shall not be sought and obtained unless consistent with applicable antitrust Law and which shall not be unreasonably withheld, conditioned withheld or delayed)::

Conduct of Business by the Company. Except (i) as expressly contemplated by During the period from the date of this Agreement (ii) to the Effective Time, except as required by Law, or (iii) as described set forth in Section 5.1 4.01(a) of the Company Disclosure ScheduleSchedule or as consented to in writing in advance by Parent or as otherwise permitted pursuant to Section 4.01(a)(i) through (xiv) of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business (including making maintenance expenditures) in the ordinary course consistent with past practice and in compliance in all material respects with all applicable laws, rules, regulations and treaties and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers and others having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition to and without limiting the generality of the foregoing, during the period from the date hereof of this Agreement to the Effective Time, the Company shall conduct its business and shall cause its Subsidiaries’ business to be conducted in all material respects in the ordinary course consistent with past practice, and shall use commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service of its and its Subsidiaries’ current officers and employees, and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, and licensees. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as described otherwise set forth in Section 5.1 4.01(a) of the Company Disclosure Schedule, during the period from the date hereof Schedule or as otherwise expressly permitted by or required pursuant to the Effective Timethis Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):consent: