Common use of Conduct of Business During Interim Period Clause in Contracts

Conduct of Business During Interim Period. (a) Except as contemplated or required by this Agreement or as expressly consented to in writing by ALZA, during the period from the date of this Agreement to the Effective Time, each of SEQUUS and its Subsidiaries will (i) conduct its operations in all material respects according to its ordinary and usual course of business consistent with past practice, (ii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (iii) not take any action which could reasonably be expected to adversely affect its ability to consummate the Merger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, and except as otherwise contemplated by or expressly provided in this Agreement or Section 5.1 of the SEQUUS Disclosure Statement, prior to the Effective Time neither SEQUUS nor any of its Subsidiaries will, without the prior written consent of ALZA, directly or indirectly, do any of the following:

Conduct of Business During Interim Period. (a) Except During the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, each of Visionics and the Visionics Subsidiaries and Identix and the Identix Subsidiaries, except as contemplated or required by this Agreement or as expressly consented to in writing by ALZAthe other party, during the period from the date of this Agreement to the Effective Time, each of SEQUUS and its Subsidiaries will (i) conduct its respective operations in all material respects according to its ordinary and usual course of business and consistent with past practicepractices, (ii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (iii) not take any action which could reasonably be expected to would adversely affect its ability to consummate the Merger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, and except as otherwise contemplated by or expressly provided in this Agreement or Section 5.1 of the SEQUUS Disclosure StatementAgreement, prior to the earlier of the termination of this Agreement or Effective Time neither SEQUUS Visionics nor any of Identix will, and neither Visionics nor Identix will permit its Subsidiaries willrespective Subsidiaries, without the prior written consent of ALZAthe other party, directly or indirectly, do any of the following:

Conduct of Business During Interim Period. (a) Except as contemplated or ----------------------------------------- required by this Agreement or as expressly consented to in writing by ALZAPurchaser, during the period from the date of this Agreement to the Effective Timeearlier of the termination of this Agreement or the Closing, each of SEQUUS Seller and its Subsidiaries subsidiaries will (i) conduct its the Government Base Business operations in all material respects according to its ordinary and usual course of business consistent with past practice, (ii) use all commercially reasonable efforts to preserve intact its business organizationthe organization of the Government Base Business, to keep available the services of its officers and employees GBB Employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with itSeller or its subsidiaries in respect of the Government Base Business, and (iii) not take any action which could reasonably be expected to would adversely affect its Seller's ability to consummate the Merger or the other transactions contemplated herebyby this Agreement. Without limiting the generality of the foregoing, and except as otherwise contemplated by or expressly provided in this Agreement or Section 5.1 of the SEQUUS Disclosure StatementAgreement, prior to the Effective Time earlier of the termination of this Agreement or Closing neither SEQUUS Seller nor any of its Subsidiaries subsidiaries will, without the prior written consent of ALZAPurchaser, which shall not be unreasonably withheld or delayed, directly or indirectly, do any of the followingfollowing in respect of the Government Base Business:

Conduct of Business During Interim Period. (a) Except as contemplated or required by this Agreement or as expressly consented to in writing by ALZAAngiotech (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, each of SEQUUS and its Subsidiaries Cohesion will (i) conduct its operations in all material respects according to its ordinary and usual course of business and consistent with past practice, (ii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (iii) not take any action which could reasonably be expected to would adversely affect its ability to consummate the Merger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, and except as otherwise contemplated by or expressly provided in this Agreement or Section 5.1 of the SEQUUS Disclosure StatementAgreement, prior to the earlier of the termination of this Agreement or Effective Time neither SEQUUS nor any of its Subsidiaries willTime, Cohesion will not, without the prior written consent of ALZAAngiotech (which consent shall not be unreasonably withheld, conditioned or delayed), directly or indirectly, do any of the following: