Common use of Conduct Prior to the Closing Clause in Contracts

Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, after the date hereof and prior to the Closing (unless ITI shall otherwise approve in writing, which approval shall not be unreasonably withheld): (a) Antisense will not declare, set aside or pay any dividends or distributions payable in cash, stock or property, in respect of its capital stock; (b) Antisense will not amend, nor will Biophan cause the amendment of the Antisense Articles of Incorporation or By-Laws; (c) Antisense and Biophan will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI in connection with any such requirements imposed upon the parties hereto in connection therewith; (d) Except within the regular course of business, Antisense will not incur any indebtedness for money borrowed, issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction, except to comply with the terms of this Agreement; and (e) Antisense and Biophan shall grant to ITI and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI and such representatives all information relating to Antisense as ITI may reasonably request, and shall extend to ITI the opportunity to meet with Antisense's accountants and attorneys to discuss the financial condition of Antisense.

Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, On or after the date hereof and prior to the Closing Closing, except (unless ITI shall i) as set forth on the Company Disclosure Schedules, (ii) as otherwise approve consented to or approved in writing, which approval shall writing by an authorized officer of Holdings (not to be unreasonably withheld):withheld or delayed) or (iii) as contemplated by this Agreement: (a) Antisense will The Company shall not declareact or omit to act, set aside and shall cause the Acquired Subsidiaries not to act or omit to act, otherwise than in accordance with the following: (i) None of the Acquired Entities shall amend its respective Constituent Documents; (ii) No change shall be made in the number or amount of authorized or issued capital stock of any of the Acquired Entities; nor shall any other equity security of any kind be granted or issued by any of the Acquired Entities; nor shall the Company enter into or permit any of the Acquired Subsidiaries to enter into any other agreement with respect to any equity security of the Acquired Entities; (iii) the Acquired Entities shall not declare or pay any dividends or make any other distributions payable in cash, stock or property, in respect of its capital stockthe Company Shares or Acquired Subsidiary Shares, except as may be necessary to effect the Tax Distribution Amount (as such term is defined in Section 8.8(a)) in respect of the Company Shares; (biv) Antisense The Company will not amend, nor will Biophan cause make or enter into any commitment to make any capital expenditure at the amendment Hospitals or otherwise on behalf of the Antisense Articles of Incorporation or By-Lawsany Acquired Entity in an aggregate amount greater than $100,000 per month; (cv) Antisense and Biophan The Company will comply with all requirements which federal not change or state law may impose on it with respect permit any change to this Agreement and be made in any accounting policy, practice or method of the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI in connection with Acquired Entities except any such requirements imposed upon the parties hereto changes as are required to conform to modifications in connection therewithgenerally accepted accounting principles; (dvi) Except within the regular course of business, Antisense The Acquired Entities will not (A) incur any indebtedness for money borrowedborrowed money, issue other than intercompany indebtedness which will be paid in full and terminated at Closing in accordance with Section 6.7 hereof and Indebtedness that will be paid off by Holdings or sell any debt securitiesSub at Closing in accordance with the Debt Financing; (B) assume, incur guaranty, endorse or suffer to be incurred any liability otherwise become liable or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee responsible for the obligations of any third Person other than another Acquired Entity; (C) make any loans, advances or capital contributions to, or investments in, any Person other than another Acquired Entity, other than intercompany loans which will be forgiven at Closing in accordance with Section 6.7 hereof; or (D) make any commitments to do any of the foregoing; (vii) The insurance maintained with respect to the Hospitals and the Business, or comparable insurance, shall be maintained in full force and effect until the Effective Time; (viii) No Acquired Entity shall terminate or amend any material Contract, Lease or other agreement to which any Acquired Entity is a party, settle other than in the ordinary course of business; (ix) No Acquired Entity shall agree, whether in writing or discharge otherwise, to take any balance sheet receivable for less than its stated amount of the actions set forth above or enter into any other transaction, except to comply with the terms of described in Section 4.7(b) and not otherwise permitted by this Agreement; and (ex) Antisense No Acquired Entity shall take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (b) The Company shall use commercially reasonable efforts not to act or omit to act, and Biophan shall grant cause the Acquired Subsidiaries to ITI use commercially reasonable efforts not to act or omit to act, otherwise than in accordance with the following: (i) The operations, activities and its counselpractices of the Business shall be conducted consistent with the ordinary course of business and in conformity with past practice in all material respects; (ii) The respective business organizations of the Acquired Entities will be preserved intact, accountants and the services of the present employees, agents and representatives of the Business will be kept available for Holdings (except with respect to those employees or relationships terminated for cause or other representativestermination in the ordinary course of business) in all material respects; and (iii) The relationships with, full access during normal and the goodwill of, the customers of the Business and others having business hours during relations with the period prior Business will be preserved in all material respects. (c) The Acquired Entities shall not, directly or indirectly, take, or agree to or commit to take, any action that would or is reasonably likely to result in any of the conditions to the Closing to all Antisense's respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI and such representatives all information relating to Antisense as ITI may reasonably request, and shall extend to ITI the opportunity to meet with Antisense's accountants and attorneys to discuss the financial condition of Antisenseset forth in Article IX not being satisfied.

Conduct Prior to the Closing. Antisense ITI covenants and Biophan covenant and agree agrees as to itself that, after the date hereof and prior to the Closing (unless ITI Biophan shall otherwise approve in writing, which approval shall not be unreasonably withheld): (a) Antisense Except within the regular course of business and for the transactions contemplated by this Agreement, ITI will not enter into any material agreement, contract or commitment, whether written or oral, or engage in any substantive transaction; (b) ITI will not declare, set aside or pay any dividends or distributions payable in cash, stock or property, in respect of its capital stock; (bc) Antisense ITI will not amend, nor will Biophan cause the amendment of the Antisense amend its Articles of Incorporation or By-Laws, except as set forth in Section 1.4; (cd) Antisense and Biophan ITI will not authorize, issue, sell, purchase or redeem or repurchase any shares of its capital stock or any options, rights or other securities convertible, exchangeable or exercisable for any shares of its capital stock, except as set forth in Section 1.2 above; (e) ITI will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI Biophan in connection with any such requirements imposed upon the parties hereto in connection therewith; (df) Except within the regular course of business, Antisense ITI will not incur any indebtedness for money borrowed, issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction, except to comply with the terms of this Agreement; and (eg) Antisense and Biophan ITI shall grant to ITI Biophan and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's its respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI Biophan and such representatives all information relating to Antisense ITI as ITI Biophan may reasonably request, and shall extend to ITI Biophan the opportunity to meet with AntisenseITI's accountants and attorneys to discuss the financial condition of AntisenseITI.

Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, On or after the date hereof and prior to the Closing Closing, except (unless ITI shall otherwise approve w) as disclosed in writingSchedule 5.2 hereto, which approval shall (x) for the Excluded Subsidiaries Sale Transaction, the Tender Offer and the Bank Refinancing, (y) as consented to or approved in writing by an authorized officer of Purchaser, such consent not to be unreasonably withheld):withheld or (z) as contemplated by Section 2.2 or Section 5.10: (a) Antisense will Seller shall not declareact or omit to act, set aside and shall cause the Acquired Entities not to act or omit to act, otherwise than in accordance with the following: (i) None of the Acquired Entities shall amend its Constituent Documents; (ii) No change shall be made in the number of shares of authorized or issued capital stock (or other authorized capital) of any of the Acquired Entities; nor shall any option, warrant, call, right, commitment or agreement of any character be granted or made by any of the Acquired Entities relating to the capital stock or other securities of such Acquired Entity; nor shall any of the Acquired Entities issue, grant or sell any securities or obligations convertible into or exchangeable for shares of its capital stock, nor shall Seller enter into or permit any of the Acquired Entities to enter into any other agreement with respect to any capital stock of such Acquired Entity or any security convertible into or relating to any capital stock of any of the Acquired Entities; (iii) AHS shall not declare or pay any dividends or make any other distributions payable in cash, stock or property, in respect of its capital stock; (biv) Antisense will Seller shall not amendmake or change any election, nor will Biophan cause change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the amendment Acquired Entities, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the Antisense Articles limitation period applicable to any Tax claim or assessment relating to the Acquired Entities, or take any other similar action relating to the filing of Incorporation any Tax Return or By-Laws; the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of materially increasing the Tax liability of the Acquired Entities for any period ending after the Closing Date or decreasing any Tax attribute of the Acquired Entities existing on the Closing Date; provided, however, that notwithstanding this clause (civ), the Acquired Entities shall be permitted prior to Closing to (x) Antisense file amended income tax returns for their 2002 and Biophan will comply with all requirements which federal or state law may impose on it 2003 taxable years in order to deduct certain transaction costs not previously deducted for such years, (y) file for a quick refund of overpayments of estimated taxes made by the Acquired Entities with respect to this Agreement their 2004 taxable year and (z) carry back net operating losses incurred by the transactions contemplated herebyAcquired Entities in their 2004 taxable year to obtain a refund of taxes paid by the Acquired Entities with respect to their 2002 taxable year (provided, and will promptly cooperate with and furnish written information to ITI in connection with that Seller shall submit a draft of any such requirements imposed upon amended Tax Returns to Purchaser for its review and comment at least twenty (20) days prior to the parties hereto in connection therewith;due date of such amended Tax Returns); and (dv) Except within for borrowing arrangements incurred pursuant to physician agreements entered into in the regular ordinary course of business, Antisense the Acquired Entities will not (A) incur any indebtedness for money borrowedborrowed money, issue other than intercompany indebtedness that will be forgiven at the Closing in accordance with Section 5.11 hereof; (B) assume, guaranty, endorse or sell any debt securities, incur otherwise become liable or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee responsible for the obligations of any third partyPerson other than another Acquired Entity; (C) make any loans, settle advances or discharge any balance sheet receivable for less than its stated amount capital contributions to, or enter into investments in, any other transactionPerson; or (D) make any commitments to do any of the foregoing. (b) Seller shall use commercially reasonable efforts not to act or omit to act, except and shall cause the Acquired Entities to comply use commercially reasonable efforts not to act or omit to act, otherwise than in accordance with the terms following: (i) The business operations, activities and practices of this Agreementthe Acquired Entities shall be conducted consistent with the ordinary course of business and in conformity with past practice, including keeping the insurance policies covering the Acquired Entities in full force and effect; (ii) The respective business organizations of the Acquired Entities shall be preserved intact, and the services of the present employees, agents and representatives of the Acquired Entities shall be kept available for Purchaser (except with respect to those employees or relationships terminated for cause); and (eiii) Antisense and Biophan shall grant to ITI and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI and such representatives all information relating to Antisense as ITI may reasonably requestThe relationships with, and the goodwill of, the customers and employees of the Acquired Entities and others having business relations with the Acquired Entities shall extend to ITI the opportunity to meet with Antisense's accountants and attorneys to discuss the financial condition of Antisensebe preserved.

Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, On or after the date hereof and prior to the Closing Closing, except (unless ITI shall otherwise approve w) as disclosed in writingSchedule 5.2 hereto, which approval shall (x) for the Spin-Off Transaction, the Tender Offer and the Bank Refinancing, (y) as consented to or approved in writing by an authorized officer of Purchaser, such consent not to be unreasonably withheld):withheld or (z) as contemplated by Section 2.2 or Section 5.10: (a) Antisense will Seller shall not declareact or omit to act, set aside and shall cause the Acquired Entities not to act or omit to act, otherwise than in accordance with the following: (i) None of the Acquired Entities shall amend its Constituent Documents; (ii) No change shall be made in the number of shares of authorized or issued capital stock (or other authorized capital) of any of the Acquired Entities; nor shall any option, warrant, call, right, commitment or agreement of any character be granted or made by any of the Acquired Entities relating to the capital stock or other securities of such Acquired Entity; nor shall any of the Acquired Entities issue, grant or sell any securities or obligations convertible into or exchangeable for shares of its capital stock, nor shall Seller enter into or permit any of the Acquired Entities to enter into any other agreement with respect to any capital stock of such Acquired Entity or any security convertible into or relating to any capital stock of any of the Acquired Entities; (iii) AHS shall not declare or pay any dividends or make any other distributions payable in cash, stock or property, in respect of its capital stock; (biv) Antisense will Seller shall not amendmake or change any election, nor will Biophan cause change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the amendment Acquired Entities, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the Antisense Articles limitation period applicable to any Tax claim or assessment relating to the Acquired Entities, or take any other similar action relating to the filing of Incorporation any Tax Return or By-Laws; the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of materially increasing the Tax liability of the Acquired Entities for any period ending after the Closing Date or decreasing any Tax attribute of the Acquired Entities existing on the Closing Date; provided, however, that notwithstanding this clause (civ), the Acquired Entities shall be permitted prior to Closing to (x) Antisense file amended income tax returns for their 2002 and Biophan will comply with all requirements which federal or state law may impose on it 2003 taxable years in order to deduct certain transaction costs not previously deducted for such years, (y) file for a quick refund of overpayments of estimated taxes made by the Acquired Entities with respect to this Agreement their 2004 taxable year and (z) carry back net operating losses incurred by the transactions contemplated herebyAcquired Entities in their 2004 taxable year to obtain a refund of taxes paid by the Acquired Entities with respect to their 2002 taxable year (provided, and will promptly cooperate with and furnish written information to ITI in connection with that Seller shall submit a draft of any such requirements imposed upon amended Tax Returns to Purchaser for its review and comment at least twenty (20) days prior to the parties hereto in connection therewith;due date of such amended Tax Returns); and (dv) Except within for borrowing arrangements incurred pursuant to physician agreements entered into in the regular ordinary course of business, Antisense the Acquired Entities will not (A) incur any indebtedness for money borrowedborrowed money, issue other than intercompany indebtedness that will be forgiven at the Closing in accordance with Section 5.11 hereof; (B) assume, guaranty, endorse or sell any debt securities, incur otherwise become liable or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee responsible for the obligations of any third partyPerson other than another Acquired Entity; (C) make any loans, settle advances or discharge any balance sheet receivable for less than its stated amount capital contributions to, or enter into investments in, any other transactionPerson; or (D) make any commitments to do any of the foregoing. (b) Seller shall use commercially reasonable efforts not to act or omit to act, except and shall cause the Acquired Entities to comply use commercially reasonable efforts not to act or omit to act, otherwise than in accordance with the terms following: (i) The business operations, activities and practices of this Agreementthe Acquired Entities shall be conducted consistent with the ordinary course of business and in conformity with past practice, including keeping the insurance policies covering the Acquired Entities in full force and effect; (ii) The respective business organizations of the Acquired Entities shall be preserved intact, and the services of the present employees, agents and representatives of the Acquired Entities shall be kept available for Purchaser (except with respect to those employees or relationships terminated for cause); and (eiii) Antisense and Biophan shall grant to ITI and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI and such representatives all information relating to Antisense as ITI may reasonably requestThe relationships with, and the goodwill of, the customers and employees of the Acquired Entities and others having business relations with the Acquired Entities shall extend to ITI the opportunity to meet with Antisense's accountants and attorneys to discuss the financial condition of Antisensebe preserved.

Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, after Between the date hereof and prior to the Closing (unless ITI shall otherwise approve in writing, which approval shall not be unreasonably withheld):Closing: (a) Antisense FIRST MANHATTAN will not declareenter into any agreement, set aside contract or pay commitment, whether written or oral, or engage in any dividends or distributions payable in cashtransaction, stock or property, in respect without the knowledge and prior written consent of its capital stockGMI; (b) Antisense FIRST MANHATTAN will not amend, nor will Biophan cause the amendment of the Antisense declare any dividends or distributions with respect to its capital stock or amend its Articles of Incorporation or By-Laws, without the prior written consent of GMI; (c) Antisense and Biophan FIRST MANHATTAN will not authorize, issue, sell, purchase or redeem any shares of its capital stock without the prior written consent of GMI; (d) FIRST MANHATTAN will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI GMI in connection with any such requirements imposed upon the parties hereto in connection therewith; (de) Except within the regular course of business, Antisense FIRST MANHATTAN will not incur any indebtedness for money borrowed, or issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, or cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transactiontransaction other than in the regular course of business, except to comply with the terms of this Agreement; and, without the consent of GMI; (ef) Antisense and Biophan FIRST MANHATTAN shall grant to ITI GMI and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's its respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI GMI and such representatives all information relating to Antisense FIRST MANHATTAN as ITI GMI may reasonably request; and (g) Except for the transactions contemplated by this Agreement, FIRST MANHATTAN will conduct its business in the normal course, and shall extend to ITI not sell, pledge or assign its assets without the opportunity to meet with Antisense's accountants and attorneys to discuss the financial condition prior written consent of AntisenseGMI.

Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, On or after the date hereof and prior to the Closing Closing, except (unless ITI shall otherwise approve x) as disclosed in writingSchedule 5.2 hereto, which approval shall not be unreasonably withheld):(y) as consented to or approved in writing by an authorized officer of Purchaser or (z) as contemplated by this Agreement: (a) Antisense will Seller shall not declareact or omit to act, set aside and shall cause the Acquired Entities not to act or omit to act, otherwise than in accordance with the following: (i) None of the Acquired Entities shall amend its Constituent Documents; (ii) No change shall be made in the number of shares of authorized or issued capital stock (or other authorized capital) of any of the Acquired Entities; nor shall any option, warrant, call, right, commitment or agreement of any character be granted or made by any of the Acquired Entities relating to the capital stock or other securities of such Acquired Entity; nor shall any of the Acquired Entities issue, grant or sell any securities or obligations convertible into or exchangeable for shares of its capital stock, nor shall Seller enter into or permit any of the Acquired Entities to enter into any other agreement with respect to any capital stock of such Acquired Entity or any security convertible into or relating to any capital stock of any of the Acquired Entities; (iii) No Acquired Entity shall declare or pay any dividends or make any other distributions payable in cash, stock or property, in respect of its capital stockstock except as contemplated by Section 2.1; (iv) Seller shall not make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Acquired Entities, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Acquired Entities, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Acquired Entities for any period ending after the Closing Date or decreasing any Tax attribute of the Acquired Entities existing on the Closing Date; and (v) The Acquired Entities will not (A) incur any indebtedness for borrowed money, other than intercompany indebtedness that will be forgiven at the Closing in accordance with Section 5.10 hereof; (B) assume, guaranty, endorse or otherwise become liable or responsible for the obligations of any Person other than another Acquired Entity; (C) make any loans, advances or capital contributions to, or investments in, any other Person; or (D) make any commitments to do any of the foregoing. (b) Antisense will Seller shall use commercially reasonable efforts not amendto act or omit to act, nor will Biophan and shall cause the amendment Acquired Entities to use commercially reasonable efforts not to act or omit to act, otherwise than in accordance with the following: (i) The business operations, activities and practices of the Antisense Articles Acquired Entities shall be conducted consistent with the ordinary course of Incorporation or By-Lawsbusiness and in conformity with past practice, including keeping the insurance policies covering the Acquired Entities in full force and effect; (cii) Antisense The respective business organizations of the Acquired Entities shall be preserved intact, and Biophan will comply with all requirements which federal or state law may impose on it the services of the present employees, agents and representatives of the Acquired Entities shall be kept available for Purchaser (except with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI in connection with any such requirements imposed upon the parties hereto in connection therewith; (d) Except within the regular course of business, Antisense will not incur any indebtedness those employees or relationships terminated for money borrowed, issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction, except to comply consistent with the terms of this Agreementsound business practices); and (eiii) Antisense and Biophan shall grant to ITI and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI and such representatives all information relating to Antisense as ITI may reasonably requestThe relationships with, and the goodwill of, the customers and employees of the Acquired Entities and the employees of Seller listed on Schedule 6.5 and others having business relations with the Acquired Entities shall extend to ITI the opportunity to meet with Antisense's accountants and attorneys to discuss the financial condition of Antisensebe preserved.

Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, after Between the date hereof and prior to the Closing (unless ITI shall otherwise approve in writing, which approval shall not be unreasonably withheld):Closing: (a) Antisense ISPARTA will not declareenter into any agreement, set aside contract or pay commitment, whether written or oral, or engage in any dividends or distributions payable in cashtransaction, stock or property, in respect without the knowledge and prior written consent of its capital stockDECHAN; (b) Antisense ISPARTA will not amend, nor will Biophan cause the amendment of the Antisense declare any dividends or distributions with respect to its capital stock or amend its Articles of Incorporation or By-LawsBylaws, without the prior written consent of DECHAN; (c) Antisense and Biophan ISPARTA will not authorize, issue, sell, purchase or redeem any shares of its capital stock with the prior written consent of DECHAN; (d) ISPARTA will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI DECHAN in connection with any such requirements imposed upon the parties hereto in connection therewith; (de) Except within the regular course of business, Antisense ISPARTA will not incur any indebtedness for money borrowed, or issue or sell any debt securities, incur . Incur or suffer to be incurred any liability or obligation of any nature whatsoever, or cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or of assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-long term contract, guarantee obligations of any third party, settle . Settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transactiontransaction other than in the regular course of business, except to comply with the terms of this Agreement; and, without the consent of DECHAN; (ef) Antisense and Biophan ISPARTA shall grant to ITI DECHAN and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's its respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI DECHAN and such representatives all information relating to Antisense ISPARTA as ITI DECHAN, may reasonably request; and except for the transactions contemplated by this Agreement. ISPARTA, will conduct its business in the normal course, and shall extend to ITI not sell, pledge or assign its assets without the opportunity to meet with Antisense's accountants and attorneys to discuss the financial condition prior written consent of AntisenseDECHAN.

Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, On or after the date hereof and prior to the Closing (unless ITI shall Closing, except as disclosed in Schedule 5.2 hereto or otherwise approve consented to or approved in writing, which approval shall not be unreasonably withheld):writing by an authorized officer of Purchaser: (a) Antisense will Sellers shall not declareact or omit to act, set aside and shall cause the Acquired Entities not to act or omit to act, otherwise than in accordance with the following: (i) None of the Acquired Entities shall amend its Certificate of Incorporation or Bylaws; (ii) No change shall be made in the number of shares of authorized or issued capital stock (or other authorized capital) of any of the Acquired Entities; nor shall any option, warrant, call, right, commitment or agreement of any character be granted or made by any of the Acquired Entities relating to the capital stock or other securities of such Acquired Entity; nor shall any of the Acquired Entities issue, grant or sell any securities or obligations convertible into or exchangeable for shares of its capital stock, nor shall any Seller enter into or permit any of the Acquired Entities to enter into any other agreement with respect to any capital stock of such Acquired Entity or any security convertible into or relating to any capital stock of any of the Acquired Entities; (iii) Neither CCN nor PW shall declare or pay any dividends or make any other distributions payable in cash, stock or property, in respect of its capital stock, except as provided in Section 2.2 or 5.7; (iv) Sellers will not change or permit any change to be made in any accounting policy, practice or method of the Company; (v) The Acquired Entities will not (A) incur any indebtedness for borrowed money, other than intercompany indebtedness which will be forgiven at Closing in accordance with Section 5.11 hereof; (B) assume, guaranty, endorse or otherwise become liable or responsible for the obligations of any Person other than another Acquired Entity; (C) make any loans, advances or capital contributions to, or investments in, any other Person; or (D) make any commitments to do any of the foregoing; and (vi) Except as contemplated by the Affiliation Agreement, the Acquired Entities will not renegotiate in any manner adverse to them the terms of their provider agreements with HCA or any of its Affiliates. (b) Antisense will Sellers shall use commercially reasonable efforts not amendto act or omit to act, nor will Biophan and shall cause the amendment Acquired Entities to use commercially reasonable efforts not to act or omit to act, otherwise than in accordance with the following: (i) The business operations, activities and practices of the Antisense Articles Acquired Entities shall be conducted consistent with the ordinary course of Incorporation or By-Lawsbusiness and in conformity with past practice; (cii) Antisense The respective business organizations of the Acquired Entities will be preserved intact, and Biophan the services of the present employees, agents and representatives of the Acquired Entities will comply with all requirements which federal or state law may impose on it be kept available for Purchaser (except with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI in connection with any such requirements imposed upon the parties hereto in connection therewith; (d) Except within the regular course of business, Antisense will not incur any indebtedness those employees or relationships terminated for money borrowed, issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction, except to comply with the terms of this Agreementcause); and (eiii) Antisense and Biophan shall grant to ITI and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI and such representatives all information relating to Antisense as ITI may reasonably requestThe relationships with, and shall extend to ITI the opportunity to meet goodwill of, the customers and employees of the Acquired Entities and others having business relations with Antisense's accountants and attorneys to discuss the financial condition of AntisenseAcquired Entities will be preserved.

Conduct Prior to the Closing. Antisense Cementitious covenants and Biophan covenant and agree that, agrees that after the date hereof and prior to the Closing (Closing, unless ITI shall ATI will otherwise approve in writing, which approval shall will not be unreasonably withheld):: (a) Antisense Cementitious will not declare, set aside or pay any dividends or distributions payable in cash, stock or property, in respect of its capital stock; (b) Antisense Cementitious will not amend, nor will Biophan cause the amendment of the Antisense amend its Articles of Incorporation or By-By- Laws, except for any amendment which will not hinder, delay or make more costly to ATI the transactions contemplated by this Agreement; (c) Antisense and Biophan Cementitious will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI ATI in connection with any such requirements imposed upon the parties hereto in connection therewith; (d) Except within the regular course of business, Antisense Cementitious will not incur any indebtedness for money borrowed, issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction, except to comply with the terms of this Agreement; and (e) Antisense and Biophan shall Cementitious will grant to ITI ATI and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's its respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI ATI and such representatives all information relating to Antisense Cementitious as ITI ATI may reasonably request, and shall will extend to ITI ATI the opportunity to meet with AntisenseCementitious's accountants and attorneys to discuss the financial condition of AntisenseCementitious.

Conduct Prior to the Closing. Antisense Prospero covenants and Biophan covenant and agree agrees that, after the date hereof and prior to the Closing (unless ITI Icon shall otherwise approve in writing, which approval shall not be unreasonably withheld): (a) Antisense Prospero will not declare, set aside or pay any dividends or distributions payable in cash, stock or property, in respect of its capital stock; (b) Antisense Prospero will not amend, nor will Biophan cause the amendment of the Antisense amend its Articles of Incorporation or By-Laws, except for any amendment which will not hinder, delay or make more costly to Icon the transactions contemplated by this Agreement; (c) Antisense and Biophan Prospero will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI Icon in connection with any such requirements imposed upon the parties hereto in connection therewith; (d) Except within the regular course of business, Antisense Prospero will not incur any indebtedness for money borrowed, issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction, except to comply with the terms of this Agreement; and; (e) Antisense and Biophan Prospero shall grant to ITI Icon and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's its respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI Icon and such representatives all information relating to Antisense Prospero as ITI Icon may reasonably request, and shall extend to ITI Icon the opportunity to meet with AntisenseProspero's accountants and attorneys to discuss the financial condition of Antisense.Prospero; and

Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, On or after the date hereof and prior to the Closing Closing, except (unless ITI shall otherwise approve x) as disclosed in writingSchedule 5.2 hereto, which approval shall not be unreasonably withheld):(y) as consented to or approved in writing by an authorized officer of Purchaser or (z) as contemplated by this Agreement: (a) Antisense will Seller shall not declareact or omit to act, set aside and shall cause the Acquired Entities not to act or omit to act, otherwise than in accordance with the following: (i) None of the Acquired Entities shall amend its Constituent Documents; (ii) No change shall be made in the number of shares of authorized or issued capital stock (or other authorized capital) of any of the Acquired Entities; nor shall any option, warrant, call, right, commitment or agreement of any character be granted or made by any of the Acquired Entities relating to the capital stock or other securities of such Acquired Entity; nor shall any of the Acquired Entities issue, grant or sell any securities or obligations convertible into or exchangeable for shares of its capital stock, nor shall Seller enter into or permit any of the Acquired Entities to enter into any other agreement with respect to any capital stock of such Acquired Entity or any security convertible into or relating to any capital stock of any of the Acquired Entities; (iii) No Acquired Entity shall declare or pay any dividends or make any other distributions payable in cash, stock or property, in respect of its capital stockstock except as contemplated by Section 2.1; (iv) Seller shall not make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Acquired Entities, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Acquired Entities, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Acquired Entities for any period ending after the Closing Date or decreasing any Tax attribute of the Acquired Entities existing on the Closing Date; and (v) The Acquired Entities will not (A) incur any indebtedness for borrowed money, other than intercompany indebtedness that will be forgiven at the Closing in accordance with Section 5.10 hereof; (B) assume, guaranty, endorse or otherwise become liable or responsible for the obligations of any Person other than another Acquired Entity; (C) make any loans, advances or capital contributions to, or investments in, any other Person; or (D) make any commitments to do any of the foregoing. (b) Antisense will Seller shall use commercially reasonable efforts not amendto act or omit to act, nor will Biophan and shall cause the amendment Acquired Entities to use commercially reasonable efforts not to act or omit to act, otherwise than in accordance with the following: (i) The business operations, activities and practices of the Antisense Articles Acquired Entities shall be conducted consistent with the ordinary course of Incorporation or By-Lawsbusiness and in conformity with past practice, including, without limitation, keeping the insurance policies covering the Acquired Entities in full force and effect; (cii) Antisense The respective business organizations of the Acquired Entities shall be preserved intact, and Biophan will comply with all requirements which federal or state law may impose on it the services of the present employees, agents and representatives of the Acquired Entities shall be kept available for Purchaser (except with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI in connection with any such requirements imposed upon the parties hereto in connection therewith; (d) Except within the regular course of business, Antisense will not incur any indebtedness those employees or relationships terminated for money borrowed, issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction, except to comply consistent with the terms of this Agreementsound business practices); and (eiii) Antisense and Biophan shall grant to ITI and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI and such representatives all information relating to Antisense as ITI may reasonably requestThe relationships with, and the goodwill of, the customers and employees of the Acquired Entities and others having business relations with the Acquired Entities shall extend to ITI the opportunity to meet with Antisense's accountants and attorneys to discuss the financial condition of Antisensebe preserved.

Conduct Prior to the Closing. Antisense ETFC covenants and Biophan covenant and agree agrees that, after the date hereof and prior to the Closing (unless ITI Rotunda shall otherwise approve in writing, which approval shall not be unreasonably withheld): (a) Antisense ETFC will not declare, set aside or pay any dividends or distributions payable in cash, stock or property, in respect of its capital stock; (b) Antisense ETFC will not amend, nor will Biophan cause the amendment of the Antisense amend its Articles of Incorporation or By-Laws, except for any amendment which will not hinder, delay or make more costly to Rotunda the transactions contemplated by this Agreement; (c) Antisense and Biophan ETFC will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI Rotunda in connection with any such requirements imposed upon the parties hereto in connection therewith; (d) Except within the regular course of business, Antisense ETFC will not incur any indebtedness for money borrowed, issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction, except to comply with the terms of this Agreement; and; (e) Antisense and Biophan ETFC shall grant to ITI Rotunda and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's its respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI Rotunda and such representatives all information relating to Antisense ETFC as ITI Rotunda may reasonably request, and shall extend to ITI Rotunda the opportunity to meet with AntisenseETFC's accountants and attorneys to discuss the financial condition of Antisense.ETFC; and

Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, after Between the date hereof and prior to the Closing (unless ITI shall otherwise approve in writing, which approval shall not be unreasonably withheld):Closing: (a) Antisense FIRST MANHATTAN will not declareenter into any agreement, set aside contract or pay commitment, whether written or oral, or engage in any dividends or distributions payable in cashtransaction, stock or property, in respect without the knowledge and prior written consent of its capital stockGMI; (b) Antisense FIRST MANHATTAN will not amend, nor will Biophan cause the amendment of the Antisense declare any dividends or distributions with respect to its capital stock or amend its Articles of Incorporation or By-By- Laws, without the prior written consent of GMI; (c) Antisense and Biophan FIRST MANHATTAN will not authorize, issue, sell, purchase or redeem any shares of its capital stock without the prior written consent of GMI; (d) FIRST MANHATTAN will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI GMI in connection with any such requirements imposed upon the parties hereto in connection therewith; (de) Except within the regular course of business, Antisense FIRST MANHATTAN will not incur any indebtedness for money borrowed, or issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, or cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transactiontransaction other than in the regular course of business, except to comply with the terms of this Agreement; and, without the consent of GMI; (ef) Antisense and Biophan FIRST MANHATTAN shall grant to ITI GMI and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's its respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI GMI and such representatives all information relating to Antisense FIRST MANHATTAN as ITI GMI may reasonably request; and (g) Except for the transactions contemplated by this Agreement, FIRST MANHATTAN will conduct its business in the normal course, and shall extend to ITI not sell, pledge or assign its assets without the opportunity to meet with Antisense's accountants and attorneys to discuss the financial condition prior written consent of AntisenseGMI.

Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, after During the period from the date hereof and prior to the Closing Closing, except as otherwise contemplated hereby or with the Buyer’s prior written consent the Company shall, and shall cause the Subsidiary to, conduct the Business in the Ordinary Course and use commercially reasonable efforts to preserve intact the Business and its relationship with its employees, sales representatives, customers, suppliers, creditors and other third parties with which any of the Sellers, the Transferred Companies or their respective Affiliates transacts business. During the period from the date hereof to the Closing, except as otherwise contemplated hereby, in connection with the completion of the Reorganization or with the Buyer’s prior written consent (unless ITI shall otherwise approve in writing, which approval consent shall not be unreasonably withheld):), the Company shall not, and shall cause the Subsidiary not to: (a) Antisense will not declareincur, set aside create or pay assume any dividends or distributions payable in cash, stock or property, in respect Encumbrance on any of its capital stockthe assets of the Transferred Companies except a Permitted Encumbrance; (b) Antisense will not amendsell, nor will Biophan cause the amendment lease, license, transfer or dispose of any material assets of the Antisense Articles of Incorporation or By-LawsTransferred Companies; (c) Antisense and Biophan will comply with all requirements which federal terminate, extend or state law may impose on it with respect modify any Material Contract, other than pursuant to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI in connection with any such requirements imposed upon the parties hereto in connection therewithSection 6.13; (d) Except within the regular course of business, Antisense will not incur any indebtedness for money borrowed, issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material Material Contract; (e) declare, set aside, make or long-term contractpay any dividend or other distribution on any shares in the capital of the Transferred Companies, guarantee other than a dividend or other distribution by the Company prior to the Closing Date as contemplated herein; (f) amend the Organizational Documents of the Transferred Companies; (g) make any change in the accounting methods, policies, practices and procedures of any of the Transferred Companies, except insofar as may be required by a generally applicable change in Canadian GAAP; (h) except as contemplated by Section 6.15(c) issue, sell, pledge, transfer, dispose of or Encumber any shares in the capital of the Transferred Companies or securities convertible into or exchangeable for any such shares, or any rights, warrants, options, calls or commitments to acquire any such shares or other securities; (i) split, combine, subdivide, reclassify or redeem, or purchase or otherwise acquire, any outstanding securities of the Transferred Companies, other than as may be required in connection with the Reorganization; (j) dispose of or permit to lapse any rights in, to or for the use of any Intellectual Property used in the Business as currently conducted other than in the Ordinary Course, or disclose to any Person, other than pursuant to this Agreement, not an Employee any Intellectual Property used in the Business as currently conducted not heretofore a matter of public knowledge, except pursuant to judicial or administrative process or obligations of the applicable Transferred Company contained in a written confidentiality agreement existing as of the date hereof; (k) hire any third partyadditional Employees, settle or discharge enter into, establish, adopt, terminate, amend, modify or renew (or communicate in writing or orally any balance sheet receivable intention to take such action) any arrangement that would have been a Compensation Plan had it been established at the time of this Agreement, or grant any salary, wage or other compensation increase, increase any wage, payment, benefit or perquisite (including by making any incentive or bonus payments), or forgive any outstanding loans or extensions of credit to any Employee, except (i) for less than its stated amount changes that may be required by applicable Law; provided, however, that the Buyer is notified in advance of such change, and (ii) to satisfy contractual obligations to the extent existing as of the date hereof that are listed on in Section 6.2(k) of the Disclosure Schedule; (l) except as contemplated by Section 6.15(c), take any action to accelerate the payment, funding or vesting of any pension, retirement, savings, profit sharing, deferred compensation, severance, consulting, bonus, group insurance or other compensation or benefits payable thereunder; (m) assume or enter into any collective bargaining agreement, contract or other transactionagreement or understanding with a labor union or labor organization; (n) (i) incur any additional Indebtedness or issue any debt securities or assume, except guarantee or endorse any obligations of any other Person, or (ii) make any material loans, advances or capital contributions to, or investments in, any other Person (other than customary loans or advances to comply employees in amounts not material to the maker of such loan or advance); (o) settle any material pending or threatened claims, actions, suits, proceedings, arbitrations or other disputes; (p) make any capital expenditure other than capital expenditures in the Ordinary Course and, in any event, not in excess of $100,000 in the aggregate; (q) permit any Transferred Company to adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization; (r) (i) make or rescind any election relating to Taxes of the Company or any other Transferred Company; (ii) file any material amended income Tax Return of, or claim for refund for, any Transferred Company; (iii) enter into or agree to any private letter ruling, closing agreement or similar ruling or agreement with the terms Internal Revenue Service or any other taxing authority or settle any audit or proceeding with respect to an amount of Taxes owed by any Transferred Company; (s) acquire (by merger, consolidation or acquisition of shares or assets) any corporation, partnership, limited liability company or other Person or division thereof or any equity interest therein; (t) cancel, waive, release, discount or compromise any material debt or claim or waive any rights of material value to any Transferred Company without such Transferred Company receiving a realizable benefit of similar or greater value, or voluntarily suffer any extraordinary loss; (u) terminate or permit to lapse any Governmental Authorization; or (v) authorize or enter into any agreement or commitment with respect to any of the foregoing. Each of the Parties hereby acknowledges and agrees that, if the Closing occurs on the date of this Agreement; and (e) Antisense and Biophan , no Party shall grant have any Liability to ITI and its counsel, accountants and any other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI and such representatives all information relating to Antisense as ITI may reasonably request, and shall extend to ITI the opportunity to meet with Antisense's accountants and attorneys to discuss the financial condition Party arising out of Antisensea breach of this Section 6.2.

Conduct Prior to the Closing. Antisense Rotunda covenants and Biophan covenant and agree agrees as to itself that, after the date hereof and prior to the Closing (unless ITI ETFC shall otherwise approve in writing, which approval shall not be unreasonably withheld): (a) Antisense Except within the regular course of business and for the transactions contemplated by this Agreement, Rotunda will not enter into any material agreement, contract or commitment, whether written or oral, or engage in any substantive transaction; (b) Rotunda will not declare, set aside or pay any dividends or distributions payable in cash, stock or property, in respect of its capital stock; (bc) Antisense Rotunda will not amend, nor will Biophan cause the amendment of the Antisense amend its Articles of Incorporation or By-Laws, except as set forth in Section 1.4 above or except for any amendment which will not hinder, delay or make more costly to ETFC the transactions contemplated by this Agreement; (cd) Antisense and Biophan Rotunda will not authorize, issue, sell, purchase or redeem or repurchase any shares of its capital stock or any options, rights or other securities convertible, exchangeable or exercisable for any shares of its capital stock, except as set forth in Section 1.1(b) above; (e) Rotunda will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI ETFC in connection with any such requirements imposed upon the parties hereto in connection therewith; (df) Except within the regular course of business, Antisense Rotunda will not incur any indebtedness for money borrowed, issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction, except to comply with the terms of this Agreement; and (eg) Antisense and Biophan Rotunda shall grant to ITI ETFC and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's its respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI ETFC and such representatives all information relating to Antisense Rotunda as ITI ETFC may reasonably request, and shall extend to ITI ETFC the opportunity to meet with AntisenseRotunda's accountants and attorneys to discuss the financial condition of Antisense.Rotunda;

Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, On or after the date hereof and prior to the Closing (unless ITI shall Closing, except as disclosed in SCHEDULE 5.2 hereto or otherwise approve consented to or approved in writing, which approval shall not be unreasonably withheld):writing by an authorized officer of Purchaser or as contemplated by Section 2.2 or Section 5.12 of this Agreement: (a) Antisense will Sellers shall not declareact or omit to act, set aside and shall cause the Acquired Entities not to act or omit to act, otherwise than in accordance with the following: (i) None of the Acquired Entities shall amend its respective Certificate of Incorporation or Bylaws (or limited partnership agreement or other constituent document, as the case may be); (ii) No change shall be made in the number of shares of authorized or issued capital stock (or other authorized capital) of any of the Acquired Entities; nor shall any option, warrants, call, right, commitment or agreement of any character be granted or made by any of the Acquired Entities relating to the capital stock or other securities of such Acquired Entity; nor shall any of the Acquired Entities issue, grant or sell any securities or obligations convertible into or exchangeable for shares of its capital stock, nor shall any Seller enter into or permit any of the Acquired Entities to enter into any other agreement with respect to any capital stock of such Acquired Entity or any security convertible into or relating to any capital stock of any of the Acquired Entities; (iii) Neither Value Health nor MPN shall declare or pay any dividends or make any other distributions payable in cash, stock or property, in respect of its capital stockstock except as provided at Section 2.2 or 5.8; (iv) Sellers will not change or permit any change to be made in any accounting policy, practice or method of the Company; and (v) The Acquired Entities will not (A) incur any indebtedness, other than indebtedness not exceeding $500,000 in the aggregate;(B) assume, guaranty, endorse or otherwise become liable or responsible for the obligations of any Person other than another Acquired Entity; (C) make any loans, advances or capital contributions to, or investments in, any other Person; or (D) make any commitments to do any of the foregoing. (vi) None of the Acquired Entities will make any Tax elections that could adversely affect the Company's Tax obligations with respect to any Post-Closing Period. (vii) Sellers shall not, and shall not permit any of the Acquired Entities to, settle any claim, action or proceeding if such settlement would impose obligations or restrictions on an Acquired Entity that could result in a Material Adverse Effect or that otherwise would subject any of the Acquired Entities to injunctive or similar relief that would remain in effect following the Effective Time. (viii) None of the Acquired Entities shall enter into any Contracts under which an Acquired Entity is to be paid on a capitated basis or would be subject to financial risk exceeding 5% of the drug ingredient cost thereunder. (ix) Sellers will not, and will not permit any of the Acquired Entities to, amend or terminate any of the Management Letter Agreements or pay any of the Schedule 2.2(iv) Obligations other than as required under the terms of agreements and arrangements referred to in Schedule 2.2(iv) as in effect on the date hereof (including bonus payments in respect of the year ended December 31, 1997). (b) Antisense will Sellers shall use commercially reasonable efforts not amend, nor will Biophan to act or omit to act; and shall cause the amendment Acquired Entities to use commercially reasonable efforts not to act or omit to act, otherwise than in accordance with the following: (i) The business operations, activities and practices of the Antisense Articles Acquired Entities shall be conducted consistent with the ordinary course of Incorporation or By-Lawsbusiness and in conformity with past practice; (cii) Antisense The respective business organizations of the Acquired Entities will be preserved intact, and Biophan the services of the present employees, agents and representatives of the Acquired Entities will comply with all requirements which federal or state law may impose on it be kept available for Purchaser (except with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI in connection with any such requirements imposed upon the parties hereto in connection therewith; (d) Except within the regular course of business, Antisense will not incur any indebtedness those employees or relationships terminated for money borrowed, issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction, except to comply with the terms of this Agreementcause); and (eiii) Antisense and Biophan shall grant to ITI and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI and such representatives all information relating to Antisense as ITI may reasonably requestThe relationships with, and shall extend to ITI the opportunity to meet goodwill of, the customers of the Acquired Entities and others having business relations with Antisense's accountants and attorneys to discuss the financial condition of AntisenseAcquired Entities will be preserved.