Common use of Drag Along Clause in Contracts

Drag Along. If one or more Partners receive a Third Party Offer from a Third Party Offeror to purchase all of the Purchased Securities, such Partner(s) (the “Initiating Partners”) shall forthwith send this Third Party Offer to the other Partners. In such circumstances, the Managing General Partner shall convene a meeting of Partners within ten (10) days following transmittal of the Offer to all Partners, as indicated above. During this meeting of Partners, the Third Party Offer shall be debated and, in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) of the securities of each entity forming the Purchased Securities agree to accept the Offer in question, then all the Partners and their Affiliates who own Purchased Securities shall be deemed to have accepted the Offer. The sale of all Purchased Securities shall then be carried out as per the terms and conditions set out in the Third Party Offer. The Closing of a sale pursuant to this section shall take place at the place to be specified in a notice to be provided by the Initiating Partners to such Partners, no later than ten (10) Business Days prior to the date of Closing of the sale of the Purchased Securities as contemplated in the Third Party Offer. In the event that a Third Party Offer is accepted or deemed accepted pursuant to the terms of this section 11.2, then Labopharm Inc. covenants to sell its Shares and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant to sell their units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms of this section 11.2. To the extent permitted by applicable law, each Partner (for the purposes of this section 11.2, the “Principal”) hereby irrevocably nominates, constitutes and appoints the Initiating Partners, to be the Principal’s true and lawful attorney and agent, with full power and authority, for and on behalf of the Principal, and in the name or otherwise of the Principal, and as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other instruments as may be necessary or desirable to effectively transfer and assign the Purchased Securities held by the Principal upon Closing of the sale of the Purchased Securities. The power of attorney granted herein is irrevocable and is a power coupled with an interest and will survive the disability or dissolution of any Principal and extends to the successors and assigns of a Principal. Each Principal agrees to be bound by any representations and actions made or taken by the Initiating Partners in good faith pursuant to such power of attorney and waives any and all defences which may be available to contest, negate or disaffirm the action of the Initiating Partners so taken in good faith under the power of attorney. The provisions of this section 11.2 shall apply in priority over and supersede the provisions of section 10.2 hereof.

Drag Along. If one or more Partners receive Bxxxxxx Entities proposes to effect a Third Party Offer from a Third Party Offeror Drag Along Sale, such Bxxxxxx Entities may, at their option, require all other holders of Membership Interests to purchase all transfer in such Drag Along Sale their respective Drag Along Portion of the Purchased SecuritiesMembership Interests then held by such other holders on the same terms and conditions, such Partner(s) (the “Initiating Partners”) shall forthwith send this Third Party Offer subject to the other Partners. In such circumstances, same agreements and for the Managing General Partner shall convene a meeting of Partners within ten (10) days following transmittal of the Offer to all Partnerssame consideration, as indicated above. During this meeting of Partners, the Third Party Offer shall be debated and, in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) of the securities of each entity forming the Purchased Securities agree to accept the Offer in question, then all the Partners and their Affiliates who own Purchased Securities shall be deemed to have accepted the Offer. The sale of all Purchased Securities shall then be carried out as per the terms and conditions set out in the Third Party Offer. The Closing of a sale pursuant to this section shall take place at the place to be specified in a notice to be provided by the Initiating Partners to such Partners, no later than ten (10) Business Days prior to the date of Closing of the sale of the Purchased Securities as contemplated in the Third Party Offer. In the event that a Third Party Offer is accepted or deemed accepted Bxxxxxx Entities pursuant to the terms of this section 11.2Section 8.06(b), then Labopharm Inc. covenants in each case, subject to sell its Shares and Labopharm USASection 7.04. (i) In the event of a proposed Drag Along Sale, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant the Bxxxxxx Entities that are parties to sell such sale (or Barnes&Noble on their units behalf) shall provide to each other holder of Labopharm Pharmaceuticals, LLC as part Membership Interests not later than the 30th day prior to the proposed Drag Along Sale: (A) a written notice of the Purchased Securities pursuant terms and conditions of such Drag Along Sale (a “Drag Along Notice”) together with a statement asserting each such holder’s obligation to participate in such Drag Along Sale on the same terms and conditions, subject to the same agreements and for the same consideration, as such Bxxxxxx Entity, (B) the purchase agreement (or similar instrument of transfer), including all attachments and schedules, that is the subject of such Drag Along Sale and (C) a summary of the material terms of any other proposed contemporaneous or related commercial or similar arrangements between any Bxxxxxx Entity (or any Affiliate of Barnes&Noble, other than the Company and any direct or indirect Subsidiary of the Company) and the proposed transferee in such Drag Along Sale, subject to customary confidentiality agreements. (ii) Each holder of Membership Interests that receives a Drag Along Notice shall be required to participate in the Drag Along Sale on the terms and conditions set forth in the Drag Along Notice (subject to this section 11.2. To the extent permitted by applicable lawSection 8.06(b)(ii)) and, if any such Drag Along Sale involves a merger or consolidation, each Partner (for holder of Membership Interests that receives a Drag Along Notice with respect to such Drag Along Sale shall be required to vote in favor of or consent in writing to such merger or consolidation; provided, however, that notwithstanding anything to the purposes contrary contained herein, no such holder shall be subject to the provisions of this section 11.2Section 8.06(b) if in the Drag Along Sale such holder: (A) is required to make any representations or warranties in such Drag Along Sale other than as to such holder’s ownership and authority to sell, free of liens, claims and encumbrances, the “Principal”) hereby irrevocably nominates, constitutes and appoints the Initiating Partners, Membership Interests proposed to be the Principal’s true and lawful attorney and agent, with full power and authority, for and on behalf of the Principal, and in the name or otherwise of the Principalsold by such holder, and as to the Principaldue authorization, execution, delivery and enforceability of the definitive documents entered into by such holder in connection with such Drag Along Sale; (B) is required to be subject to an obligation for indemnification or other liability that (X) relates to the representations, warranties or covenants made by any other holder of Membership Interests and relating to such holder’s act and deed, ownership of Membership Interests or (Y) is in excess of either (I) the aggregate purchase price that such holder actually receives in such transaction or (II) the obligation for indemnification or other liability applicable to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other instruments the Bxxxxxx Entities in the Drag Along Sale (as may be necessary or desirable to effectively transfer and assign appropriately adjusted for the Purchased Securities held relative portion of the Drag Along Sale that is represented by the Principal upon Closing Drag Along Portion); or (C) is subject to any obligations that are different and adverse (taking into account the relative positions of any such holder to any Bxxxxxx Entities in such transaction) as compared to any Bxxxxxx Entities in such transaction or is subject to any non-compete or non-solicit or similar covenant. All out of pocket costs and expenses incurred by any holder in connection with a Drag Along Sale shall be paid by such holder. In connection with any Drag Along Sale, the closing of the sale of Membership Interests held by any Bxxxxxx Entity and the Purchased Securities. The power closing of attorney granted herein is irrevocable and is the sale of Membership Interests held by any holder of Membership Interests that receives a power coupled with an interest and will survive Drag Along Notice shall each occur on the disability or dissolution of same date. (iii) Notwithstanding the foregoing, any Principal and extends Bxxxxxx Entity that delivers a Drag Along Notice pursuant to the successors and assigns this Section 8.06(b) may at any time prior to consummation of a Principal. Each Principal agrees to be bound by Drag Along Sale terminate the proposed sale and any representations and actions made or taken by the Initiating Partners in good faith pursuant to such power concomitant drag along obligations of attorney and waives any and all defences which may be available to contest, negate or disaffirm the action other holders of the Initiating Partners so taken in good faith under the power of attorney. The provisions of this section 11.2 shall apply in priority over and supersede the provisions of section 10.2 hereofMembership Interests.

Drag Along. 4.1 If a Transferor sells, other than in a public offering pursuant to a registration statement, shares of Common Stock held by such Transferor to a Transferee in one transaction or more Partners receive a Third Party Offer from a Third Party Offeror to purchase series of related transactions on arms-length terms which constitute the transfer of all of the Purchased SecuritiesCommon Stock then owned by Xxxxx and its Affiliates, the Transferor and/or its affiliates may, at their option, cause TCW (together with any party deemed to be included in such Partner(sdefinition pursuant to SECTION 4.2 below, a "DRAG-ALONG PARTY") (the “Initiating Partners”) shall forthwith send this Third Party Offer to sell to the other Partners. In such circumstancesTransferee, on the Managing General Partner shall convene a meeting of Partners within ten (10) days following transmittal of the Offer to all Partners, as indicated above. During this meeting of Partners, the Third Party Offer shall be debated and, in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) of the securities of each entity forming the Purchased Securities agree to accept the Offer in question, then all the Partners and their Affiliates who own Purchased Securities shall be deemed to have accepted the Offer. The sale of all Purchased Securities shall then be carried out as per the same terms and conditions set out as provided with respect to the sale by the Transferor to such Transferee in such transaction, all shares of Common Stock which the Drag-Along Party then owns (such shares being "DRAG-ALONG SHARES" and such transaction being a "DRAG-ALONG TRANSACTION"); PROVIDED, HOWEVER, that: (x) the price for the Drag-Along Shares may not be lower than the price per share paid to the Transferor in the Third Party Offer. The Closing of a sale pursuant to this section same or related transaction; and (y) the consideration for the Drag-Along Shares shall take place be paid in cash at the place closing of the Drag-Along Transaction(s) unless the relevant Drag-Along Party consents to be specified payment in a notice to be provided form other than cash or, at the option of the relevant Drag-Along Party, in the same form of payment as received by the Initiating Partners Transferor. 4.2 If TCW or any of its Affiliates (a "TCW ENTITY") proposes to Transfer to any Affiliate thereof any of the Common Stock held by such PartnersTCW Entity, no later than ten (10) Business Days prior then such TCW 5 <PAGE> Entity, as a condition to the date of Closing of the sale of the Purchased Securities as contemplated in the Third Party Offer. In the event that a Third Party Offer is accepted or deemed accepted pursuant Transfer, shall cause such Affiliate to the terms of this section 11.2, then Labopharm Inc. covenants to sell its Shares and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant to sell their units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms of this section 11.2. To the extent permitted by applicable law, each Partner (for the purposes of this section 11.2, the “Principal”) hereby irrevocably nominates, constitutes and appoints the Initiating Partners, to be the Principal’s true and lawful attorney and agent, with full power and authority, for and on behalf of the Principal, and in the name or otherwise of the Principal, and as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other instruments as may be necessary or desirable to effectively transfer and assign the Purchased Securities held by the Principal upon Closing of the sale of the Purchased Securities. The power of attorney granted herein is irrevocable and is a power coupled with an interest and will survive the disability or dissolution of any Principal and extends to the successors and assigns of a Principal. Each Principal agrees agree to be bound by any representations this SECTION 4 and actions made or taken by the Initiating Partners in good faith pursuant such Affiliate shall thereupon be deemed to such power of attorney be a party hereto and waives any and all defences which may be available to contest, negate or disaffirm the action shall notify Xxxxx of the Initiating Partners so taken in good faith under the power identity and address of attorneysuch Affiliate. Thereupon such Affiliate shall also be deemed a "Drag-Along Party" for purposes of this Agreement. The provisions drag-along rights set forth in this SECTION 4 shall not be applicable to transferees of the Drag-Along Party other than to other Affiliates of such Drag-Along Party. 4.3 To exercise a drag-along right, Transferor shall give written notice (the "DRAG-ALONG NOTICE") to the Drag-Along Party against whom the right is to be enforced at least fifteen (15) business days prior to any proposed Transfer of Common Stock. The notice shall specify the terms of such Transfer and certify as to the facts supporting exercise of the drag-along right and include a copy of the contract between the Transferor and Transferee to consummate the Drag-Along Transfer (the "SALE CONTRACT"), if such a Sale Contract has been signed . During the Drag-Along Period (as defined below), the Drag-Along Party in receipt of the Drag-Along Notice may not Transfer any Securities subject to Transferor's drag-along rights under this section 11.2 SECTION 4 to any Person other than Transferor or the Transferee. The "Drag-Along Period" shall apply in priority over be the period commencing on the date the Drag Along Notice is given and supersede terminating on the provisions earlier of section 10.2 hereof(i) the 120th day following delivery of the Drag-Along Notice or (ii) the date of termination of the Sale Contract. SECTION 5.

Drag Along. If one If, at any time, (i) Acorn desires to offer to sell to any person or more Partners receive persons, other than an affiliate of Acorn, all the Ordinary Shares then held by Acorn and its affiliates for a Third Party Offer from sale price per Ordinary Share not less than 80% of the price per Ordinary Share under the Share Purchase Agreement with Rxxxxx (a Third Party Offeror “Divestiture”) and (ii) the Ordinary Shares then held by Acorn and its affiliates represent at least 30% of the then issued and outstanding Ordinary Shares, then Acorn shall have the right (“Drag Along Right”) to purchase require each Individual Shareholder to participate in such sale of Ordinary Shares by Acorn and to sell all of his Ordinary Shares, and the Purchased SecuritiesIndividual Shareholders shall have the right (“Tag Along Right”) to so participate, in each case on the same terms and conditions (including representations, warranties and indemnities, so long as such Partner(s) representations, warranties, covenants and indemnities are not less favorable to the Individual Shareholders than those in the Share Purchase Agreement with Rxxxxx), as are applicable to Acorn’s sale of its Ordinary Shares in the Divestiture To exercise its Drag Along Right, Acorn shall promptly deliver to each of the Individual Shareholders a written notice (the “Initiating PartnersDivestiture Notice”) shall forthwith send stating Acorn’s intention to sell all its Ordinary Shares and that it is electing thereby to exercise its Drag Along Right pursuant to this Third Party Offer to the other Partners. In such circumstancesLetter Agreement in connection therewith, the Managing General Partner shall convene a meeting of Partners within ten (10) days following transmittal of the Offer to all Partners, as indicated above. During this meeting of Partners, the Third Party Offer shall be debated and, in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) of the securities of each entity forming the Purchased Securities agree to accept the Offer in question, then all the Partners and their Affiliates who own Purchased Securities shall be deemed to have accepted the Offer. The sale of all Purchased Securities shall then be carried out as per setting forth the terms and conditions set out in of the Third Party OfferDivestiture, including, without limitation, to the extent known, the identity of the proposed purchaser and the amount and type of consideration to be paid therefor. The Closing Divestiture Notice shall be accompanied or followed, to the extent available, by a copy of a any written offer, letter of intent, term sheet or contract of sale pursuant pertaining to this section shall take place at the place to be specified in a notice to be provided by the Initiating Partners to such Partners, no later than ten (10) Business Days Divestiture transaction. At any time prior to the date closing of Closing a Divestiture in respect of which Acorn has exercised its Drag Along Right, Acorn may withdraw from the Divestiture and its election to exercise its Drag Along Right upon written notice to the Individual Shareholders. The closing of the purchase and sale of any Ordinary Shares to be sold by the Individual Shareholders to the purchaser pursuant to the Drag Along Right shall occur concurrently with the closing of the sale of the Purchased Securities as contemplated Ordinary Shares by Acorn to the purchaser in the Third Party OfferDivestiture. In the event that a Third Party Offer is accepted or deemed accepted pursuant At any such closing, each Individual Shareholder shall deliver to the terms purchaser a certificate or certificates representing the number of this section 11.2Ordinary Shares owned by such Individual Shareholder, then Labopharm Inc. covenants duly endorsed in blank or accompanied by a duly executed stock power in blank, with signatures duly guaranteed and all requisite stock transfer stamps affixed thereto. The individual Shareholders agree to sell its Shares and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant cooperate with Acorn in effecting the Drag Along Right which is intended to sell their units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant allow Acorn to deliver to the terms of this section 11.2. To the extent permitted by applicable law, each Partner (for the purposes of this section 11.2, the “Principal”) hereby irrevocably nominates, constitutes and appoints the Initiating Partners, to be the Principal’s true and lawful attorney and agent, with full power and authority, for and on behalf of the Principal, and purchaser in the name or otherwise Divestiture the 50% of the Principal, and as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other instruments as may be necessary or desirable to effectively transfer and assign the Purchased Securities DSIT collectively held by Acorn and the Principal upon Closing of the sale of the Purchased Securities. The power of attorney granted herein is irrevocable and is a power coupled with an interest and will survive the disability or dissolution of any Principal and extends to the successors and assigns of a Principal. Each Principal agrees to be bound by any representations and actions made or taken by the Initiating Partners in good faith pursuant to such power of attorney and waives any and all defences which may be available to contest, negate or disaffirm the action of the Initiating Partners so taken in good faith under the power of attorney. The provisions of this section 11.2 shall apply in priority over and supersede the provisions of section 10.2 hereofIndividual Shareholders.

Drag Along. (i) If one any member or more Partners receive a Third Party Offer from a Third Party Offeror to purchase all group of members of the Purchased SecuritiesSponsor Group (collectively, such Partner(sthe “Dragging Party”) proposes to consummate, or proposes to cause the Partnership to consummate, an Extraordinary Transaction (including by (x) transferring equity securities or other interests in any parent entity that holds equity securities or other interests in the General Partner or (y) the General Partner Transferring Partnership Units), the General Partner may (but shall not be required to) notify all other Limited Partners (the “Initiating Dragged Limited Partners”) in writing of its election to exercise the drag along rights in respect of Partnership Units held by them in accordance with the terms, conditions and procedures set forth in this Section 11.07 (a “Drag Along Notice”). If equity securities or other interests in any parent entity that directly or indirectly holds equity securities in the Partnership are the subject of the Drag Along Sale, the provisions of this Section 11.07 shall forthwith send this Third Party Offer apply to the other Partners. In such circumstances, the Managing General Partner shall convene a meeting of Partners within ten (10) days following transmittal of the Offer to all Partners, as indicated above. During this meeting of Partners, the Third Party Offer shall be debated and, in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) of the securities of each entity forming the Purchased Securities agree to accept the Offer in question, then all the Partners and their Affiliates who own Purchased Securities shall be deemed to have accepted the Offer. The sale of all Purchased Securities shall then be carried out as per the terms and conditions set out in the Third Party Offer. The Closing of a sale pursuant to this section shall take place at the place to be specified in a notice to be provided Partnership Units beneficially owned by the Initiating Partners to such Partners, no later than ten Dragging Party. (10ii) Business Days prior to the date of Closing of the sale of the Purchased Securities as contemplated in the Third Party Offer. In the event that a Third the General Partner elects to exercise its drag along rights in connection with an Extraordinary Transaction, the Dragged Limited Partners shall consent to and raise no objections to the proposed transaction, and the Dragged Limited Partners and the Partnership will take all other actions reasonably necessary or desirable to cause the consummation of such transaction on the terms proposed by the Dragging Party Offer is accepted or deemed accepted pursuant to and consistent with the terms of this section 11.2Section 11.07 (such transaction, then Labopharm Inc. covenants a “Drag Along Sale”). Without limiting the foregoing, (i) if the proposed Drag Along Sale requires approval of the Dragged Limited Partners, the Dragged Limited Partners will vote or cause to be voted all Partnership Units that they hold or with respect to which such Dragged Limited Partners have the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith, and (ii) if the proposed Drag Along Sale is structured as or involves a Transfer of securities or interests, each Dragged Limited Partner shall agree to sell its Shares and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant to sell their units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms same transferee (or its designee) in such Drag Along Sale the number of this section 11.2. To Partnership Units equal to the extent permitted product of (x) the number of Partnership Units held by applicable law, each such Dragged Limited Partner and (for the purposes of this section 11.2y) a fraction, the “Principal”numerator of which is the total number of Partnership Units proposed to be Transferred by the Dragging Party in such Drag Along Sale and the denominator of which is the total number of Partnership Units beneficially owned by the Sponsor Group. (iii) Each Dragged Limited Partner hereby irrevocably nominatesmakes, constitutes and appoints the Initiating Partners, General Partner with respect to be the Principalsuch Drag Along Sale as such Dragged Limited Partner’s true duly appointed proxy and lawful attorney and agentin fact, with full power of substitution and authorityresubstitution, for in the name, place and stead of such Dragged Limited Partner, granting the General Partner full power and authority to do and perform each and every act and thing requisite, necessary and advisable to be done in connection with such Drag Along Sale consistent with the provisions of this Section 11.07 (including full power and authority (i) to vote with respect to such Dragged Limited Partner’s Partnership Units in favor of and in furtherance of any such Drag Along Sale and (ii) to execute, seal (where applicable) and deliver, on behalf of such Dragged Limited Partner, any and all definitive agreements, deeds, notices, documents or certificates to be executed by such Dragged Limited Partner in connection with such Drag Along Sale and binding such Dragged Limited Partner to deliver its Partnership Units and to all other agreements set forth in such definitive documents for such Drag Along Sale). The foregoing proxy and appointment of attorney in fact (including any successive proxy and attorney in fact), being coupled with an interest, is irrevocable and will not be revoked by the Principalinsolvency, and in the name bankruptcy, death, incapacity, dissolution, liquidation or otherwise other termination of the Principal, and as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and existence of such Dragged Limited Partner. Each Dragged Limited Partner will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of such proxy and appointment and hereby revokes any proxy or desirable similar appointment previously granted by such Dragged Limited Partner with respect to effectively transfer any Partnership Units. Except with respect to violations of law, each Dragged Limited Partner agrees that it will ratify and assign confirm all actions that the Purchased Securities held by the Principal upon Closing of the sale of the Purchased Securities. The power of attorney granted herein is irrevocable and is a power coupled with an interest and will survive the disability General Partner may do or dissolution of any Principal and extends cause to be done pursuant to the successors and assigns of a Principal. Each Principal agrees to be bound by any representations and actions made or taken by the Initiating Partners in good faith pursuant to such power of attorney foregoing, and waives any and all defences which defenses that may be available to contest, negate or disaffirm the any action of the Initiating General Partner pursuant to the foregoing. (iv) At the Dragging Party’s request in connection with a Drag Along Sale, each Dragged Limited Partner shall agree to make the same representations, warranties, covenants, indemnities and agreements, and enter into the same transaction agreements, as the Dragging Party makes or enters into in connection with the Drag Along Sale (except that, in the case of representations and warranties pertaining specifically to, or covenants, indemnities or other agreements made specifically by, the Dragging Party, each such Dragged Limited Partner shall make comparable representations and warranties pertaining specifically to (and covenants, indemnities or other agreements specifically by) such Dragged Limited Partner), and will agree to bear on a several and not joint basis its pro rata share (based on the relative proceeds payable in connection with such Drag Along Sale) of all liabilities arising out of representations, warranties, covenants, indemnities or other agreements (other than those representations, warranties, covenants, indemnities or other agreements that pertain specifically to the Dragging Party or any Dragged Limited Partner, who shall bear all of the liability related thereto) made in connection with the Drag Along Sale (provided, that, in no event shall the pro rata share of liabilities of the Dragging Party or any Dragged Limited Partner exceed the proceeds payable to such Person in connection with such Drag Along Sale). Any escrow of sale or other disposition proceeds of any Drag Along Sale shall be withheld on a pro rata basis among the Dragging Party and the Dragged Limited Partners so taken (based on the relative proceeds payable in connection with such Drag Along Sale) on such terms as shall be reasonably determined by the Dragging Party. (v) The obligations of the Dragged Limited Partners with respect to the Drag Along Sale are subject to the requirement that the Dragging Party and each Dragged Limited Partner shall receive the same form and amount of consideration in respect of each of their Partnership Units to be Transferred in the Drag Along Sale, or if the Dragging Party is given an option as to the form and amount of consideration to be received in connection with the Drag Along Sale, all Dragged Limited Partners shall be given the same option; provided that, if the Dragging Party and the Dragged Limited Partners are selling different classes or series of Partnership Units, the economic benefits to be received by, and the burdens to be borne by, the other Limited Partners shall be adjusted as determined by the Dragging Limited Partner that delivered the Drag Along Notice in good faith under (taking into account the power differences among the classes or series of attorneyUnits). (vi) Each Dragged Limited Partner will bear (i) its own costs and expenses incurred in connection with the Drag Along Sale and (ii) its pro rata share (based on the relative proceeds payable in connection with such Drag Along Sale) of the costs and expenses incurred in connection with the Drag Along Sale to the extent such costs and expenses are incurred for the benefit of both the Dragging Party and the Dragged Limited Partners and are not otherwise paid by the transferee. In the event that the Drag Along Sale is not consummated for any reason, the Partnership will reimburse all Partners and the Dragging Party for all expenses reasonably paid or incurred by them in connection therewith. (vii) The Dragging Party shall, in its sole and absolute discretion, decide whether or not to pursue, consummate, postpone or abandon any Drag Along Sale and the terms and conditions thereof. No Partner (nor any member of the Sponsor Group) nor any Affiliate of any such Partner shall, to the fullest extent permitted by law, have any liability to any other Partner or the Partnership arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any Drag Along Sale, except to the extent such Partner shall have failed to comply with the provisions of this section 11.2 shall apply in priority over and supersede the provisions of section 10.2 hereofSection 11.07.

Drag Along. If one (a) For so long as the Gxxxxx Parties are the Majority Holder, following the date that is eighteen (18) months after the Closing Date and in connection with any Full Sale that complies with Section 7.1(b), the Company Board may require the Trawlers Party to sell all of their Company Ordinary Shares and take such other actions as are reasonably necessary to effect the Full Sale, including (i) waiving any appraisal or more Partners receive dissenters' rights, (ii) voting its Company Ordinary Shares to (x) approve such Full Sale or (y) adopt the definitive agreement with respect to such Full Sale and (iii) tendering its shares into a Third Party Offer from tender offer in respect of such Full Sale (a Third Party Offeror “Dragged Trawlers” and such transaction, a “Drag Sale”). (b) The Company Board shall be permitted to purchase require the Dragged Trawlers to take the actions contemplated by Section 7.1(a), only if: (i) the Gxxxxx Parties representing the Gxxxxx Parties Majority have committed to or agreed to vote or tender their respective Company Ordinary Shares in favor of the Full Sale (evidence of such agreement to be provided to the Dragged Trawlers in writing promptly following execution thereof and it being understood that such an agreement may include a “fallaway” if the Company Board changes its recommendation in respect of such a transaction); (ii) the Company Board votes in favor of the Full Sale and does not effect a change of recommendation with respect to such Full Sale prior to the applicable shareholder meeting convened to approve, or (if applicable) the closing of the tender offer for, such Full Sale; (iii) the Gxxxxx Parties have provided written notice of such proposed Full Sale to the Trawlers Parties, which notice shall include all of the Purchased Securitiesmaterial terms and conditions of such proposed Full Sale, to require the Trawlers Parties to take the actions contemplated by Section 7.1(a) (as applicable); (iv) in connection with such Full Sale the Trawlers Parties receive (directly from the purchaser in such Full Sale or otherwise) (1) consideration solely comprised of cash (without any holdback, escrow or other deduction) and (2) no less than the highest amount of consideration (on a per security basis, looked at per class of security) that is being paid to the holder of such class of security (taking into account any payments made directly or indirectly to any party in connection with such Full Sale); provided, if a definitive agreement is entered into with respect to such Full Sale (or such Full Sale is otherwise consummated) prior to the third (3rd) anniversary of the Closing Date, then without limitation to the foregoing requirement, such Partner(sconsideration received by the Trawlers Parties (directly from the purchaser in such Full Sale or otherwise) will (X) be no less than $33.00 per Company Ordinary Share and (Y) consist solely of cash (unless the Trawlers Parties otherwise elect to receive the transaction consideration prior to the entry into the definitive agreement for such Drag Sale by the Company); and (v) such Full Sale complies with this Agreement; provided, further, that the obligations of the Trawlers Parties in connection with the Drag Sale shall be no more onerous than the obligations of the Gxxxxx Parties (the “Initiating PartnersDrag Terms of Purchase”). Notwithstanding the foregoing, it is understood and agreed that in any such Drag Sale (or in any series of transactions related to such Drag Sale) shall forthwith send this Third Party Offer the Gxxxxx Parties may be given the opportunity to the other Partners. In such circumstancesrollover, the Managing General Partner shall convene and may accept and effect a meeting rollover of, a portion of Partners within ten (10) days following transmittal of the Offer to all Partners, as indicated above. During this meeting of Partners, the Third Party Offer shall be debated and, in circumstances where Partners holding, directly or through Affiliates, at least eighty-five their Company Ordinary Shares representing not more than fifty percent (8550%) of the securities Company Ordinary Shares held by the Gxxxxx Parties immediately prior to such Drag Sale, which rollover opportunity need not be offered to any of each entity forming the Purchased Securities agree to accept Trawlers Parties. (c) Each of the Offer in questionDragged Trawlers shall cooperate in, then all the Partners and their Affiliates who own Purchased Securities shall be deemed to have accepted the Offer. The sale of all Purchased Securities shall then be carried out as per the terms and conditions set out in the Third Party Offer. The Closing of a sale pursuant to this section shall take place at all actions that the place Company, acting reasonably, deems necessary to consummate the Drag Sale, including, (i) voting their respective Company Ordinary Shares in favor of the Drag Sale, (ii) voting their respective Company Ordinary Shares in opposition to any and all other proposals that could oppose, prevent, delay, or impair the Company’s ability to close the Drag Sale, (iii) subjecting any such Company Ordinary Shares to any arrangement or agreement with respect to voting any such Company Ordinary Shares in respect of such Drag Sale, and (iv) subject to the Drag Terms of Purchase, entering into an agreement(s) with the Company and/or the proposed transferee in connection with the Drag Sale as may be specified in a notice to be provided reasonably requested by the Initiating Partners Company. Without limiting the generality of the foregoing, each Dragged Trawlers hereby waives any dissenter’s rights, appraisal rights or similar rights in connection with such transaction contemplated by this Section 7.1 and agrees to execute any agreement evidencing the same in connection with a Drag Sale. (d) Notwithstanding anything to the contrary in this Agreement, any Full Sale that is consummated (or a definitive agreement in respect of such Partners, no later than ten (10Full Sale is entered into) Business Days prior to the date of Closing that is the third (3rd) anniversary of the sale Closing Date (i) shall provide for the Trawlers Parties to receive consideration (directly or indirectly) of no less than $33.00 in cash per Company Ordinary Share and (ii) may result in the Gxxxxx Parties rolling over a portion of their Company Ordinary Shares representing not more than fifty percent (50%) of the Purchased Securities as contemplated in the Third Party Offer. In the event that a Third Party Offer is accepted or deemed accepted pursuant to the terms of this section 11.2, then Labopharm Inc. covenants to sell its Company Ordinary Shares and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant to sell their units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms of this section 11.2. To the extent permitted by applicable law, each Partner (for the purposes of this section 11.2, the “Principal”) hereby irrevocably nominates, constitutes and appoints the Initiating Partners, to be the Principal’s true and lawful attorney and agent, with full power and authority, for and on behalf of the Principal, and in the name or otherwise of the Principal, and as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other instruments as may be necessary or desirable to effectively transfer and assign the Purchased Securities held by the Principal upon Closing Gxxxxx Parties immediately prior to such Full Sale in connection with such Full Sale (or in any of series of transactions related to such Full Sale). (e) Notwithstanding anything to the contrary in this Agreement, without the prior written consent of the sale of Trawlers Parties, the Purchased Securities. The power of attorney granted herein is irrevocable Gxxxxx Parties shall not (and is a power coupled with an interest and will survive the disability shall cause their respective Representatives not to) directly or dissolution of indirectly, initiate, solicit, encourage, facilitate, participate in, enter into, approve, consummate or otherwise support any Principal and extends Full Sale prior to the successors date that is twelve (12) months after the Closing Date, and assigns of any attempt to effect a Principal. Each Principal agrees to be bound by any representations and actions made or taken by the Initiating Partners Full Sale in good faith pursuant to such power of attorney and waives any and all defences which may be available to contest, negate or disaffirm the action of the Initiating Partners so taken in good faith under the power of attorney. The provisions violation of this section 11.2 Section 7.1(e) shall apply in priority over be null and supersede the provisions of section 10.2 hereofvoid ab initio.

Drag Along. If one or more Partners receive a Third Party Offer from a Third Party Offeror to purchase all (a) At any time after the expiration of the Purchased SecuritiesStandstill Period and provided that the Xxxxxx Parties have not acquired the Option Securities pursuant to Section 10, such Partner(s) an Authorized Group may notify the other Direct Parties (the “Initiating PartnersOther Parties”) shall forthwith send this Third Party Offer of its intention to accept a Global Offer, by delivering a Transfer Notice to the other Partners. In Other Parties (a “Drag Along Notice”), if: (i) such circumstancesGlobal Offer was the Best Global Offer submitted during the course of an Auction Bid Process initiated by this Authorized Group in accordance with Section 11; or (ii) such Global Offer was unsolicited and received by this Authorized Group, provided that where an unsolicited Global Offer is received by an Authorized Group outside the conduct of an Auction Bid Process, this Authorized Group may only exercise its Drag Along Right (as such term is defined hereunder) in accordance with this Section 11.2 if such unsolicited Global Offer is approved by the Financial Investors, the Managing General Partner Xxxxx Parties, the Gras Parties and, as the case may be, any other Direct Party which has become entitled to appoint two (2) nominees at the Supervisory Board in accordance with Section 2.6. The Authorized Group which delivers a Drag Along Notice to the Other Parties is hereinafter referred to as the “Drag Along Party”. (b) Without prejudice to the foregoing, in the event that a Permitted Transfer pursuant to Section 9.1(o) qualifies as a Global Offer, all (and not several of) the Parties having consented to such Permitted Transfer in accordance with the provisions of Section 9.1(o) will be entitled to jointly serve a Drag Along Notice to the Other Parties (which, for the avoidance of doubt, shall convene a meeting of Partners within ten (10comprise any Direct Party which either has voted against the Permitted Transfer at stake or was not allowed to vote on such Permitted Transfer) days following transmittal and exercise in common their rights as Drag Along Parties under this Section 11.2 irrespective of the Offer to all Partners, as indicated above. During this meeting date of Partnersthe said Global Offer. (c) By delivering the Drag Along Notice, the Third Party Drag Along Party(ies) shall have the absolute right to require the Other Parties, to Transfer all of their Securities pursuant to the Global Offer shall be debated and, in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) concomitantly with the Transfer of the securities Securities of each entity forming the Purchased Securities agree to accept Drag Along Parties, under the Offer in question, then all the Partners and their Affiliates who own Purchased Securities shall be deemed to have accepted the Offer. The sale of all Purchased Securities shall then be carried out as per the same terms and conditions set out and for a price calculated in accordance with Section 8 on the basis of the Global Valuation included in the Third Party Offer. The Closing Global Offer (the “Drag Along Right”), within sixty (60) Business Days following the receipt of a sale pursuant to this section shall take place the Drag Along Notice at the place latest (or such later date as may be necessary to be specified in obtain any authorization or consent by a notice to be provided by the Initiating Partners to such Partners, no later than Governmental Authority). (d) Within ten (10) Business Days prior of delivery of the Drag Along Notice, each of the Other Parties shall execute and deliver to the date of Closing of Drag Along Party, or in case there are several Drag Along Parties, to such Drag Along Party designated by the sale of the Purchased Securities as contemplated in the Third Party Offer. In the event that a Third Party Offer is accepted or deemed accepted pursuant Drag Along Parties to the terms of this section 11.2, then Labopharm Inc. covenants to sell its Shares and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant to sell their units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms of this section 11.2. To the extent permitted by applicable law, each Partner such effect (for the purposes of this section 11.2, the “PrincipalAttorney-in-Fact”) hereby irrevocably nominates, constitutes and appoints the Initiating Partners, to be the Principal’s true and lawful attorney and agent, with full power and authority, for and on behalf of the Principal, and in the name or otherwise of the Principal, and as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other instruments as may be necessary or desirable to effectively transfer and assign the Purchased Securities held by the Principal upon Closing of the sale of the Purchased Securities. The power of attorney granted herein is irrevocable and is a power coupled with an interest and will survive the disability or dissolution of any Principal and extends to the successors and assigns of a Principal. Each Principal agrees to be bound by any representations and actions made or taken by the Initiating Partners in good faith pursuant to such power of attorney and waives any and all defences which may be available to contest, negate or disaffirm the action of the Initiating Partners so taken in good faith under the power of attorney. The provisions of this section 11.2 shall apply in priority over and supersede the provisions of section 10.2 hereof.)

Drag Along. If one Notwithstanding anything in Section 2.1 to the contrary, if Purchaser or more Partners receive any Fortress Stockholder or group of Fortress Stockholders proposes to effect a Third Party Offer from Change of Control Sale prior to the consummation of a Third Party Offeror Purchaser IPO, Purchaser or such Fortress Stockholders may, at their option, require the Stockholder (and any Permitted Transferee that then owns any Purchaser Common Shares) to purchase Transfer in such Change of Control Sale all of the Purchased Securities, Purchaser Common Shares then owned by the Stockholder (and such Partner(sother Permitted Transferees that then own any Purchaser Common Shares) (collectively, the “Initiating PartnersDrag Along Stockholders”) shall forthwith send this Third Party Offer on the same terms and conditions, subject to the other Partners. In such circumstances, same agreements and for the Managing General Partner shall convene a meeting of Partners within ten (10) days following transmittal of the Offer to all Partnerssame consideration, as indicated above. During this meeting the applicable Fortress Stockholders participating in such Change of PartnersControl Sale, the Third Party Offer shall be debated and, in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) of the securities of each entity forming the Purchased Securities agree to accept the Offer in question, then all the Partners and their Affiliates who own Purchased Securities shall be deemed to have accepted the Offer. The sale of all Purchased Securities shall then be carried out as per the terms and conditions set out in the Third Party Offer. The Closing of a sale pursuant to this section shall take place at the place to be specified in a notice to be provided by the Initiating Partners to such Partners, no later than ten (10) Business Days prior to the date of Closing of the sale of the Purchased Securities as contemplated in the Third Party Offer. In the event that a Third Party Offer is accepted or deemed accepted pursuant to the terms of this section 11.2Section 2.2(b). (i) In the event Purchaser or any Fortress Stockholders elect to exercise their rights pursuant to this Section 2.2(b), then Labopharm Inc. covenants Purchaser shall provide to sell its Shares and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant the Stockholder a Change of Control Notice not later than the 10th business day prior to sell their units of Labopharm Pharmaceuticals, LLC as part the closing of the Purchased Securities pursuant proposed Change of Control Sale. (ii) Upon receipt of a Change of Control Notice, the Drag Along Stockholders shall be required to participate in the Change of Control Sale, on the terms and conditions set forth in the Change of Control Notice (subject to this Section 2.2(b)(ii) and Section 2.2(b)(iii)) and, if any such Change of Control Sale involves a merger, consolidation or sale of all or substantially all assets of Purchaser and its subsidiaries, the Drag Along Stockholders shall be required to vote in favor of or consent in writing to such merger, consolidation or sale of all or substantially all assets (and, without limiting the foregoing, each Drag Along Stockholder shall (to the terms of this section 11.2extent applicable) waive any dissenters’ rights, appraisal rights or similar rights in connection therewith). To In connection with the extent permitted by applicable lawforegoing, each Partner Drag Along Stockholder shall be required to join and become a party to each agreement that is approved by Purchaser or any Fortress Stockholder or group of Fortress Stockholders, as applicable (or to which any Fortress Stockholder is a party), in connection with a Change of Control Sale, including any such agreement that provides for representations and warranties, indemnification obligations (including escrows, hold backs or other similar arrangements to support such indemnification obligations), releases, covenants or other obligations, in each case, of the purposes holders of this section 11.2Purchaser Common Shares party thereto; provided that (x) except in the case of the following clause (y), the “Principal”indemnification obligations of each Drag Along Stockholder in connection with a Change of Control Sale shall be the same as those made by the Fortress Stockholders and apportioned based on such Drag Along Stockholder’s pro rata portion of the aggregate consideration received by the holders of Purchaser Common Shares in such transaction, (y) with respect to breaches of Fundamental Representations made by any Drag Along Stockholder in connection with a Change of Control Sale, such Drag Along Stockholder shall be solely liable, and (z) the aggregate amount of liability for any Drag Along Stockholder shall not in any case exceed the total consideration received by such Drag Along Stockholder in the Change of Control Sale. The Stockholder (i) hereby irrevocably nominates, constitutes and appoints Purchaser or any designee thereof as its representative in connection with any agreement contemplated by this Section 2.2(b) (including the Initiating Partners, right to be the Principal’s true and lawful attorney and agent, with full power and authority, for and resolve any potential indemnification claims or other disputes on behalf of the PrincipalFortress Stockholders and the Drag Along Stockholders) and (ii) hereby irrevocably grants to, and appoints, Purchaser or any designee thereof, as the Stockholder’s proxy and attorney in fact (with full power of substitution), for and in the name name, place and stead of each Drag Along Stockholder, to vote the Purchaser Common Shares held by each Drag Along Stockholder, or otherwise to grant a consent or approval in respect of such Purchaser Common Shares, in connection with any meeting of Purchaser or any action by written consent in lieu of a meeting of Purchaser with respect to a Change of Control Sale. The Stockholder hereby affirms that such irrevocable proxy is given to secure the performance of the Principalduties of the Stockholder under this Agreement, and as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other instruments as may be necessary or desirable to effectively transfer and assign the Purchased Securities held by the Principal upon Closing of the sale of the Purchased Securities. The power of attorney granted herein is irrevocable and is a power coupled with an interest and will survive irrevocable. All out of pocket costs and expenses incurred by any Drag Along Stockholder in connection with a Change of Control Sale described in this Section 2.2(b) shall be paid by such Drag Along Stockholder. In connection with any Change of Control Sale described in this Section 2.2(b), the disability or dissolution closing of the Transfer of Purchaser Common Shares held by the applicable Fortress Stockholders and the closing of the Transfer of Purchaser Common Shares held by each Drag Along Stockholder shall each occur on the same date. (iii) Notwithstanding the foregoing, Purchaser and the applicable Fortress Stockholders may at any time prior to consummation of a Change of Control Sale described in this Section 2.2(b) terminate the proposed Transfer and any concomitant drag along obligations of any Principal and extends to the successors and assigns of a Principal. Each Principal agrees to be bound by any representations and actions made or taken by the Initiating Partners in good faith pursuant Drag Along Stockholders with respect to such power of attorney and waives any and all defences which may be available to contest, negate or disaffirm the action of the Initiating Partners so taken in good faith under the power of attorney. The provisions of this section 11.2 shall apply in priority over and supersede the provisions of section 10.2 hereofproposed Transfer.

Drag Along. If one The Voting Agreement is amended to incorporate the following as a new Section 10: (a) If, at any time, the Board of Directors and holders of at least a majority of the outstanding shares of Series E Preferred Stock vote or more Partners receive consent to a Sale of the Company (as defined in the Third Party Offer Amended and Restated Investors’ Rights Agreement dated as of September 30, 2002, as may be amended from time to time) (an “Approved Sale”), all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a Third Party Offeror to purchase merger, share exchange or consolidation of the Company, or a sale of all or substantially all of the Purchased Securities, such Partner(s) (the “Initiating Partners”) shall forthwith send this Third Party Offer to the other Partners. In such circumstances, the Managing General Partner shall convene a meeting of Partners within ten (10) days following transmittal assets of the Offer to Company or any other form of corporate reorganization, each Stockholder shall vote all Partners, as indicated above. During this meeting shares of Partners, the Third Party Offer shall be debated and, Stock owned or held by such Stockholder in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) favor of the securities of each entity forming the Purchased Securities agree to accept the Offer Approved Sale and shall waive any dissenters rights, appraisal rights or similar rights in questionconnection with such merger, then all the Partners and their Affiliates who own Purchased Securities shall be deemed to have accepted the Offer. The consolidation or sale, or (B) a sale of all Purchased Securities or substantially all of the capital stock of the Company, the Stockholders shall then be carried out as per agree to sell all shares of Stock which are the subject of the Approved Sale, on the terms and conditions of such Approved Sale. The Stockholders shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide customary representations, warranties, indemnities, and escrow arrangements relating to such Approved Sale and (2) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set out forth in below. The Stockholders shall be permitted to sell their shares of capital stock pursuant to an Approved Sale without complying with the provisions of the Third Party Offer. Amended and Restated Co-Sale and First Refusal Agreement dated as of September 30, 2002, as may be amended from time to time. (b) The Closing obligations of a sale the Stockholders pursuant to this section Section 10 are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each Stockholder shall take place at receive the place same proportion of the aggregate consideration from such Approved Sale that such holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s then current certificate of incorporation (giving effect to applicable liquidation preferences, if any); (ii) if any Stockholders of a class are given an option as to the form and amount of consideration to be specified in a notice received, all Stockholders of such class will be given the same option; (iii) no Stockholder shall be obligated to be provided by the Initiating Partners to such Partners, no later than ten (10) Business Days make any out-of-pocket expenditure prior to the date of Closing consummation of the sale Approved Sale (excluding modest expenditures for postage, copies, etc.) and no Stockholder shall be obligated to pay any portion (or shall be entitled to be reimbursed by the Company for that portion paid) that is more than its pro rata share (based upon the amount of the Purchased Securities as contemplated consideration received) of reasonable expenses incurred in the Third Party Offer. In the event that connection with a Third Party Offer is accepted or deemed accepted pursuant consummated Approved Sale, to the terms of this section 11.2, then Labopharm Inc. covenants to sell its Shares and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant to sell their units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms of this section 11.2. To the extent permitted by applicable law, each Partner (such costs are incurred for the purposes benefit of this section 11.2all Stockholders, and are not otherwise paid by the “Principal”) hereby irrevocably nominates, constitutes and appoints Company or the Initiating Partners, to be the Principal’s true and lawful attorney and agent, with full power and authority, for and acquiring party (costs incurred by or on behalf of a Stockholder for its sole benefit will not be considered costs of the Principaltransaction hereunder), provided that a Stockholder’s liability for such expenses shall be limited to the total purchase price received by such Stockholder for its shares of capital stock; (iv) no Stockholder shall be required to provide any representations, warranties or indemnities (other than pursuant to an escrow of a percentage of consideration receivable by such Stockholder so long as such percentage is the same for all Stockholders) in connection with the Approved Sale, other than those representations, warranties and indemnities concerning each Stockholder’s valid ownership of shares of capital stock and stock equivalents, free of all liens and encumbrances (other than those arising under applicable securities laws), and in the name each Stockholder’s authority, power, and right to enter into and consummate such purchase or otherwise merger agreement without violating any other agreement to which such Stockholder is a party or its assets are bound; and (v) if some or all of the Principalconsideration received in connection with the Approved Sale is other than cash, then the valuation of such assets shall be determined in accordance with the Company’s certificate of incorporation as then currently in effect. The determination of value shall be final and as binding on all parties. (c) If the Principal’s act Company and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other instruments as may be necessary or desirable to effectively transfer and assign the Purchased Securities held by the Principal upon Closing any of the sale Stockholders or their representatives enter into any negotiation or transaction for which Rule 506 under the Securities Act of 1933, as amended (or any similar rule then in effect (the Purchased Securities. The power of attorney granted herein is irrevocable and is a power coupled with an interest and will survive the disability or dissolution of any Principal and extends to the successors and assigns of a Principal. Each Principal agrees to be bound by any representations and actions made or taken by the Initiating Partners in good faith pursuant to such power of attorney and waives any and all defences which “Securities Act’)), may be available with respect to contestsuch negotiation or transaction (including a merger, negate consolidation or disaffirm other reorganization), each Stockholder who is not an accredited investor (as such term is defined in Rule 501 under the action Securities Act), at the request of the Initiating Partners so taken Company, will appoint an Investor Representative (as such term is defined in good faith Rule 501 under the power of attorney. The provisions of this section 11.2 shall apply in priority over and supersede Securities Act) reasonably acceptable to the provisions of section 10.2 hereofCompany.

Drag Along. If one or more Partners receive a Third Party Offer from a Third Party Offeror (a) Subject to purchase all of the Purchased SecuritiesSection 2.5, such Partner(s) (the “Initiating Partners”) shall forthwith send this Third Party Offer to the other Partners. In such circumstances, the Managing General Partner shall convene a meeting of Partners within ten (10) days following transmittal of the Offer to all Partners, as indicated above. During this meeting of Partners, the Third Party Offer shall be debated andif Resolute Investors holding, in circumstances where Partners holding, directly or through Affiliatesthe aggregate, at least eighty-five 50 percent (8550%) of the securities of each entity forming Common Shares (the Purchased Securities “Selling Shareholders”) agree to accept enter into a transaction which would result in the Offer in question, then Transfer of all the Partners Common Shares owned by the Selling Shareholders to a non-Affiliate third party (the “Drag-Along Buyer”), the Selling Shareholders may deliver written notice (a “Drag-Along Notice”) to each other Shareholder (the “Drag-Along Shareholders”), stating that such Selling Shareholders wish to exercise their rights under this Section 4.7 with respect to such Transfer, and their Affiliates who own Purchased Securities shall setting forth the name and address of the Drag-Along Buyer, the number of Common Shares proposed to be deemed to have accepted Transferred, the Offer. The sale proposed amount and form of the consideration, and all Purchased Securities shall then be carried out as per the other material terms and conditions set out in offered by the Third Party Offer. The Closing Drag-Along Buyer. (b) Upon delivery of a sale pursuant Drag-Along Notice, each Drag-Along Shareholder shall be required to this section Transfer all, but not less than all, of its Common Shares, upon the same terms and conditions (including, without limitation, as to price, time of payment and form of consideration) as agreed by the Selling Shareholders and the Drag-Along Buyer, and shall take place at make to the place Drag-Along Buyer representations, warranties, covenants, indemnities and agreements comparable to those made by the Selling Shareholders in connection with the Transfer (other than any non-competition or similar agreements or covenants that would bind the Drag-Along Shareholder or its Affiliates), and shall agree to the same conditions to the Transfer as the Selling Shareholders agree, it being understood that all such representations, warranties, covenants, indemnities and agreements shall be made by each Selling Shareholder and each Drag-Along Shareholder severally and not jointly and that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of the Drag-Along Shareholder as to the unencumbered title to its Common Shares and the power, authority and legal right to Transfer such Common Shares, the aggregate amount of the liability of the Drag-Along Shareholder shall not exceed either (i) such Drag-Along Shareholder’s pro rata portion of any such liability, to be specified determined in a notice to be provided by accordance with such Drag-Along Shareholder’s portion of the Initiating Partners total number of Common Shares included in such Transfer or (ii) the proceeds to such Partners, no later than ten Drag-Along Shareholder in connection with such Transfer. (10c) Business Days prior to the date of Closing of the sale of the Purchased Securities as contemplated in the Third Party Offer. In the event that any such Transfer is structured as a Third Party Offer is accepted merger, amalgamation, consolidation, or deemed accepted pursuant similar business combination, each Drag-Along Shareholder agrees to (i) vote in favor of the transaction, (ii) take such other action as may be required to effect such transaction (subject to Section 4.7(b)) and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If any Shareholder fails to vote its Voting Shares or to provide a written consent in accordance with the terms of this section 11.2Section 4.7 (each such Shareholder, then Labopharm Inc. covenants to sell its Shares a “Breaching Drag-Along Shareholder”), the Shareholders and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant to sell their units of Labopharm Pharmaceuticals, LLC the Company shall take such action as part is necessary in accordance with the Bye-laws of the Purchased Securities pursuant Company and Bermuda law to convene a general meeting or to circulate written resolutions, the terms purpose of this section 11.2. To which will be to propose for approval of the extent permitted by applicable lawShareholders such actions as are necessary in order to ensure compliance with the provisions of Section 4.7. (e) Solely for purposes of Section 4.7 and in order to secure the performance of each Shareholder’s obligations under Section 4.7, each Partner Shareholder hereby: (for i) appoints each Drag-Along Proxy Holder (as defined in Section 4.7(f)) acting severally: the purposes attorney-in-fact of this section 11.2, the “Principal”) hereby irrevocably nominates, constitutes and appoints the Initiating Partners, to be the Principal’s true and lawful attorney and agent, such Shareholder (with full power and authority, of substitution) for and the purpose of signing written resolutions circulated pursuant to Section 4.7(d) on behalf of such Shareholder; and (ii) agrees on the Principaldate hereof to grant a proxy to each Proxy Holder in the form attached hereto as Exhibit for the purpose of voting the Voting Shares held by such Shareholder at a general meeting convened pursuant to Section 4.7(d). Each Shareholder acknowledges and agrees that the power of attorney granted by such Shareholder pursuant to this Section 4.7(d) is coupled with an interest and is irrevocable, and in that the name or otherwise proxy to be granted pursuant to this Section 4.7(d) shall be coupled with an interest and shall be irrevocable. (f) For purposes of the PrincipalSection 4.7, each “Drag-Along Proxy Holder” shall be an individual nominated for this purpose by any Selling Shareholder. (g) Each Shareholder agrees to take such further action and as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and execute such other instruments as may be necessary or desirable to effectively transfer effect the appointment of attorneys-in-fact and assign the Purchased Securities held by the Principal upon Closing of the sale of the Purchased Securities. The proxies pursuant to this Section 4.7, and each Drag-Along Breaching Shareholder hereby revokes any power of attorney or proxy previously granted herein is irrevocable and is a power coupled by it with an interest and will survive the disability or dissolution of any Principal and extends respect to the successors and assigns of a Principal. Each Principal agrees to be bound by matters set forth in Section 4.7 for purposes of, respectively, any representations and actions made written resolutions circulated or taken by the Initiating Partners in good faith any general meeting convened pursuant to such Section 4.7(d). Notwithstanding the foregoing, the power of attorney and waives any and all defences which may be available the proxy granted pursuant to contest, negate or disaffirm this Section 4.7 shall terminate upon the action termination of the Initiating Partners so taken Article IV in good faith under the power of attorney. The provisions of this section 11.2 shall apply in priority over and supersede the provisions of section 10.2 hereofaccordance with its terms.

Drag Along. 9.1 If one or more Partners receive a Third Party Offer from a Third Party Offeror to purchase all the holders of at least 75% of the Purchased Securities, such Partner(sPreferred Shares (calculated on the basis of all Preferred Shares issued and outstanding at that time (on an as-converted to Common Stock basis) and not per capita) (the “Initiating PartnersSelling Investors”) shall forthwith send this Third Party Offer to requests the other Partners. In such circumstances, the Managing General Partner shall convene a meeting of Partners within ten (10) days following transmittal of the Offer to all Partners, as indicated above. During this meeting of Partners, the Third Party Offer shall be debated and, in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) of the securities of each entity forming the Purchased Securities agree to accept the Offer in question, then all the Partners and their Affiliates who own Purchased Securities shall be deemed to have accepted the Offer. The sale of all Purchased Securities shall then be carried out as per the terms and conditions set out in the Third Party Offer. The Closing initiation of a sale pursuant Trade Sale, all Shareholders will be obliged to this section shall take place at the place to be specified in a notice to be provided by the Initiating Partners to such Partners, no later than ten (10) Business Days prior to the date of Closing of the sale of the Purchased Securities as contemplated in the Third Party Offer. In the event that a Third Party Offer is accepted or deemed accepted pursuant to the terms of this section 11.2, then Labopharm Inc. covenants to sell its Shares and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant to sell their units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms of this section 11.2. To the extent permitted by applicable law, each Partner (for the purposes of this section 11.2, the “Principal”) hereby irrevocably nominates, constitutes and appoints the Initiating Partners, to be the Principal’s true and lawful attorney and agent, with full power and authority, for and on behalf of the Principal, and in the name or otherwise of the Principal, and as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other instruments do all things without undue delay as may be necessary and reasonable to permit such Trade Sale. The Selling Investors shall notify the remaining Shareholders on such intended Trade Sale, whereas is applicable by analogy to this notice. Upon request of the Selling Investors, the remaining Shareholders shall simultaneously sell their Shares to the Acquirer, for total consideration sufficient to be allocated per Share in accordance with the Certificate, at the same price and on the same terms and conditions, which apply between the Selling Investors and the Acquirer (the “Drag Along Right”). The Drag Along Right shall also include the right of the Selling Investors to appoint a reputable investment bank or desirable advisor in relation to effectively transfer the preparation and assign execution of the Purchased Securities held Trade Sale. 9.2 Notwithstanding the foregoing, a Shareholder will not be required to comply with Section 9.1 in connection with any proposed Trade Sale (the “Proposed Sale”), unless: 9.2.1 there are no representations, warranties, covenants or indemnities required to be made by such Shareholder in connection with the Proposed Sale other than reasonable and customary representations and warranties given by the Principal upon Closing of Selling Investors; 9.2.2 the sale of Shareholder shall not be liable for the Purchased Securities. The power of attorney granted herein is irrevocable and is a power coupled with an interest and will survive the disability or dissolution inaccuracy of any Principal representation or warranty made by any other Person in connection with the Proposed Sale, other than representations and extends warranties by the respective Shareholder or the Company, if any, relating to the successors Company’s business, assets and assigns liabilities; 9.2.3 the liability for indemnification, if any, of a Principal. Each Principal agrees to be bound by such Shareholder in the Proposed Sale and for the inaccuracy of any representations and actions warranties made or taken by the Initiating Partners Company or its Shareholders in good faith pursuant connection with such Proposed Sale, is several and not joint with any other Person; 9.2.4 liability shall be limited to such power Shareholder’s applicable share (determined based on the respective proceeds payable to each Shareholder in connection with such Proposed Sale in accordance with the Certificate) of attorney a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such Shareholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Shareholder, the liability for which need not be limited as to such Shareholder; and 9.2.5 if any holders of any Shares are given an option as to the form and waives any and all defences which may amount of consideration to be available to contest, negate or disaffirm the action received as a result of the Initiating Partners so taken Proposed Sale, all holders of such Shares will be given the same option. 9.3 Section 6 (Right of First Refusal) shall not be applicable in good faith under connection with any exercise and execution of the power of attorney. The provisions of this section 11.2 shall apply in priority over and supersede the provisions of section 10.2 hereofDrag Along Right.

Drag Along. If one or Any time after thirty-six (36) months from the Closing, if the holders of more Partners receive a Third Party Offer from a Third Party Offeror to purchase all than two-thirds (2/3) of the Purchased Securitiesthen outstanding Shares of the Company (the “Drag-Along Requestors”) voting as a single class, approve a Liquidation Event in which the valuation of the Company for such Partner(sproposed Liquidation Event shall result in a price per Share being no less than two point five (2.5) times the Original Series D Issue Price (as defined in the Articles, and subject to appropriate adjustments for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement) (the “Initiating PartnersDrag-Along Transaction”) shall forthwith send this Third Party Offer and notify the Company and other Shareholders in writing, then each Shareholder (other than Antfin) hereby agrees: (a) if such Drag-Along Transaction requires Shareholders’ approval, with respect to all Shares that such Shareholder owns or over which such Shareholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Drag-Along Transaction (together with any related amendment to the Articles required in order to implement such Drag-Along Transaction) and to vote in opposition to any and all other Partners. In such circumstances, proposals that could reasonably be expected to delay or impair the Managing General Partner shall convene a meeting of Partners within ten (10) days following transmittal ability of the Offer Company to all Partners, as indicated above. During this meeting consummate such Drag-Along Transaction; (b) if such Drag-Along Transaction is a sale of Partners, the Third Party Offer shall be debated and, in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) Shares of the securities Company, to sell the same proportion of each entity forming Shares of the Purchased Securities agree Company held by such Shareholder as is being sold by the Drag-Along Requestor(s) to accept the Offer Person(s) to whom the Drag-Along Requestor(s) propose to sell their Shares, and on the same terms and conditions as the Drag-Along Requestor(s); (c) to execute and deliver all related documentation and take such other action in question, then all support of the Partners and their Affiliates who own Purchased Securities Drag-Along Transaction as shall reasonably be deemed requested by the Company or the Drag-Along Requestor(s) in order to have accepted the Offer. The sale of all Purchased Securities shall then be carried carry out as per the terms and conditions set out provision of this Section 7, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; provided, that no Investor shall be required to give any representations or warranties, covenants or indemnities with respect to such Drag-Along Transaction or with respect to the Company, except for the ownership and title of such Investor’s Shares sold in such Drag-Along Transaction. (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Third Company owned by such Party Offer. The Closing of a sale pursuant to this section shall take place at the place to be specified or Affiliate in a notice voting trust or subject any Shares to be provided any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the Initiating Partners acquiror in connection with the Drag-Along Transaction; and (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Partners, no later than ten (10) Business Days prior to the date of Closing of the sale of the Purchased Securities as contemplated in the Third Party Offer. In the event that a Third Party Offer is accepted or deemed accepted pursuant to the terms of this section 11.2, then Labopharm Inc. covenants to sell its Shares and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant to sell their units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms of this section 11.2. To the extent permitted by applicable law, each Partner (for the purposes of this section 11.2, the “Principal”) hereby irrevocably nominates, constitutes and appoints the Initiating Partners, to be the Principal’s true and lawful attorney and agent, with full power and authority, for and on behalf of the Principal, and in the name or otherwise of the Principal, and as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other instruments as may be necessary or desirable to effectively transfer and assign the Purchased Securities held by the Principal upon Closing of the sale of the Purchased Securities. The power of attorney granted herein is irrevocable and is a power coupled with an interest and will survive the disability or dissolution of any Principal and extends to the successors and assigns of a Principal. Each Principal agrees to be bound by any representations and actions made or taken by the Initiating Partners in good faith pursuant to such power of attorney and waives any and all defences which may be available to contest, negate or disaffirm the action of the Initiating Partners so taken in good faith under the power of attorney. The provisions of this section 11.2 shall apply in priority over and supersede the provisions of section 10.2 hereofDrag-Along Transaction.

Drag Along. If one or more Partners receive (a) In connection with a Third Party Offer from a Third Party Offeror Sale Transaction, subject to purchase all Section 4.6 and Section 2.7, each Stockholder hereby agrees, if the Controlling Stockholders give the Drag Along Notice referred to in Section 2.5(b), to (i) Transfer the Drag Along Percentage of the Purchased Securities, Shares of each class or series of Shares held by such Partner(sholder in the manner and on the terms set forth in Section 2.5(b) and (the “Initiating Partners”ii) shall forthwith send this Third Party Offer vote for (to the other Partners. In such circumstances, the Managing General Partner shall convene a meeting of Partners within ten (10extent permitted to vote for) days following transmittal of the Offer and to all Partners, as indicated above. During this meeting of Partners, the Third Party Offer shall be debated and, in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) of the securities of each entity forming the Purchased Securities agree to accept the Offer in question, then all the Partners and their Affiliates who own Purchased Securities shall be deemed to have accepted consented to and agree to raise no objections against (and confirm such consent in writing) such Sale Transaction and the Offerprocess by which such transaction was arranged, so long as such Sale Transaction complies with this Section 2.5; provided that, for the avoidance of doubt, any debt financing source of a Stockholder to whom any Shares are pledged shall not be prohibited (subject to Section 2.9) from Transferring to a Permitted Transferee (who shall execute a Joinder Agreement substantially in the form of Exhibit A and whose Shares remain subject to this Section 2.5) the Shares pledged to it pursuant to an exercise of remedies after the exercise of rights by the Controlling Stockholders under Section 2.5 and prior to consummation of the related Sale Transaction. (b) If the Controlling Stockholders elect to exercise their rights under this Section 2.5, a written notice (the “Drag Along Notice”) shall be furnished by the Controlling Stockholders to each other Stockholder. The sale Drag Along Notice shall set forth the principal terms of all Purchased Securities the proposed Sale Transaction including, if and as applicable, the number and classes or series of Shares to be acquired by the Prospective Buyer in the Sale, the number and classes or series of Shares to be acquired from the Controlling Stockholders, the manner in which such Shares are to be sold, the per Share consideration to be received by each class or series of capital stock of the Company in the proposed Sale (which shall then be carried out as the price per Share of such class or series in a Deemed Liquidation Event in which the Controlling Stockholders received the consideration that they will receive in such Sale and which may be estimated if the price is determined by a formula including variables which cannot be precisely determined until closing) and the name of the Prospective Buyer. (c) If requested by the Controlling Stockholders in order to consummate the proposed Sale Transaction to which reference is made in the Drag Along Notice, each other Stockholder shall be bound and obligated to take the actions set forth in Section 2.5(a) and Section 2.6. No Stockholder shall have the right to exercise any tag along rights contained in Section 2.4 in connection with the proposed Sale to which reference is made in the Drag Along Notice. If at the end of the 180th day following the date of the effectiveness of the Drag Along Notice the Controlling Stockholders, have not completed the proposed Sale, (i) each Stockholder shall be released from its obligation under the Drag Along Notice, (ii) the Drag Along Notice shall be null and void, and (iii) it shall be necessary for a separate Drag Along Notice to be furnished and the terms and conditions set out provisions of this Section 2.5 separately complied with, in the Third Party Offer. The Closing of a sale order to consummate such proposed Sale pursuant to this section Section 2.5; provided, however, that if any governmental entity approvals are required in connection with such Sale, such 180-day period shall take place at be extended until the place to be specified in a notice to be provided by the Initiating Partners to such Partners, no later than ten expiration of five (105) Business Days prior to following the date of Closing of the sale of the Purchased Securities as contemplated in the Third Party Offer. In the event that a Third Party Offer is accepted on which all governmental approvals are obtained and any applicable waiting periods under applicable law have expired or deemed accepted pursuant to the terms of this section 11.2, then Labopharm Inc. covenants to sell its Shares and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant to sell their units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms of this section 11.2. To the extent permitted by applicable law, each Partner (for the purposes of this section 11.2, the “Principal”) hereby irrevocably nominates, constitutes and appoints the Initiating Partners, to be the Principal’s true and lawful attorney and agent, with full power and authority, for and on behalf of the Principal, and in the name or otherwise of the Principal, and as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other instruments as may be necessary or desirable to effectively transfer and assign the Purchased Securities held by the Principal upon Closing of the sale of the Purchased Securities. The power of attorney granted herein is irrevocable and is a power coupled with an interest and will survive the disability or dissolution of any Principal and extends to the successors and assigns of a Principal. Each Principal agrees to be bound by any representations and actions made or taken by the Initiating Partners in good faith pursuant to such power of attorney and waives any and all defences which may be available to contest, negate or disaffirm the action of the Initiating Partners so taken in good faith under the power of attorney. The provisions of this section 11.2 shall apply in priority over and supersede the provisions of section 10.2 hereofbeen terminated.

Drag Along. If one Notwithstanding the Right of First Offer/Tag-Along above, if Shareholders holding in the aggregate greater than 50% of the outstanding equity interests in Holdco (“Requisite Shareholders”) propose to enter into a transaction that would result in (x) the transfer of greater than 50% of the outstanding equity interests in Holdco, or more Partners receive a Third Party Offer from a Third Party Offeror to purchase (y) the sale of substantially all of the Purchased Securitiesbusiness of Holdco and its subsidiaries, taken as a whole, whether structured as a sale of equity or assets, merger, consolidation, scheme of arrangement or similar business combination transaction in respect of Holdco or its subsidiaries (a “Sale of Holdco”), such Partner(s) Requisite Shareholders can drag-along all other Shareholders (the “Initiating PartnersDrag Along Right”) shall forthwith send this Third Party Offer ), subject to the other Partners. In such circumstancesfollowing restrictions during the first five years following the Closing as set forth below: (i) during the first three years following the Closing, the Managing General Partner shall convene a meeting of Partners within ten (10) days following transmittal Drag Along Right may only be exercised by the Requisite Shareholders if the equity valuation in respect of the Offer Sale of Holdco is no less than the equity valuation of Holdco at the time of the closing of the Acquisition. (ii) during the fourth and fifth years following the Closing, the Drag Along Right may only be exercised by Shareholders holding in the aggregate 2/3 or more of the outstanding shares of Holdco. The Drag Along Right shall include customary covenants to vote in favor, participate in, and raise no objection (including waiver of all Partnersappraisal rights) in connection with the Sale of Holdco, and to take all necessary or desirable actions as requested by the Requisite Shareholders. The Drag Along Right will be subject to customary requirements, including without limitation, requirements that the dragged party would sell in the same proportion, and on the same financial terms and conditions applicable to the dragging party. Post-IPO Transfers In the event of an IPO of the Company (or other entity within the Holdco group structure, as indicated above. During this meeting of Partnersapplicable), the Third Party Offer Shareholders will coordinate and cooperate with each other in all post-IPO sell-down activities in respect of the shares at the time of IPO of the applicable IPO entity. Subject to restrictions in the financing documents and lock-ups in connection with an IPO, all post-IPO sales shall be debated and, made by the Shareholders jointly on a pro-rata basis (to the extent of Shareholders then not subject to any applicable lock-up) until each Shareholder’s equity interest in circumstances where Partners holding, directly or through Affiliates, at least eighty-five percent (85%) Holdco is reduced to an amount equal to 30% of the securities equity interest held by such Shareholder at the time of each the IPO (as determined on a look-through basis in the event of an IPO of the Company or other entity forming within the Purchased Securities agree Holdco group structure), following which all Shareholders are then free to accept sell separately. The timing, price and amount of the Offer in question, then all the Partners and their Affiliates who own Purchased Securities post-IPO shares to be sold shall be deemed to have accepted determined by Shareholders holding a majority of the Offer. The sale of all Purchased Securities then outstanding shares, which determination shall then be carried out binding on the rest of the Shareholders. Pre-IPO Distributions If an IPO of the Company (or other entity within the Holdco group structure, as per applicable), has not occurred by the terms fourth anniversary of the Closing, Holdco shall, and conditions set out the Shareholders shall cause Holdco to, subject to restrictions in the Third Party Offer. The Closing of a sale pursuant to this section shall take place at financing documents, available cash, the place to be specified in a notice to be provided by the Initiating Partners to such Partners, no later than ten (10) Business Days prior to the date of Closing ongoing capital requirements of the sale of the Purchased Securities as contemplated in the Third Party Offer. In the event that a Third Party Offer is accepted or deemed accepted pursuant to the terms of this section 11.2, then Labopharm Inc. covenants to sell its Shares Holdco group and Labopharm USA, Inc. and Xxxxxxxx Pharmaceuticals, Inc. covenant to sell their units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms of this section 11.2. To the extent permitted by applicable law, each Partner distribute at least 75% of the net profits of the Holdco group to the Shareholders. Registration Rights If the Company (or other entity within the Holdco group structure, as applicable) applies for the purposes listing of its shares on a securities exchange on which registration rights are applicable, the Company (or such other entity, as applicable) shall enter into a registration rights agreement pursuant to which the Shareholders (directly or indirectly, as applicable) shall have demand (following an IPO), shelf and piggyback registration rights customary for an agreement of this section 11.2, the “Principal”) hereby irrevocably nominates, constitutes and appoints the Initiating Partners, to be the Principal’s true and lawful attorney and agent, with full power and authority, for type and on behalf of the Principal, and in the name or otherwise of the Principal, and as the Principal’s act and deed, to do, make, execute, swear to, acknowledge, deliver, record and file any, and all, acts, documents, deeds and other instruments as may be necessary or desirable to effectively transfer and assign the Purchased Securities held by the Principal upon Closing of the sale of the Purchased Securities. The power of attorney granted herein is irrevocable and is a power coupled with an interest and will survive the disability or dissolution of any Principal and extends terms satisfactory to the successors and assigns of a Principal. Each Principal agrees to be bound by any representations and actions made or taken by the Initiating Partners in good faith pursuant to such power of attorney and waives any and all defences which may be available to contest, negate or disaffirm the action of the Initiating Partners so taken in good faith under the power of attorney. The provisions of this section 11.2 shall apply in priority over and supersede the provisions of section 10.2 hereofShareholders.