Common use of Further Action; Consents; Filings Clause in Contracts

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will use commercially reasonable efforts to (i) take, or cause to be taken, all actions necessary, proper or advisable under applicable Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable submissions, with respect to this Agreement and the transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings with the FDA or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each of Buyer and Seller shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will use commercially reasonable efforts to (i) take, or cause to be taken, all actions necessary, proper or advisable under applicable Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable submissions, with respect to this Agreement and the transactions contemplated by this Agreement required under any applicable Governmental Rules, including, including without limitation, limitation all filings with the FDA or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each of Buyer and Seller shall use commercially reasonable best efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. Seller agrees to cooperate and use its commercially reasonable best efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including if necessary those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each If necessary, Parent and the Company shall file as soon as practicable after the date hereof notifications under the HSR Act and each of Buyer Parent and Seller the Company shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer respond as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees promptly as practicable to cooperate and use its commercially all reasonable efforts vigorously to contest and resist any action, including legislative, administrative inquiries or judicial action, requests and to have vacatedresolve such objections, liftedif any, reversed or overturned as may be asserted by any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Traxx Xxxxission Act, as amended, xxx xny other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. (c) Notwithstanding anything to the contrary in Section 6.05(a) or (b), (i) neither Parent nor any of its subsidiaries shall be required to divest (including, without limitation, through a licensing arrangement) any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that would reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect and (ii) the Company shall not be required to divest (including, without limitation, through a licensing arrangement) any of its businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a Company Material Adverse Effect. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, including each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by vigorously pursuing any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all available avenues or any portion of administrative and judicial appeal and all available legislative actionthe business, assets or properties of the Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially reasonable its best efforts to (i) take, or cause to be taken, all actions necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries, as the case may be, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable required submissions, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations thereunder and any other applicable Governmental Rulesfederal or state securities Laws, including, without limitation, all filings (B) the HSR Act and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will The parties hereto shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules Law (including all information required to be in the Proxy Statement) in connection with the transactions contemplated by this Agreement. (b) Parent and the Company shall file as soon as practicable (but not later than five business days) after the date of this Agreement notifications under the HSR Act and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission or the Antitrust Division of the Department of Justice for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The parties shall cooperate with each other in connection with the making of all such filings or responses, including providing copies of all such documents to the other party and its advisors prior to filing or responding. 48 (c) Each of Buyer the Company and Seller shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees Parent agree to cooperate and use its commercially reasonable their best efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Order") that is in effect and that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. Notwithstanding any other provision of this Agreement to the contrary, each of the Company and Parent also agree, if requested by the other, to take any and all actions as are or may be required by Governmental Entities as a condition to the granting of any approvals required in order to permit the consummation of the Merger or the other transactions contemplated hereby or as may be required to avoid, lift, vacate or reverse any legislative, administrative or judicial action which would otherwise cause any condition to Closing not to be satisfied; provided however, that Parent and the Parent Subsidiaries shall not be required to take any actions otherwise required hereunder if the effect of such action would have a material adverse effect on the financial position, business, or results of operations of the Parent, the Parent Subsidiaries, the Company, the Company Subsidiaries, Medical Manager and each of the other Subsidiaries of Medical Manager, all taken as a whole.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use its commercially reasonable efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Acquisition and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Buyer or the Seller or any of its respective Subsidiaries (including, in the case of Seller, the Quadrem Group and the Quadrem Subsidiaries) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Acquisition and the other transactions contemplated by this Agreement Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Acquisition and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products all such filings, including by providing in a timely and reasonable manner. Each of Seller and Buyer will provide good faith copies of all non-confidential such documents to the other non-filing party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each Buyer and the Seller shall file as soon as practicable after the date hereof notifications under the HSR Act and each of Buyer and the Seller shall use commercially reasonable efforts to respond as promptly as practicable to all reasonable inquiries or requests and to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes (including but not limited to the Brazilian Antitrust Authority (XXXX)), rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Furthermore, Buyer and the Seller shall file as soon as practicable after the date hereof notifications and any necessary filings with relevant Data Protection Authorities (“DPA”) to inform the DPA, or obtain any necessary approvals from the FTC preliminary approval for DPA, regarding the transfer of user data to Buyer as following the purchaser Acquisition. (c) In connection with the foregoing, each party will (i) promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to Antitrust Laws, provide the Transferred Assetsother party with a copy of any such written communication (or summary of any oral communication), and (ii) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the Acquisition unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate. Each of Buyer and Seller the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Entity in connection with the requisite approvals. In exercising the foregoing right, each of the parties will act reasonably and as soon as possible. Each party agrees that it will consult with the other party with respect to cooperate obtaining all requisite approvals and use its commercially reasonable efforts vigorously each party will keep the other party apprised of the status of material matters relating to completion of the Acquisition. (d) Notwithstanding anything to the contrary in this Agreement, if any Proceeding is instituted (or threatened to be instigated) challenging any transaction contemplated by this Agreement as violating an Antitrust Laws, it is expressly understood and agreed that no party to this Agreement: (i) shall have any obligation to litigate or contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed action or overturned Proceeding or any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent; (ii) shall be under any obligation to make proposals, execute or carry our agreements or submit orders providing for (1) the divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of such party or any of its affiliates or Subsidiaries, (2) the imposition of any limitation or regulation on the ability of such party or any of its affiliates or Subsidiaries to freely conduct their business or own such assets or (3) the holding separate of the equity of the Quadrem Group or any Quadrem Subsidiary or any limitation on the ability of Buyer or any of its affiliates or Subsidiaries to exercise full rights of ownership of such equity; (iii) or shall be required to take any other action or agree to any limitation that is could reasonably be expected to have a Buyer Material Adverse Effect or Quadrem Material Adverse Effect, as the case may be (any of the foregoing an “Antitrust Restraint”). Nothing in effect and that restrictsthis Section 6.05 shall limit a party’s right to terminate this Agreement pursuant to Section 8.01(b) if such party has, prevents until such date, complied in all material respects with its obligations under this Section 6.05. (e) From the date of this Agreement until the earlier of the Closing or prohibits the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, Proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Acquisition or the transactions contemplated by this Agreementhereunder or otherwise limit the right of Buyer or its Subsidiaries to own or operate all or any portion of the business, assets or properties of the Company or any Company Subsidiary (including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actionthe Quadrem Group or any Quadrem Subsidiary).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially all reasonable efforts to (i) take, or cause to be taken, all actions appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this AgreementMerger, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquirer or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Merger and (iii) make all necessary filings, and thereafter make any other advisable required or appropriate submissions, with respect to this Agreement and Agreement, the transactions contemplated by this Agreement Merger required under any applicable Governmental Rules, including, without limitation, all filings with the FDA or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to (A) the rules and regulations of the NASDAQ National Market or such other applicable securities exchange, (B) the Securities Act, the Exchange Act and any other applicable Governmental Rules federal or state securities laws, (C) the HSR Act and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the non-filing parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of the Company and Acquirer will give (or will cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, reasonable efforts to obtain any consents from third Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement. (bc) Each From the date of Buyer and Seller shall use commercially reasonable efforts to obtain from this Agreement until the FTC preliminary approval for Buyer as the purchaser earlier of the Transferred Assets. Each termination of Buyer this Agreement and Seller the Effective Time, each of the Company and Acquirer covenants and agrees that it will not: (i) knowingly take any action that could reasonably be expected to cooperate prevent the Merger from constituting a transaction qualifying under Section 368(a) of the Code; or (ii) take any action which would make any of the representations or warranties made by it contained in this Agreement untrue and use incorrect or prevent it from performing or cause it not to perform its commercially reasonable efforts vigorously covenants hereunder or result in any of the conditions to contest and resist any action, including legislative, administrative or judicial action, and the Merger set forth herein not being satisfied. (d) Acquirer shall not file a request with the SEC to have vacated, lifted, reversed the Registration Statement declared effective until after the day on which the waiting period under the HSR Act and any other applicable antitrust laws expires or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actionterminates.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereofhereof including, without limitation, those set forth in Section 7.01(d), each of Buyer Parent, Merger Sub and Seller will the Company shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions necessaryappropriate action and do, proper or advisable cause to be done, all things necessary under applicable Governmental Rules Law or otherwise this Agreement to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental RulesLaw. The Company, includingMerger Sub and the Company shall, without limitationsubject to the limitations contained in Section 7.01(d), all filings cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other non-filing party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each The Parent covenants and agrees that it will provide the Company with not less than ten (10) business days advance written notice of Seller and Buyer will furnish all information required for any application or other filing its intent to be made pursuant to file the rules and regulations of any applicable Governmental Rules in connection with Premerger Notification Report Form under the transactions contemplated by this AgreementHSR Act. (b) Each To the extent required, Parent and the Company shall file as soon as practicable notifications under the HSR Act and each of Buyer Parent and Seller the Company shall use commercially reasonable efforts to obtain from respond as promptly as practicable to all reasonable inquiries or requests and to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the FTC preliminary approval transactions contemplated by this Agreement under the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Parent shall be solely responsible for Buyer any fee payable by Parent, Company or the Members in connection with filing the required notifications under the HSR Act, if applicable. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as the purchaser violating any Antitrust Law, each of the Transferred Assets. Each of Buyer Parent and Seller agrees to Company shall cooperate and Parent shall use its commercially all reasonable efforts vigorously to contest and resist vigorously any action, including legislative, administrative such action or judicial action, proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents prevents, or prohibits the restricts consummation of the Merger or any such other transactions contemplated by this Agreement, including unless by vigorously pursuing mutual agreement Parent and Company decide that litigation is not in their respective best interests. The Parent and the Company will consult and cooperate with one another, at no expense to the Company, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws, if necessary; provided, that Company shall have no duty, obligation or responsibility to undertake any analyses, efforts or other 53 actions in connection with any Proceedings under or relating to any Antitrust Laws, except with respect to its obligations to file a response to the Premerger Notification Report Form filed by the Parent under the HSR Act. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither the Company, the Parent nor the Members shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Antitrust Order. Each of Parent and Company shall use all available avenues commercially reasonable efforts to take such actions as may be required to cause the expiration of administrative the waiting periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement; provided, however, that nothing contained herein shall require either party to seek early termination of any such waiting period under the Antitrust Laws. (c) Notwithstanding anything to the contrary in Section 7.06(a) or (b), (i) neither Parent nor Merger Sub shall be required to divest (including, without limitation, through a licensing arrangement) any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Parent Material Adverse Effect and judicial appeal (ii) the Company shall not be required to divest (including, without limitation, through a licensing arrangement) any of its respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Company Material Adverse Effect. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, the Company and the Parent shall promptly notify one another in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all available legislative actionor any portion of the business, assets or properties of the Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each Notwithstanding anything to the contrary in Section 6.05(a), (i) neither Parent nor any of Buyer its subsidiaries shall be required to divest (including, without limitation, through a licensing arrangement) any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Parent Material Adverse Effect and Seller (ii) the Company shall use commercially reasonable efforts not be required to obtain from divest (including, without limitation, through a licensing arrangement) any of its respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Company Material Adverse Effect. (c) From the FTC preliminary approval for Buyer as date of this Agreement until the purchaser earlier of the Transferred Assets. Each Effective Time or the termination of Buyer and Seller agrees this Agreement, each party shall promptly notify the other party in writing of any pending or, to cooperate and use its commercially reasonable efforts vigorously to contest and resist any the knowledge of such party, threatened action, including legislative, administrative proceeding or judicial action, and investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to have vacated, lifted, reversed restrain or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibit the consummation of the Merger or the transactions contemplated by this Agreementhereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any portion of the business, including by vigorously pursuing all available avenues assets or properties of administrative and judicial appeal and all available legislative actionthe Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities any Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger, including those required under the HSR Act and (iiiiv) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each of Buyer Parent and Seller Company shall use commercially all reasonable efforts to obtain from the FTC preliminary approval for Buyer resolve such objections, if any, as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees may be asserted by any Governmental Entity with respect to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. (c) Notwithstanding anything to the contrary in Section 6.05(a) or (b), (i) neither Parent nor any of its subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Parent Material Adverse Effect, and (ii) the Company shall not be required to divest any of its respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Company Material Adverse Effect. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, including each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by vigorously pursuing any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transaction contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all available avenues or any portion of administrative and judicial appeal and all available legislative actionthe businesses or assets of Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially all reasonable efforts to (i) take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Governmental Rules law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective effective, in the transactions contemplated by this Agreementmost expeditious manner practicable, the Merger and the other Transactions, (ii) obtain from the requisite Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Merger and the other Transactions, (iii) make all necessary filings, and thereafter make any other advisable required submissions, with respect to this Agreement Agreement, the Merger and the transactions contemplated by this Agreement other Transactions required under (A) the Exchange Act, the Securities Act and any other applicable Governmental Rulesfederal or state securities laws, including, without limitation, all filings (B) the HSR Act and any pre-merger notification filing with the FDA or German Federal Cartel Office and (C) any other Governmental Entity needed to obtain approval applicable Law. The parties hereto shall cooperate with each other in connection with the making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each of Buyer The Company and Seller shall Purchaser each agree to use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees to cooperate and use its commercially all reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction injunction, ruling or other order (order, whether temporary, preliminary or permanent) permanent (an "Order"), that is in effect and that restricts, prevents or prohibits the consummation of any of the transactions contemplated by this AgreementTransactions, including including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. (c) Each of Purchaser, Merger Sub and the Company shall not, and shall not permit any of its respective Subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of its respective representations and warranties set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such respective representations and warranties that are not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 6.1(b) or Section 6.3, any of the conditions to the Merger set forth in Article VII not being satisfied. (d) Each of the Company and Purchaser shall give prompt notice to the other of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided,

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use its commercially reasonable efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this AgreementMerger, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Merger and (iii) make all necessary filings, and thereafter make any other advisable submissions, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement that are required under (A) the Exchange Act, (B) the HSR Act and foreign antitrust regulations, if any, applicable to the Merger and as agreed by Parent and the Company and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings. (b) Parent and the Company shall, as soon as practicable after the date of this Agreement, file notifications under the HSR Act (requesting early termination of the waiting period under the HSR Act) and make any required antitrust filings in foreign jurisdictions and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission or the Antitrust Division of the Department of Justice for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any state attorney general or other Governmental RulesEntity in connection with antitrust matters. Each of the parties shall defend against and respond to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to the Merger, including using reasonable commercial efforts to have lifted, vacated or reversed any injunction, order, decree, stay or temporary restraining order entered by any court or other Governmental Entity or any other legal bar to the consummation of Merger, including all possible appeals. The parties shall cooperate with each other in connection with the making of all such filings or responses. Notwithstanding anything to the contrary in this Section 6.07, Parent shall not be required to agree to (i) the divestiture (including, without limitation, all filings with through a licensing arrangement) by Parent, any of Parent's subsidiaries, the FDA Company or other Governmental Entity needed any Company Subsidiary of any material part of any of their respective businesses, product lines or assets, taken as a whole, or (ii) the imposition of any material limitation on the ability of any of them to obtain approval conduct their business or to own or exercise control of Buyer to manufacture the Products in a timely such assets, properties and reasonable manner. stock. (c) Each of Seller and Buyer will provide copies of all non-confidential documents to party shall promptly notify the other party and its advisors prior to filing andin writing of any pending or, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations knowledge of such party, threatened action, proceeding or investigation by any applicable Governmental Rules Entity or any other person (i) challenging or seeking damages in connection with this Agreement or the transactions contemplated by this Agreement. hereunder or (bii) Each of Buyer and Seller shall use commercially reasonable efforts seeking to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative restrain or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibit the consummation of the Merger or the transactions contemplated by this Agreementhereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any portion of the business, including by vigorously pursuing all available avenues assets or properties of administrative and judicial appeal and all available legislative actionthe Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use its commercially reasonable efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this AgreementMerger, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Merger and (iii) make all necessary filings, and thereafter make any other advisable submissions, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement that are required under (A) the Exchange Act, (B) the HSR Act and foreign antitrust regulations, if any, applicable to the Merger and as agreed by Parent and the Company and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings. (b) Parent and the Company shall, as soon as practicable after the date of this Agreement, file notifications under the HSR Act (requesting early termination of the waiting period under the HSR Act) and make any required antitrust filings in foreign jurisdictions and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission or the Antitrust Division of the Department of Justice for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any state attorney general or other Governmental RulesEntity in connection with antitrust matters. Each of the parties shall defend against and respond to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to the Merger, including using reasonable commercial efforts to have lifted, vacated or reversed any injunction, order, decree, stay or temporary restraining order entered by any court or other Governmental Entity or any other legal bar to the consummation of Merger, including all possible appeals. The parties shall cooperate with each other in connection with the making of all such filings or responses. Notwithstanding anything to the contrary in this Section 6.07, Parent shall not be required to agree to (i) the divestiture (including, without limitation, all filings with through a licensing arrangement) by Parent, any of Parent’s subsidiaries, the FDA Company or other Governmental Entity needed any Company Subsidiary of any material part of any of their respective businesses, product lines or assets, taken as a whole, or (ii) the imposition of any material limitation on the ability of any of them to obtain approval conduct their business or to own or exercise control of Buyer to manufacture the Products in a timely such assets, properties and reasonable manner. stock. (c) Each of Seller and Buyer will provide copies of all non-confidential documents to party shall promptly notify the other party and its advisors prior to filing andin writing of any pending or, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations knowledge of such party, threatened action, proceeding or investigation by any applicable Governmental Rules Entity or any other person (i) challenging or seeking damages in connection with this Agreement or the transactions contemplated by this Agreement. hereunder or (bii) Each of Buyer and Seller shall use commercially reasonable efforts seeking to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative restrain or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibit the consummation of the Merger or the transactions contemplated by this Agreementhereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any portion of the business, including by vigorously pursuing all available avenues assets or properties of administrative and judicial appeal and all available legislative actionthe Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of Buyer and Seller will the parties hereto shall use all commercially reasonable efforts to (i) take, or cause to be taken, all actions reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other party hereto in doing, all things reasonably necessary, proper or advisable under applicable Governmental Rules or otherwise to satisfy bring about the accuracy of the other party’s conditions to Closing closing set forth herein, in Article X the most expeditious manner practicable, including without limitation, if applicable, (i) the obtaining of all necessary actions or nonactions, waivers, consents and consummate approvals from Governmental Authorities and make effective the transactions contemplated by this Agreementmaking of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (ii) obtain from the requisite Governmental Entities any obtaining of all necessary consents, licensesapprovals or waivers from third parties, permits(iii) the defending of any lawsuits or other legal proceedings, waiverswhether judicial or administrative, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of challenging this Agreement and or the consummation of the transactions contemplated hereby, including, when reasonable, seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Authority vacated or reversed and (iiiiv) make the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall, at the request of Buyer: (i) take all action within its power reasonably requested by Buyer as necessary filings, and thereafter make any other advisable submissions, with respect to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement and the transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the transactions contemplated hereby, take all action within its power reasonably requested by Buyer as necessary to ensure that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings with and otherwise to minimize the FDA effect of such statute or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with regulation on the transactions contemplated by hereby. Nothing in this AgreementAgreement shall be deemed to require any party to waive any provision of this Agreement or any other substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets. (b) Each of As soon as is reasonably practicable, the Company and Buyer each shall file with the United States Federal Trade Commission (the “FTC”) and Seller shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer as the purchaser Antitrust Division of the Transferred AssetsUnited States Department of Justice (the “DOJ”) any Notification and Report Forms relating to the Merger required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification and control laws and regulations of any other applicable jurisdiction, as agreed to by the parties. Each The Company and Buyer each shall promptly (i) supply the other with any information which may be reasonably required in order to make such filings and (ii) supply any additional information which may be requested by the FTC, the DOJ or the competition or merger control authorities of Buyer any other jurisdiction and Seller agrees to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits which the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actionparties reasonably deem appropriate.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities any Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each of Buyer Parent and Seller Company shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer resolve such objections, if any, as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees may be asserted by any Governmental Entity with respect to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). -------------- (c) Notwithstanding anything to the contrary in Section 6.06(a) or (b), (i) neither Parent nor any of its subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Parent Material Adverse Effect on Parent combined with the Surviving Corporation after the Effective Time and (ii) neither the Company nor any Subsidiary shall be required to divest any of its respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Company Material Adverse Effect. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, including each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by vigorously pursuing any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transaction contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all available avenues or any portion of administrative and judicial appeal and all available legislative actionthe businesses or assets of Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller Sellers will use commercially reasonable efforts to (i) take, or cause to be taken, all actions necessary, proper or advisable under applicable Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable submissions, with respect to this Agreement and the transactions contemplated by this Agreement required under any applicable Governmental Rules, including, including without limitation, limitation all filings with the FDA FDA, or any other Governmental Entity Entity, needed to obtain approval of permit Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller Sellers and Buyer will provide copies of all non-confidential documents to the each other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller Sellers and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each of Buyer and Seller Sellers shall use commercially reasonable best efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees Sellers agree to cooperate and use its commercially reasonable best efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Further Action; Consents; Filings. (a) Upon Subject to the terms and subject to conditions of this Agreement and applicable Law, the conditions hereofCompany, each of Buyer Shareholder and Seller the Purchaser will use commercially their reasonable best efforts to (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Governmental Rules Laws or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this Agreementherein as soon as practicable including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, subject to applicable Law, (iix) obtain from the requisite Governmental Entities any consentsCompany, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement Shareholders and the consummation of the transactions contemplated by this Agreement and Purchaser shall (iiii) make all necessary filings, filings and thereafter make any other advisable required or appropriate submissions, with respect to this Agreement and the transactions contemplated by this Agreement hereby required under any applicable Governmental RulesLaws, including, without limitation, all filings and cooperate and consult with the FDA or each other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. making of all such filings, and (bii) Each of Buyer give any notices to third Persons, and Seller shall use commercially reasonable efforts to obtain any consents from third Persons necessary, proper or advisable (as determined in good faith by the FTC preliminary approval for Buyer as Purchaser with respect to such notices or consents to be delivered or obtained by the purchaser of Company or the Transferred Assets. Each of Buyer and Seller agrees Shareholders) to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of consummate the transactions contemplated by this Agreement, and (y) the Company and the Shareholders shall use their best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the transactions set forth in Section 3.04 of the Company Disclosure Schedule. (b) From time to time, as and when requested by any party to this Agreement, the other parties will execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such reasonable actions, as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated herein, including by vigorously pursuing powers of attorney and any required corporate resolutions. (c) The Company, the Shareholders and the Purchaser shall use their reasonable best efforts to cause all available avenues holders of administrative Company Shares to execute this Agreement prior to Closing, and judicial appeal any shareholder of the Company who executes this Agreement after the date hereof shall become a party to this Agreement and all available legislative actionshall have the rights and obligations of a Shareholder hereunder.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially all reasonable efforts to (i) take, or cause to be taken, all actions appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this AgreementTransaction, (ii) obtain from the requisite Governmental Entities governmental entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Biosource, or Large Scale or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Transaction and (iii) make all necessary filings, and thereafter make any other advisable required or appropriate submissions, with respect to this Agreement and the transactions contemplated by this Agreement Transaction required under (A) the Securities Act, the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and any other applicable Governmental Rules, including, without limitation, all filings with the FDA federal or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing andstate securities laws, if requestedany, will accept all reasonable additions, deletions or changes suggested in connection therewithand (B) any other applicable law. Each of Seller The parties hereto shall cooperate and Buyer will furnish all information required for any application or consult with each other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated making of all such filings, including by this Agreementproviding copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transaction at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Buyer the parties hereto shall promptly give (or cause their respective subsidiaries to give) any notices regarding the Transaction, this Agreement or the transactions contemplated hereby or thereby to third parties required under applicable law or by any contract, license, lease or other agreement to which it or any of its subsidiaries is bound, and Seller shall use commercially use, and cause its subsidiaries to use, all reasonable efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees to cooperate and use its commercially reasonable efforts vigorously to contest and resist any actionthird party consents required under any such contract, including legislativelicense, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction lease or other order (whether temporary, preliminary or permanent) that is agreement in effect and that restricts, prevents or prohibits connection with the consummation of the Transaction or the other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this AgreementAgreement as promptly as reasonably practicable, (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders and send any notices, in each, which are required to be obtained obtained, made or made sent by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including those required under the HSR Act, if any, and (iii) make all necessary filingsfilings and notifications, and thereafter make any other advisable submissionsrequired submission or application, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely all such filings, applications and reasonable manner. Each of Seller and Buyer will provide submissions including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each Parent and the Company shall file as soon as practicable after the date hereof notifications, if any, required under the HSR Act and each of Buyer Parent and Seller the Company shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer respond as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees promptly as practicable to cooperate and use its commercially all reasonable efforts vigorously to contest and resist any action, including legislative, administrative inquiries or judicial action, requests and to have vacatedresolve such objections, liftedif any, reversed or overturned as may be asserted by any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that Parent shall have no obligation to litigate or contest any administrative or judicial action or proceeding or any Antitrust Order. Each of Parent and Company shall use all reasonable efforts to take such actions as may be required to cause the expiration of the waiting periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement; provided, however, that nothing contained herein shall require either party to seek early termination of any such waiting period under the Antitrust Laws. (c) Notwithstanding anything to the contrary in Section 6.04(a) or (b), (i) neither Parent nor any of its subsidiaries shall be required to divest (including, without limitation, through a licensing arrangement) any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a Parent Material Adverse Effect and (ii) neither the Company nor any Subsidiary shall be required to divest (including, without limitation, through a licensing arrangement) any of its respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a Company Material Adverse Effect. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, including each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by vigorously pursuing any Governmental Entity or any other person (i) challenging or seeking damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all available avenues or any portion of administrative and judicial appeal and all available legislative actionthe business, assets or properties of the Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Required Consents and (iii) make all necessary filings, and thereafter make any other advisable required submissions, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under that are necessary to obtain the Required Consents; provided, however, that nothing in this Section 6.06(a) shall require Parent to agree to (A) the imposition of any applicable Governmental Rules, including, without limitation, all filings conditions or (B) the requirement of any divestiture other than as set forth in this Agreement. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each Without limiting the generality of Seller and Buyer will furnish all information required for the Company’s undertakings in this Section 6.06(a), the Company agrees to act promptly to obtain the consent of the Insurance Regulatory Authorities under any application law, rule or other filing to be made pursuant regulation enforced or promulgated by any such Insurance Regulatory Authority to the rules Former Subsidiaries Distribution at or prior to the Closing so that all of the Company’s right, title and regulations of interest in and to any applicable Governmental Rules in connection with the transactions contemplated by this Agreemententity subject to Insurance Regulatory Authorities has been effected. (b) Each of Buyer (i) The Company shall give any notices to third parties, and Seller shall use commercially its reasonable best efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees any third party consents, (A) necessary, proper or advisable to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of consummate the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action(B) required to be disclosed in the Company Disclosure Schedule or (C) required to prevent a Material Adverse Effect from occurring prior to or after the Effective Time.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Seller and Buyer and Seller will use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper or advisable under applicable Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable submissions, with respect to this Agreement and the transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings . The parties hereto will cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all such non-confidential documents to the other party hereto and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each of Buyer and Seller shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees to cooperate and use its commercially reasonable it best efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. Notwithstanding any other provision of this Agreement to the contrary, Buyer also agrees to take any and all actions as are or may be required by competent governmental authorities as a condition to the granting of any approvals required in order to permit the consummation of the transactions contemplated hereby or as may be required to avoid, lift, vacate or reverse any legislative, administrative or judicial action which would otherwise cause any condition to Closing not to be satisfied.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each From the date of Buyer and Seller shall use commercially reasonable efforts to obtain from this Agreement until the FTC preliminary approval for Buyer as the purchaser earlier of the Transferred Assets. Each Effective Time or the termination of Buyer and Seller agrees this Agreement, each party shall promptly notify the other party in writing of any pending or, to cooperate and use its commercially reasonable efforts vigorously to contest and resist any the knowledge of such party, threatened action, including legislative, administrative proceeding or judicial action, and investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to have vacated, lifted, reversed restrain or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibit the consummation of the Merger or the transactions contemplated by this Agreementhereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any portion of the business, including by vigorously pursuing all available avenues assets or properties of administrative and judicial appeal and all available legislative actionthe Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actions and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective as promptly as practicable the transactions contemplated by this AgreementTransactions and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, (ii) each of the parties agrees to take all appropriate actions to obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders Governmental Authorizations required to be obtained or made by Buyer, Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Transactions, and (iii) to make all necessary filings, and thereafter make any other advisable required submissions, with respect to this Agreement and the transactions contemplated by this Agreement that are required under (i) the Exchange Act, the Securities Act or the Blue Sky Laws, (ii) the HSR Act or any other Merger Control Laws, and (iii) any other applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested by the nonfiling party or its advisors in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each of Buyer and Seller Company shall file, as soon as practicable after the commencement of the Offer, notifications under the HSR Act. Buyer and Company shall, and shall cause their Subsidiaries who are required to do so to, file any other applications or notices required under other Merger Control Laws, respond as promptly as practicable to all inquiries or requests that may be made pursuant to any Merger Control Laws for additional information or documentation, and respond as promptly as practicable to all inquiries and requests received from any Governmental Entity in connection with antitrust matters or matters relating to Permits. Each of Buyer and Company, to the extent applicable, further agrees to file contemporaneously with the filing of the applications any requests for waivers of applicable Governmental Authorizations as may be available and to expeditiously prosecute such waiver requests and diligently submit any additional information or amendments for which any Governmental Entity may ask with respect to such waiver requests. The parties shall cooperate with each other in connection with the making of all such filings or responses, including providing copies of all such documents to the other parties and its advisors prior to filing or responding. (c) Prior to the date on which Company shall have caused Buyer's designees to be appointed to Company's Board of Directors pursuant to Section 1.3, Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to obtain from the FTC preliminary approval for assist Buyer as the purchaser in its integration of the Transferred Assets. Each acquisition of Buyer and Seller agrees to cooperate and use its commercially reasonable efforts vigorously to contest and resist any actionCompany, including legislativethe prompt and orderly transition of employees, administrative or judicial action, customers and suppliers of Company's and its Affiliates' businesses and providing assistance to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is Buyer in effect connection with the integration of Company's and that restricts, prevents or prohibits the consummation its Affiliates' lines of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues business and services with those of administrative and judicial appeal and all available legislative actionBuyer.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other non-filing party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each To the extent required, Parent and the Company shall file as soon as practicable after the date Parent receives notification of Buyer the closing of the Investor Recapitalization by the Company, notifications under the HSR Act and Seller each of Parent and the Company shall use commercially reasonable efforts to obtain from respond as promptly as practicable to all reasonable inquiries or requests and to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the FTC preliminary approval transactions contemplated by this Agreement under the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Parent shall be solely responsible for Buyer any fee payable in connection with filing the required notifications under the HSR Act, if applicable. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as the purchaser violating any Antitrust Law, each of the Transferred Assets. Each of Buyer Parent and Seller agrees to Company shall cooperate and use its commercially all reasonable efforts vigorously to contest and resist vigorously any action, including legislative, administrative such action or judicial action, proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents prevents, or prohibits the restricts consummation of the Merger or any such other transactions contemplated by this Agreement, including unless by vigorously pursuing mutual agreement Parent and Company decide that litigation is not in their respective best interests. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws, if necessary. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that Parent shall have no obligation to litigate or contest any administrative or judicial action or proceeding or any Antitrust Order beyond June 30, 2007. Each of Parent and Company shall use all available avenues reasonable efforts to take such actions as may be required to cause the expiration of administrative the waiting periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement; provided, however, that nothing contained herein shall require either party to seek early termination of any such waiting period under the Antitrust Laws. (c) Notwithstanding anything to the contrary in Section 7.06(a) or (b), (i) neither Parent nor Merger Sub shall be required to divest (including, without limitation, through a licensing arrangement) any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Parent Material Adverse Effect and judicial appeal and (ii) the Company shall not be required to divest (including, without limitation, through a licensing arrangement) any of its respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Company Material Adverse Effect. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all available legislative actionor any portion of the business, assets or properties of the Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of Buyer and Seller will the parties hereto shall use commercially reasonable best efforts to (i) take, or cause to be taken, all actions reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other party hereto in doing, all things reasonably necessary, proper or advisable under applicable Governmental Rules or otherwise to satisfy bring about the satisfaction of the other party's conditions to Closing closing set forth herein, in Article X the most expeditious manner practicable, including without limitation, if applicable, (i) the obtaining of all necessary actions or nonactions, waivers, consents and consummate approvals from Governmental Authorities and make effective the transactions contemplated by this Agreementmaking of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (ii) obtain from the requisite Governmental Entities any obtaining of all necessary consents, licensesapprovals or waivers from third parties, permits(iii) the defending of any lawsuits or other legal proceedings, waiverswhether judicial or administrative, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of challenging this Agreement and or the consummation of the transactions contemplated hereby, including, when reasonable, seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Authority vacated or reversed and (iiiiv) make the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall, at the request of Buyer: (i) take all action within its power reasonably requested by Buyer as necessary filings, and thereafter make any other advisable submissions, with respect to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement and the transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the transactions contemplated hereby, take all action within its power reasonably requested by Buyer as necessary to ensure that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings with and otherwise to minimize the FDA effect of such statute or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with regulation on the transactions contemplated by hereby. Nothing in this AgreementAgreement shall be deemed to require any party to waive any provision of this Agreement or any other substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets. (b) Each of Buyer and Seller shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, take or cause to be taken, all actions appropriate action, and do or cause to be done all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger, including those required under the HSR Act and (iiiiv) make all necessary filings, and thereafter make any other advisable required submissions, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing andfiling, and if requested, will accept accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each of Buyer Parent and Seller the Company shall use commercially all reasonable efforts to obtain from resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the FTC preliminary approval for Buyer transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the purchaser Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restrain of trade (collectively, "Antitrust Laws"). In connection therewith, if any -------------- administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Transferred Assets. Each of Buyer and Seller agrees to Company shall cooperate and use its commercially all reasonable efforts vigorously to contest and resist vigorously any action, including legislative, administrative such action or judicial action, proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) permanent (each an "Order"), that is in effect and that restricts----- prohibits, prevents prevents, or prohibits restricts consummation of the Merger or any such other transactions contemplated by this agreement, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interests. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that Parent shall have no obligation to litigate or contest any administrative or judicial action or proceeding or any Antitrust Order beyond December 31, 2000. Each of Parent and the Company shall use all reasonable efforts to take such actions as may be required to cause the expiration of the waiting periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement, provided, however, that nothing contained herein shall require either party to seek early termination of any such waiting period under the Antitrust Laws. (c) Notwithstanding anything to the contrary in Section 6.05(a) or (b), (i) neither Parent nor any of its subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Parent Material Adverse Effect or of Parent combined with the Surviving Corporation after the Effective Time and (ii) neither the Company nor any Subsidiary shall be required to divest any of its respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Company Material Adverse Effect. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending, or to the knowledge of such party, threatened, action, proceeding or investigation by any Governmental Entity or any other Person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger or the transactions contemplated by this Agreement, including by vigorously pursuing hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all available avenues or any portion of administrative and judicial appeal and all available legislative actionthe businesses or assets of the Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each From the date of Buyer and Seller shall use commercially reasonable efforts to obtain from this Agreement until the FTC preliminary approval for Buyer as the purchaser earlier of the Transferred Assets. Each Effective Time or the termination of Buyer and Seller agrees this Agreement, each party shall promptly notify the other party in writing of any pending or, to cooperate and use its commercially reasonable efforts vigorously to contest and resist any the knowledge of such party, threatened action, including legislative, administrative proceeding or judicial action, and investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to have vacated, lifted, reversed restrain or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibit the consummation of the Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any portion of the business, assets or properties of the Company. (c) The Company shall use diligent efforts to promptly obtain such written consents and authorizations of third parties, give notices to third parties and take such other actions as may be necessary or appropriate in order to effect the consummation of the Merger and the other transactions contemplated by this Agreement, including to enable the Surviving Corporation (or Parent) to carry on the Company’s business immediately after the Effective Time and to keep in effect and avoid the breach, violation of, termination of, or adverse change to any Contract to which the Company is a party or is bound or by vigorously pursuing which any of its assets is bound. (d) The Company shall timely provide to holders of Company Stock Company Equity Rights all available avenues advance notices required to be given to such holders in connection with this Agreement, the Merger and the transactions contemplated by this Agreement under the Company’s Certificate of administrative Incorporation and judicial appeal and all available legislative actionBylaws, the Stock Plan, the Company Warrants, or obtain signed written waivers of such notices.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable required submissions, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations thereunder and any other applicable Governmental Rulesfederal or state securities laws, including, without limitation, all filings (B) the HSR Act (if necessary) and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each Parent and the Company shall file as soon as practicable after the date of Buyer this Agreement notifications under the HSR Act (if necessary) or any other filing required by antitrust authorities and Seller shall use commercially reasonable efforts respond as promptly as practicable to obtain all inquiries or requests received from the FTC preliminary approval for Buyer as Federal Trade Commission or the purchaser Antitrust Division of the Transferred AssetsDepartment of Justice for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. Each The parties shall cooperate with each other in connection with the making of Buyer and Seller agrees to cooperate and use its commercially reasonable efforts vigorously to contest and resist any actionall such filings or responses, including legislative, administrative providing copies of all such documents to the other party and its advisors prior to filing or judicial action, responding and notifying the other party of any communications or discussions with any government agency and affording the other party the opportunity to have vacated, lifted, reversed participate in such communications or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actiondiscussions.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially reasonable efforts to (i) take, or cause to be taken, all actions appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy complete the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this AgreementArrangement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation completion of the transactions contemplated Arrangement, (iii) assist Rockefeller University in perfecting its title in the Company Licensed Intellectual Property covered by this the License Agreement dated October 27, 1993 between Rockefeller University and Company and relating to the rPorB technology (the "RPORB INVENTION") (it being understood that neither Parent nor Company shall be required to undertake any action that may give rise to a conflict of interest for Parent or Company or any of their respective officers, directors, agents or advisors), and Company will periodically communicate with Rockefeller University and report to Parent if Company becomes aware that the U.S. government has requested Rockefeller convey its title to the U.S. government; (iv) obtain an agreement from Frost-Nevada Limited Partnership and Ivax Corporation substantially on the terms set forth in Annex H hereto; and (iiiv) make all necessary filings, and thereafter make any other advisable required or appropriate submissions, including to the Court in connection with the application for the Interim Order and the Final Order, and with respect to this Agreement and the transactions contemplated by this Agreement Arrangement required under any applicable Governmental Rules, including, without limitation, all filings with the FDA or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to (A) the rules and regulations of the NYSE and the ASE, (B) the Securities Act, the Exchange Act and any other applicable Governmental Rules federal, state or provincial securities Laws, (C) the HSR Act, the INVESTMENT CANADA ACT and the COMPETITION ACT (CANADA), if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the transactions contemplated making of all such filings, including by this Agreementproviding copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the completion of the Arrangement at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Buyer Company and Seller shall use commercially Parent will give (or will cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, reasonable efforts to obtain any consents from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees third Persons necessary, proper or advisable to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of consummate the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues including, but not limited to, those consents and approvals set forth on Schedule 8.03(f) of administrative and judicial appeal and all available legislative actionthe Company Disclosure Schedule.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of Buyer and Seller will the parties shall use commercially all reasonable efforts to (i) take, or cause to be taken, all actions reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreementhereby, including without limitation (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtain from the requisite Governmental Entities any obtaining of all necessary consents, licensesapprovals or waivers from third parties, permits(iii) the defending of any lawsuits or other legal proceedings, waiverswhether judicial or administrative, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of challenging this Agreement and or the consummation of the transactions contemplated hereby, including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and to carry out fully the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall, at the request of Buyer: (i) take all action within its power reasonably requested by Buyer as necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the transactions contemplated hereby, take all action within its power (unless the taking of such action would reasonably be expected to be a breach of its fiduciary obligations to the Company's stockholders), reasonably requested by Buyer as necessary to ensure that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable submissions, with respect otherwise to this Agreement and minimize the effect of such statute or regulation on the transactions contemplated by hereby. Nothing in this Agreement shall be deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets. (b) Buyer and the Company shall file as soon as practicable after the date of this Agreement any required notifications under the HSR Act and shall respond as promptly as practicable to all inquiries or requests that may be made pursuant to the HSR Act for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any applicable Governmental Rules, including, without limitation, all filings with the FDA State Attorney General or other Governmental Entity needed to obtain approval in connection with antitrust matters. The parties shall cooperate with each other in connection with the making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings or responses, including providing copies of all non-confidential such documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreementresponding. (b) Each of Buyer and Seller shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this AgreementMerger and the other Transactions, (ii) obtain from the requisite Governmental Entities any consentsConsents, licenses, permits, waivers, approvals, authorizations Permits or orders Orders required to be obtained or made by Parent, the Company, the Stockholders or any of their Affiliates in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Merger and the other Transactions, and (iii) make all necessary filings, and thereafter make any other advisable required submissions, with respect to this Agreement Agreement, the Merger and the transactions contemplated by this Agreement other Transactions that are required under (x) the Exchange Act and the Securities Act and the rules and regulations thereunder and any other applicable Governmental Rulesfederal or state securities Laws, including(y) the HSR Act, without limitationand (z) any other applicable Law. Nothing herein shall be construed to require the Company to dispose of, all filings or make any change in, any portion of its business. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each Without limiting the generality of Seller and Buyer will furnish all information required for the foregoing, each of the Stockholders agrees not to take any application action or other filing vote any of such Stockholder's shares of Company Common Stock in a manner which is contrary to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection or inconsistent with the transactions contemplated consummation of the Merger and the other Transactions unless specifically permitted by this Agreement. Parent agrees to pay the filing fee for any HSR Act filing for Parent or Xxxxxxx required as a result of the Transactions. (b) Each Parent, Xxxxxxx and the Company shall, and shall cause their respective Affiliates which are required to do so to, file as soon as practicable after the date of Buyer this Agreement but in no event later than January 31, 2001, notifications under the HSR Act and Seller any other applications or notices required under other Laws and shall use commercially reasonable efforts respond as promptly as practicable to obtain all inquiries or requests that may be made pursuant to any Laws for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any Governmental Entity in connection with antitrust matters. The parties shall cooperate with each other in connection with the FTC preliminary approval for Buyer as making of all such filings or responses, including providing copies of all such documents to the purchaser of the Transferred Assetsother party and its advisors prior to filing or responding. Each of Buyer Parent, Xxxxxxx and Seller the Company, to the extent applicable, further agrees to cooperate and use its commercially reasonable efforts vigorously file contemporaneously with the filing of the applications any requests for waivers of applicable Governmental Entities as may be required to contest and resist any action, including legislative, administrative or judicial action, expeditiously prosecute such waiver requests and to have vacated, lifted, reversed diligently submit any additional information or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits amendments for which the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actionGovernmental Entity may ask with respect to such waiver requests.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, ; (ii) obtain from the requisite any Governmental Entities Entity or any other Person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents; and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the other Transaction Documents, the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each of Buyer Upon the terms and Seller subject to the conditions hereof, the Company shall use commercially its reasonable best efforts, as soon as practicable following the date hereof, to take actions necessary under its organizational documents and under applicable Law to obtain stockholder approval of this Agreement and the Merger (the “Stockholder Approval”). (c) Without limiting the obligations of the parties under Section 6.04(a) and (b) above, as soon as practicable after the Agreement Date, the Company shall prepare, with the cooperation of the Parent, an information statement for the stockholders of the Company (the “Information Statement”) to approve this Agreement, the Merger and the transactions contemplated hereby and thereby. The Company shall use its reasonable best efforts to obtain from cause the FTC preliminary approval for Buyer as the purchaser of the Transferred AssetsInformation Statement to comply with applicable federal and state securities laws requirements. Each of Buyer Parent and Seller the Company agrees to cooperate provide promptly to the other such information concerning its business and use financial statements and affairs as, in the reasonable judgment of the providing party or its commercially reasonable efforts vigorously to contest and resist counsel, may be required or appropriate for inclusion in the Information Statement, or in any action, including legislative, administrative amendments or judicial actionsupplements thereto, and to have vacatedcause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Information Statement. The Company shall promptly advise the Parent, liftedand the Parent shall promptly advise the Company, reversed in writing if at any time prior to the Effective Time either the Company or overturned the Parent shall obtain knowledge of any decreefacts that it believes makes it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained in or incorporated by reference therein not misleading or to comply with applicable law. Unless this Agreement has been terminated pursuant to Section 8.01(f) and the Board of Directors of the Company has modified its recommendation in order to satisfy its fiduciary duties to the Company Stockholders under applicable law, judgmentthe Information Statement shall contain the recommendation of the Board of Directors of the Company to vote in favor of adopting this Agreement, injunction or other order (whether temporary, preliminary or permanent) that is in effect the Merger and that restricts, prevents or prohibits the consummation of the transactions contemplated by hereby and thereby. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, including the Company and Parent shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actionany Governmental Entity or any other Person against it or its subsidiaries.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Merger Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Merger and the other transactions contemplated by this Merger Agreement and (iii) make all necessary filings, and thereafter make any other advisable required submissions, with respect to this Agreement Merger Agreement, the Merger and the other transactions contemplated by this Merger Agreement that are required under (A) the Exchange Act and the Securities Act and the rules and regulations thereunder and any other applicable Governmental Rulesfederal or state securities laws, including(B) the HSR Act, without limitation, all filings and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each Parent and the Company shall, and the Company shall cause its Affiliates which are required to do so to, file as soon as practicable after the date of Buyer this Merger Agreement but in no event more than fifteen business days after the date of this Merger Agreement, notifications under the HSR Act and Seller any other applications or notices required under other Merger Control Laws and shall use commercially reasonable efforts respond as promptly as practicable to obtain all inquiries or requests that may be made pursuant to any Merger Control Laws for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any Governmental Entity in connection with antitrust matters. The parties shall cooperate reasonably with each other in connection with the FTC preliminary approval for Buyer as making of all such filings or responses, including providing copies of all such documents to the purchaser of the Transferred Assetsother party and its advisors prior to filing or responding. Each of Buyer Parent, Merger Subsidiary and Seller the Company, to the extent applicable, further agrees to cooperate and use its commercially reasonable efforts vigorously file contemporaneously with the filing of the applications any requests for waivers of applicable Governmental Entities as may reasonably be required to contest and resist any action, including legislative, administrative or judicial action, expeditiously prosecute such waiver requests and to have vacated, lifted, reversed diligently submit any additional information or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits amendments for which the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actionGovernmental Entity may reasonably ask with respect to such waiver requests.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products all such filings, including by providing in a timely and reasonable manner. Each of Seller and Buyer will provide good faith copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each Parent and the Company shall file as soon as practicable after the date hereof notifications under the HSR Act and each of Buyer Parent and Seller the Company shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer respond as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees promptly as practicable to cooperate and use its commercially all reasonable efforts vigorously to contest and resist any action, including legislative, administrative inquiries or judicial action, requests and to have vacatedresolve such objections, liftedif any, reversed or overturned as may be asserted by any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). (c) In connection with the foregoing, each party will (i) promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to Antitrust Laws, provide the other party with a copy of any such written communication (or summary of any oral communication), and (ii) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the Merger unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate. Each of Parent and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Entity in connection with the requisite approvals. In exercising the foregoing right, each of the parties will act reasonably and as soon as possible. Each party agrees that it will consult with the other party with respect to obtaining all requisite approvals and each party will keep the other party apprised of the status of material matters relating to completion of the Merger. (d) Notwithstanding anything to the contrary in Section 6.05(a) or (b), (i) neither Parent nor any of its subsidiaries shall be required to divest (including, without limitation, through a licensing arrangement) any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Parent Material Adverse Effect and (ii) the Company shall not be required to divest (including, without limitation, through a licensing arrangement) any of its respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Company Material Adverse Effect. (e) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, including each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by vigorously pursuing any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all available avenues or any portion of administrative and judicial appeal and all available legislative actionthe business, assets or properties of the Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially reasonable efforts to (i) take, or cause to be taken, all actions appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this AgreementMerger, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent, New Parent or Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and Merger, including without limitation the consent of BMA to the change in shareholders of New Parent upon the consummation of the Merger, (iii) promptly as practicable make all necessary filings, and thereafter make any other advisable required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM or such other U.S. national securities exchange, as the case may be, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act and any related governmental request thereunder, if any, (D) the rules and regulations promulgated by any Telecommunications Operating Authority, and (E) any other applicable Law, (iv) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) execute and deliver any additional instruments necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each party hereto and its Board of Directors shall (1) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement required under and (2) if any state takeover statute or similar statute becomes applicable Governmental Rulesto this Agreement, the Merger or any other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require a party hereto to agree to, or proffer to, divest or hold separate any assets or any portion of any business of such entity, any other party hereto, such party or any of their respective Subsidiaries. Without limiting the generality of the foregoing, each party hereto shall give the other party hereto the opportunity to participate in the defense of any litigation against it and/or its directors relating to the transactions contemplated by this Agreement. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including, without limitation, all filings with the FDA or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide by providing copies of all non-confidential such documents to the other party nonfiling parties and its their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing and, if requested, will accept all of such document. Company and Parent shall use commercially reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld, delayed or conditioned. As promptly as practicable after the date of this Agreement Parent shall form, or cause the formation of New Parent and immediately upon formation, New Parent shall become a party to this Agreement. (b) Each of Buyer Company and Seller shall use Parent will give (or will cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any consents from the FTC preliminary approval for Buyer third Persons necessary, proper or advisable (as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees reasonably determined by Parent in good faith with respect to cooperate and use its commercially reasonable efforts vigorously notices or consents to contest and resist any action, including legislative, administrative be delivered or judicial action, and obtained by Company) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of consummate the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Further Action; Consents; Filings. (a) Upon Section 5.12.1 Subject to the terms and subject to the conditions hereofof this Agreement, each of Buyer and Seller will party shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Governmental Rules or otherwise Law to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (iia) obtain from preparing and filing as soon as practicable (but in no event later than five Business Days after the requisite Governmental Entities date of this Agreement in respect of any consents, licenses, permits, waivers, approvals, authorizations or orders filings required to be obtained or made in connection with the authorizationHSR Act) all forms, execution registrations and delivery of notices relating to antitrust, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Mergers and the other transactions contemplated by this Agreement and the taking of such actions as are reasonably necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Authority relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and include in each such filing a request for early termination or acceleration of any applicable waiting or review period, to the extent available under the applicable Law, and (ii) preparing and filing, as soon as practicable, any form or report required by any other Governmental Authority relating to any Regulatory Approval; (b) taking all actions necessary to cause all conditions set forth in Article VI, including the prompt termination of any waiting period under the HSR Act (including any extension of the initial 30-day waiting period thereunder), to be satisfied as soon as practicable; (c) defending any lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the Mergers and the other transactions contemplated by this Agreement; (d) coordinating with each other to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated by this Agreement Agreement; and (iiie) make executing and delivering any additional instruments necessary to consummate the Mergers and to fully carry out the purposes of this Agreement. All filing fees under the HSR Act and all necessary filings, and thereafter make any other advisable submissions, with respect filings made pursuant to this Agreement clause (a) above shall be shared equally between Parent and the transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings with the FDA or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Company. Section 5.12.2 Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will hereto shall furnish all information required for to be included in any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules Authority in connection with the Mergers and the other transactions contemplated by this Agreement. Subject to applicable Law, Parent and the Company shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Subsidiaries and affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Mergers and the other transactions contemplated by this Agreement. Section 5.12.3 Each party hereto shall (a) subject to Section 5.12.4, respond as promptly as reasonably practicable to any inquiries received from the FTC or the Antitrust Division and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with Regulatory Approvals and antitrust matters, (b) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other parties hereto, which consent shall not be unreasonably conditioned, withheld or delayed), and (c) not enter into any agreement with the FTC or the Antitrust Division agreeing not to consummate the Mergers and the transactions contemplated by this Agreement. (b) Each of Buyer and Seller shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable efforts best efforts: (1) to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, ; (ii2) to obtain from the requisite Governmental Entities and third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent, the Company or any of the Company's Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement Agreement; and (iii3) to make all necessary filings, and thereafter make any other advisable submissions, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement that are required under (A) the Exchange Act and the Securities Act and any other applicable Governmental Rulesfederal or state securities laws, including(B) the HSR Act and foreign antitrust regulations, without limitationif any, all filings with the FDA or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents applicable to the Merger and the other party transactions contemplated hereunder and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith(C) any other applicable Law. Each of Seller and Buyer will furnish all information required for any application or The parties hereto shall cooperate with each other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreementmaking of all such filings. (b) Each Parent and the Company shall, as soon as practicable after the date of Buyer this Agreement, file notifications under the HSR Act and Seller make any required antitrust filings in foreign jurisdictions and shall use commercially reasonable efforts respond as promptly as practicable to obtain all inquiries or requests received from the FTC preliminary approval for Buyer as Federal Trade Commission or the purchaser Antitrust Division of the Transferred AssetsDepartment of Justice for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any state attorney general or other Governmental Entity in connection with antitrust matters. The parties shall cooperate with each other in connection with the making of all such filings or responses. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to agree to reach any agreement that (i) seeks to prohibit or limit the ownership or operation by the Company, Parent or any of their respective Subsidiaries of any material portion of the business or assets of the Company, Parent or any of their respective Subsidiaries, or to compel the Company, Parent or any of their respective Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Company, Parent or any of their respective Subsidiaries, as a result of the Merger or any other transaction contemplated hereunder, (ii) seeks to impose limitations on the ability of Parent or any Subsidiary of Parent to acquire or hold, or exercise full rights of ownership of, any shares of the Company Common Stock, including the right to vote the Company Common Stock purchased by it on all matters properly presented to the stockholders of the Company, (iii) seeks to prohibit Parent or any of its Subsidiaries from effectively controlling in any material respect the business or operations of the Company and the Company Subsidiaries or (iv) otherwise would be reasonably likely to result in a Company Material Adverse Effect. One-half of any and all HSR filing fees paid or incurred by either party in connection with the Merger shall be reimbursed by the other party within five Business Days of payment thereof. (c) Each party shall promptly notify the other party in writing of Buyer and Seller agrees any pending or, to cooperate and use its commercially reasonable efforts vigorously to contest and resist any the Knowledge of such party, threatened action, including legislative, administrative proceeding or judicial action, and investigation by any Governmental Entity or any other Person (1) challenging or seeking damages in connection with this Agreement or the transactions contemplated hereunder or (2) seeking to have vacated, lifted, reversed restrain or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibit the consummation of the Merger or the transactions contemplated by this Agreementhereunder or otherwise limit the right of Parent or its Subsidiaries to own or operate all or any portion of the business, including by vigorously pursuing all available avenues assets or properties of administrative and judicial appeal and all available legislative actionthe Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations authorizations, rulings or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement (in the case of any such application for a ruling from the Internal Revenue Service, such application shall be made jointly by Parent and the Company) and (iii) make all necessary filings, and thereafter make any other advisable submissionssubmissions requested by any Governmental Entities in connection with such filings, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations thereunder and any other applicable Governmental Rulesfederal or state securities laws, including(B) the HSR Act and (C) any other applicable Law; PROVIDED, without limitationHOWEVER, all filings THAT Parent shall not be obligated to agree to material restrictions on the conduct of its business following the Effective Time or to divest any of its material assets or material assets of any of its affiliates, or the Company or any of its affiliates. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller The parties may, as each deems advisable and Buyer will furnish all information required for necessary, reasonably designate any application or other filing to be made pursuant competitively sensitive material provided to the rules other under this Section as "outside counsel only." Such materials and regulations the information contained therein shall be given only to the outside legal counsel of any applicable Governmental Rules the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in connection with advance from the transactions contemplated by this Agreementsource of the materials or its legal counsel. (b) Each Parent and the Company shall file as soon as practicable after the date of Buyer this Agreement notifications under the HSR Act and Seller shall use commercially reasonable efforts respond as promptly as practicable to obtain all inquiries or requests received from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. Parent and the Company shall file as promptly as practicable following the execution of this Agreement, a notification with the EC under Regulation 4064/89 and any notifications or other filings required in other non-U.S. jurisdictions under antitrust or merger control Laws, rules or regulations. Parent and the Company shall respond as promptly as practicable to all inquiries and requests received from the FTC preliminary approval for Buyer as and the purchaser EC. The parties shall cooperate with each other in connection with the making of the Transferred Assets. Each of Buyer and Seller agrees to cooperate and use its commercially reasonable efforts vigorously to contest and resist any actionall such filings or responses, including legislative, administrative providing copies of all such documents to the other party and its advisors prior to filing or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actionresponding.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each Purchaser and the Company shall file as soon as practicable after the date hereof (and in any event within ten Business Days) notifications under the HSR Act and any similar filings required by any other applicable competition, merger control, antitrust or similar law or regulation and each of Buyer Purchaser and Seller the Company shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer respond as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees promptly as practicable to cooperate and use its commercially all reasonable efforts vigorously to contest and resist any action, including legislative, administrative inquiries or judicial action, requests and to have vacatedresolve such objections, liftedif any, reversed or overturned as may be asserted by any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Anticompetition Laws”). Purchaser shall be responsible for all filing fees arising from the filings under the HSR Act contemplated by this Section 6.06(b). (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, including the Company and Purchaser shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by vigorously pursuing all available avenues any Governmental Entity in respect of administrative and judicial appeal and all available legislative actionany Anticompetition Laws.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, ; (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement the Transaction Documents and the consummation of the Merger and the other transactions contemplated by the Transaction Documents, including those required under the HSR Act; (iii) as soon as practicable following the date hereof, obtain stockholder approval of this Agreement and the Merger (iiithe “Stockholder Approval”) and (iv) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement the Transaction Documents, the Merger and the other transactions contemplated by this Agreement the Transaction Documents required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each Parent and the Company shall file as soon as practicable after the date hereof notifications under the HSR Act and each of Buyer Parent and Seller the Company shall use commercially reasonable efforts to obtain from the FTC preliminary approval for Buyer respond as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees promptly as practicable to cooperate and use its commercially all reasonable efforts vigorously to contest and resist any action, including legislative, administrative inquiries or judicial action, requests and to have vacatedresolve such objections, liftedif any, reversed or overturned as may be asserted by any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. Parent and the Company shall be responsible for their respective filing fees arising from the filings under the HSR Act contemplated by this Section 6.04(b). (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, including the Company and Parent shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actionany Governmental Entity or any other person.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially reasonable such party’s best efforts to to: (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Arrangement and the other transactions contemplated by this Agreement, ; (ii) obtain from the requisite any Governmental Entities Authority or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Buyer, the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Arrangement and the other transactions contemplated by this Agreement Agreement; and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Arrangement and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other non-filing party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each From the date of Buyer and Seller shall use commercially reasonable efforts to obtain from this Agreement until the FTC preliminary approval for Buyer as the purchaser earlier of the Transferred Assets. Each Effective Date or the termination of Buyer and Seller agrees this Agreement, each party shall promptly notify the other parties in writing of any pending or, to cooperate and use its commercially reasonable efforts vigorously to contest and resist any the knowledge of such party, threatened action, including legislative, administrative proceeding or judicial action, and investigation by any Governmental Authority or any other person (i) challenging or seeking damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to have vacated, lifted, reversed restrain or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibit the consummation of the Arrangement or the transactions contemplated by this Agreementhereunder or otherwise limit the right of Buyer, including by vigorously pursuing its subsidiaries or Buyer to own or operate all available avenues or any portion of administrative and judicial appeal and all available legislative actionthe business, assets or properties of the Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use all requisite commercially reasonable efforts to (i) take, or cause to be taken, all actions appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this Agreementhereby, (ii) obtain from the requisite all applicable Governmental Entities any all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or Seller in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other advisable required or appropriate submissions, with respect to this Agreement and the transactions contemplated by this Agreement hereby required under any applicable Governmental Rules, including, without limitation, all filings Laws. The parties hereto shall cooperate and consult with each other in connection with the FDA or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies making of all non-confidential documents such filings and with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings (if any) under or relating to the HSR Act or any other party and federal, state or foreign antitrust or fair trade Law. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall require Purchaser to agree to any divestiture or hold-separate arrangement or any other restriction on its advisors prior ownership of the Purchased Assets or conduct of the Business after the Closing, or to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all respond to any second request for information required for any application or other filing to be made pursuant to the rules and regulations HSR Act or other pre-merger or pre-acquisition review procedure under foreign Law where responding would, in Purchaser's good faith judgment, be unreasonably burdensome, expensive, time-consuming or otherwise detrimental to significant interests of Purchaser, or to litigate in response to the institution of any applicable Action or Proceeding by any Governmental Rules in connection with Entity seeking to restrain or enjoin any of the transactions contemplated by this Agreement. (b) Each of Buyer and Seller shall give any notices to all third parties, and use commercially reasonable efforts to obtain any consents and waivers from all third parties necessary (including such consents, novations and amendments required under the FTC preliminary approval for Buyer as the purchaser Business Contracts listed in Section 3.28 of the Transferred Assets. Each of Buyer and Seller agrees Disclosure Schedule) to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of consummate the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each Notwithstanding anything to the contrary in Section 6.05(a), (i) neither Parent nor any of Buyer its subsidiaries shall be required to divest (including, without limitation, through a licensing arrangement) any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Parent Material Adverse Effect and Seller (ii) the Company shall use commercially reasonable efforts not be required to obtain from divest (including, without limitation, through a licensing arrangement) any of its respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Company Material Adverse Effect. (c) From the FTC preliminary approval for Buyer as date of this Agreement until the purchaser earlier of the Transferred Assets. Each Effective Time or the termination of Buyer and Seller agrees this Agreement, each party shall promptly notify the other party in writing of any pending or, to cooperate and use its commercially reasonable efforts vigorously to contest and resist any the knowledge of such party, threatened action, including legislative, administrative proceeding or judicial action, and investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to have vacated, lifted, reversed restrain or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibit the consummation of the Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any portion of the business, assets or properties of the Company. (d) The Company and the Company Shareholders shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Section 1361 and 1362 of the Code. The Company and the Company Shareholders shall not take or allow any action other than the sale of the Company’s stock pursuant to this Agreement that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code. (e) Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Effective Date that are filed after the Effective Date. Parent shall permit the Principal Shareholder to review and comment on each such Tax Return described in the preceding sentence prior to filing. To the extent permitted by this Agreementapplicable law, the Company Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company or Surviving Corporation to the Company Shareholders for such periods. (f) The Company Shareholders shall cooperate fully, as and to the extent reasonable requested by the Parent, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the Parent’s request) the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding. (g) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the Agreement shall be paid by vigorously pursuing the Company Shareholders when due, and the Company Shareholders shall, at their own expense, file all available avenues necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Parent shall, and shall cause its affiliates to, join in the execution of administrative any such Tax Returns and judicial appeal other documentation. (h) The Company and all available legislative actionthe Principal Shareholder shall use their commercially reasonable best efforts to file as soon as practicable after the date hereof the Company’s Tax Returns for the Taxable period ending December 31, 2008 (the “2008 Tax Returns”).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other non-filing party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each To the extent required, Parent and the Company shall file as soon as practicable after the date hereof notifications under the HSR Act and each of Buyer Parent and Seller the Company shall use commercially reasonable efforts to obtain from respond as promptly as practicable to all reasonable inquiries or requests and to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the FTC preliminary approval transactions contemplated by this Agreement under the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Parent shall be solely responsible for Buyer any fee payable in connection with filing the required notifications under the HSR Act, if applicable. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as the purchaser violating any Antitrust Law, each of the Transferred Assets. Each of Buyer Parent and Seller agrees to Company shall cooperate and use its commercially all reasonable efforts vigorously to contest and resist vigorously any action, including legislative, administrative such action or judicial action, proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents prevents, or prohibits the restricts consummation of the Merger or any such other transactions contemplated by this Agreement, including unless by vigorously pursuing mutual agreement Parent and Company decide that litigation is not in their respective best interests. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws, if necessary. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that Parent shall have no obligation to litigate or contest any administrative or judicial action or proceeding or any Antitrust Order beyond December 31, 2006. Each of Parent and Company shall use all available avenues reasonable efforts to take such actions as may be required to cause the expiration of administrative the waiting periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement; provided, however, that nothing contained herein shall require either party to seek early termination of any such waiting period under the Antitrust Laws. (c) Notwithstanding anything to the contrary in Section 7.06(a) or (b), (i) neither Parent nor Merger Sub shall be required to divest (including, without limitation, through a licensing arrangement) any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Parent Material Adverse Effect and judicial appeal and (ii) the Company shall not be required to divest (including, without limitation, through a licensing arrangement) any of its respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Company Material Adverse Effect. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all available legislative actionor any portion of the business, assets or properties of the Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will Party hereto shall use commercially reasonable efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Combination, Merger and Stock Purchase and the other transactions contemplated by this Agreement, (ii) satisfy, or cause to be satisfied, the conditions to its and each Party’s obligations to consummate the Combination, Merger and Stock Purchase, as applicable, which are set forth in Article VII, including, but not limited to, executing all documents and instruments, and taking all other actions, which are contemplated to be so executed or taken by such Party under any of the conditions set forth in Article VII, (iii) obtain from the requisite any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by any Party or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Combination and the other transactions contemplated by this Agreement and (iiiiv) make all necessary filings, and thereafter make any other advisable submissionsrequired submission, with respect to this Agreement Agreement, the Combination and the other transactions contemplated by this Agreement required under any applicable Governmental Rules, including, without limitation, all filings Law. The Parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other party non-filing Party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each From the date of Buyer and Seller shall use commercially reasonable efforts to obtain from this Agreement until the FTC preliminary approval for Buyer as the purchaser earlier of the Transferred Assets. Each Effective Time or the termination of Buyer and Seller agrees this Agreement, each Party shall promptly notify each other Party in writing of any pending or, to cooperate and use its commercially reasonable efforts vigorously to contest and resist any the knowledge of such Party, threatened action, including legislative, administrative proceeding or judicial action, and investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to have vacated, lifted, reversed restrain or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibit the consummation of the Combination or the transactions contemplated by this Agreementhereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any portion of the business, including by vigorously pursuing all available avenues assets or properties of administrative and judicial appeal and all available legislative actionPihana or i-STT.

Further Action; Consents; Filings. (a) Upon the terms and --------------------------------- subject to the conditions hereof, each of Buyer and Seller will the parties hereto shall use commercially reasonable its best efforts to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules Law or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and Agreement, (iii) contest any legal proceedings relating to the Merger, (iv) make all necessary filings, and thereafter make any other advisable required submissions, with respect to this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement required under any applicable Governmental RulesLaw, including, without limitation, all filings and (v) use reasonable best efforts to cause the shares of the Parent's common stock to be issued in the Merger to be approved for listing on the Nasdaq National Market prior to the Effective Time. The parties hereto shall cooperate with each other in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other nonfiling party and its advisors prior to filing and, if requested, will accept by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each If at any time after the Effective Time any further action is necessary to carry out the purposes of Seller this Agreement, the proper officers and Buyer will furnish directors of each party hereto shall take all such necessary action. (b) Parent and the Company shall file promptly after the date of this Agreement notifications under the HSR Act or any other filing required by antitrust authorities and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission or the Antitrust Division of the Department of Justice for additional information required for or documentation and shall respond as promptly as practicable to all inquiries and requests received from any application State Attorney General or other filing to be made pursuant to the rules Governmental Entity in connection with antitrust matters. The parties shall consult and regulations of any applicable Governmental Rules cooperate with each other in connection with the transactions making of all such filings or responses, including providing copies of all such documents to the other party and its advisors prior to filing or responding and notifying the other party of any communications or discussions with any government agency and affording the other party the opportunity to participate in such communications or discussions. Each of the parties hereto shall take, and shall cause its respective subsidiaries to take, all reasonable actions necessary to obtain (and to cooperate with the other parties in obtaining) any consent, approval, order or authorization of, or any exemption by, any Governmental Entity, or other third party required to be obtained or made by Parent, the Parent Subsidiaries or the Company in connection with the Merger or the taking of any action contemplated thereby or by this Agreement. (bc) Each Notwithstanding any other provision of Buyer this Agreement to the contrary, Parent agrees to take any and Seller shall use commercially reasonable efforts all steps necessary to obtain from avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority or any other person so as to enable the FTC preliminary approval for Buyer parties to consummate the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the purchaser sale or disposition of such of the Transferred Assets. Each shares of Buyer and Seller agrees Company Common Stock, or its or the Company's or their subsidiaries' assets, as are required to cooperate and use its commercially reasonable efforts vigorously be divested or entering into such other arrangements as are required in order to contest and resist avoid the entry of, or to effect the dissolution of, any actioninjunction, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction temporary restraining order or other order (whether temporaryin any suit or proceeding, preliminary which would otherwise have the effect of preventing or permanent) that is in effect and that restricts, prevents or prohibits materially delaying the consummation of any part or all of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues provided, however, that -------- ------- Parent shall not be required to make any divestiture of administrative any assets that are material to the Company or to the Parent and judicial appeal and all available legislative actionits subsidiaries, taken as a whole.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will use commercially reasonable efforts to (i) take, or cause to be taken, all actions necessary, proper or advisable under applicable Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other advisable submissions, with respect to this Agreement and the transactions contemplated by this Agreement required under any applicable Governmental Rules, including, including without limitation, limitation all filings with the FDA FDA, or any other Governmental Entity Entity, needed to obtain approval of permit Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. (b) Each of Buyer and Seller shall use commercially reasonable best efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees to cooperate and use its commercially reasonable best efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of Buyer and Seller will the Parties shall use commercially its reasonable best efforts as promptly as practicable in connection with the transactions contemplated by this Agreement to (i) take, or cause to be taken, all actions appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Governmental Rules or otherwise Law to satisfy the conditions to Closing set forth in Article X and consummate and make effective the transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities Authorities and any third parties, as may be necessary, any consents, licenses, permits, waivers, approvals, authorizations authorizations, registrations, orders or orders estoppel certificates required to be obtained or made by them or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby, and (iii) make all necessary filings, and thereafter make any other advisable required submissions, with respect to this Agreement and the transactions contemplated by this Agreement hereby, that are required under any applicable Governmental Rules, including, without limitation, all filings Law. The Parties shall cooperate with one another in connection with the FDA or other Governmental Entity needed to obtain approval making of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide all such filings, including by providing copies of all non-confidential such documents to the other party nonfiling Party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith; provided, however, that, subject to Section 5.03(f) hereof, Sprint shall not have any affirmative obligation under this Section 5.11 to FT or DT with respect to those matters related to the FT/DT Transactions. Each Party agrees to procure the cooperation of the Joint Venture in effecting the provisions of this Agreement and the transactions contemplated hereby. The Joint Venture will accept cooperate in connection with the making of all such filings, including by providing copies of all documents to be filed by the Joint Venture to the other Parties and their advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to To the rules and regulations of any applicable Governmental Rules in connection with extent that the transactions contemplated by this Agreement. (b) Each of Buyer and Seller hereby require amendments or modifications to the JVA or the Operative Agreements which are not specifically provided for herein, the Parties shall use commercially their reasonable best efforts to obtain from the FTC preliminary approval for Buyer cause such amendments or modifications to be entered into as the purchaser of the Transferred Assets. Each of Buyer and Seller agrees to cooperate and use its commercially reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actionsoon as practicable.