Common use of Interim Operations of the Companies Clause in Contracts

Interim Operations of the Companies. (a) Sellers covenant and agree that, from the date hereof until the Closing Date, Sellers shall operate the business in accordance with its ordinary course and past practice, including the use of QuSomes, HyperSorb and EquaSomes drug delivery technologies. In addition, during the period commencing on the date hereof and until the Closing Date, Sellers shall, except to the extent MSLP specifically gives its prior written consent to the contrary: (i) use its best efforts to preserve intact its business organization and the goodwill of its customers, suppliers and others having business relations with it; (ii) use its best efforts to keep available to Sellers the services of their officers, employees and agents; (iii) promptly furnish to Purchaser a copy of any correspondence received from or delivered to any Governmental Authority; (iv) maintain and keep its properties and assets in the same repair and condition as they were on the date of this Agreement; (v) continue the approval process in the ordinary course of business with respect to obtaining lease assignments, (vi) continue and maintain the approval process in the ordinary course of business with respect to the Products and any products being developed by Sellers; and (vii) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date of this Agreement. (b) Additionally, during the period from the date of this Agreement to the Closing Date, except with the prior consent of Purchaser, Sellers shall not, directly or indirectly: (i) amend or otherwise change their Organizational Documents; (ii) redeem, purchase or otherwise acquire directly or indirectly any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (iii) declare or pay any dividend or other distribution; (iv) sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible), except for sales or dispositions of inventory in the ordinary course of business consistent with past practice and disposition of obsolete inventory and assets that are not included as assets on the consolidated Balance Sheet of Sellers or have been written off subsequent to September 30, 2013; (v) grant, make or subject itself or any of its assets or Properties to any Lien, other than in the ordinary course of business; (vi) create, incur or assume any liability or indebtedness which would remain with Purchaser after the Closing Date, except for the Assumed Liabilities; (vii) enter into, amend or terminate any Contract except in the ordinary course of business; (viii) commit to make any capital expenditures which would be payable by Purchaser after the Closing Date; (ix) grant any guaranty; (x) waive, release, assign, settle or compromise any material claim or litigation except in the ordinary course of business; (xi) except as required by Law, increase the compensation payable or to become payable to directors, officers, employees, consultants or agents or grant any rights to severance or termination pay to, or enter into any employment or severance agreement with any of the foregoing Persons or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any of the foregoing Persons; (xii) acquire (including, without limitation, by merger, consolidation or Transactions of stock or assets) any interest in any corporation, partnership, other business organization, Person or any division thereof or any assets; (xiii) alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected; (xiv) make any Tax election or settle or compromise any material federal, state or local or federal income Tax Liability; (xv) change its accounting practices, methods or assumptions; (xvi) enter into any commitment or transaction, which would survive the Closing Date, except in the ordinary course of business consistent with past practice; (xvii) accelerate, terminate, modify or cancel any written Contract; (xviii) grant any license or sublicense of any right under or with respect to any Intellectual Property or disclose any proprietary or confidential information to any third party; (xix) take or omit to take any action which would render any of Sellers’ representations or warranties untrue or misleading, or which would be a breach of any of Sellers’ covenants; (xx) enter into any Contract, transaction or arrangement with any Affiliate; (xxi) knowingly take any action which could have a Material Adverse Effect; or (xxii) agree, whether in writing or otherwise, to do any of the foregoing.

Interim Operations of the Companies. (a) Sellers covenant Each Company and agree Seller covenants and agrees that, from the date hereof until the Closing Date, Sellers Date each Company shall operate the business in accordance with its ordinary course and past practice, including the use of QuSomes, HyperSorb and EquaSomes drug delivery technologies. In addition, addition during the period commencing on the date hereof and until the Closing Date, Sellers shalleach Company shall and Seller shall cause such Company to, except to the extent MSLP Buyer specifically gives its prior written consent to the contrary:contrary (provided Seller acknowledges agrees that Buyer’s consent shall not be provided and payments not allowed under the provisions of (iv), (ix) and (xii) if there is an Estimated Working Capital Deficiency Amount and any such payments are not made in the ordinary course consistent with past practice or if such payments in the aggregate exceed any Estimated Working Capital Excess Amount): (i) use its best efforts to preserve intact its business organization and the goodwill of its customers, suppliers and others having business relations with it; (ii) use its best efforts to keep available to Sellers Buyer the services of their such Company’s officers, employees employees, independent contractors and agents; (iii) promptly furnish to Purchaser Buyer a copy of any correspondence received from or delivered to any Governmental Authoritygovernmental authority; (iv) maintain and keep its properties and assets in the same repair and condition as they were on the date of this Agreement; (v) continue the approval process in the ordinary course of business with respect to obtaining lease assignments, (vi) continue and maintain the approval process in the ordinary course of business with respect to the Products and any products being developed by Sellerssuch Company; and (viivi) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date of this Agreement. (b) Additionally, during the period from the date of this Agreement to the Closing Date, except with the prior consent of PurchaserParent and Buyer, Sellers no Company shall notand Seller shall not permit such Company to, directly or indirectly: (i) amend or otherwise change their such Company’s Organizational Documents; (ii) issue, sell or authorize for issuance or sale, shares of any class of its securities (including, but not limited to, by way of share split or dividend) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it to issue or sell any such securities; (iii) redeem, purchase or otherwise acquire directly or indirectly any shares of its authorized share capital stock or any option, warrant or other right to purchase or acquire any such shares; (iiiiv) declare or pay any dividend or other distribution; (ivv) sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible), except for sales or dispositions of inventory in the ordinary course of business consistent with past practice and disposition of obsolete inventory and assets that are not included as assets on the consolidated Balance Sheet of Sellers or have been written off subsequent to September 30, 2013practice; (vvi) grant, make or subject itself or any of its assets or Properties properties to any Lien, other than in the ordinary course of business; (vivii) create, incur or assume any liability or indebtedness which would remain with Purchaser such Company after the Closing Date, except for in the Assumed Liabilitiesordinary course of business consistent with past practice; (viiviii) enter into, amend or terminate any Contract except in the ordinary course of businessContract; (viiiix) commit to make any capital expenditures in excess of US---$10,000, which would be payable by Purchaser such Company after the Closing Date; (ixx) grant any guaranty; (xxi) waive, release, assign, settle or compromise any material claim or litigation except in the ordinary course of businesslitigation; (xixii) except as required by Law, increase the compensation payable or to become payable to directors, officers, employees, consultants or agents or grant any rights to severance or termination pay to, or enter into any employment or severance agreement with any of the foregoing Persons or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock share option, restricted stockshare, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any of the foregoing Persons; (xiixiii) acquire (including, without limitation, by merger, consolidation or Transactions acquisition of stock or assets) any interest in any corporation, partnership, other business organization, Person or any division thereof or any assets; (xiiixiv) alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected; (xivxv) make any Tax election or settle or compromise any material federal, state or local or federal income Tax Liability; (xvxvi) change its accounting practices, methods or assumptionsassumptions or write down any of its assets; (xvixvii) enter into any commitment or transaction, which would survive the Closing Date, except in the ordinary course of business consistent with past practice; (xviixviii) accelerate, terminate, modify or cancel any written Contract; (xviiixix) grant any license or sublicense of any right under or with respect to any Intellectual Property or disclose any proprietary or confidential information to any third party; (xixxx) take or omit to take any action which would render any of Sellers’ such Company’s or any of any Seller’s representations or warranties untrue or misleading, or which would be a breach of any of Sellers’ such Company’s or any Seller’s covenants; (xxxxi) enter into any Contract, transaction or arrangement with any Affiliate; (xxixxii) knowingly take any action which could have a Material Adverse Effect; or (xxiixxiii) agree, whether in writing or otherwise, to do any of the foregoing.

Interim Operations of the Companies. (a) The Company and Sellers covenant and agree that, from the date hereof until the Closing Date, Sellers the Company and any Subsidiary of the Company shall operate the business in accordance with its ordinary course and past practice, including the use of QuSomes, HyperSorb and EquaSomes drug delivery technologies. In addition, during the period commencing on the date hereof Effective Date and until the Closing Date, the Company and any Subsidiary of the Company shall, and Sellers shallshall cause such Company to, except to the extent MSLP Parent specifically gives its prior written consent to the contrary:contrary (provided Sellers acknowledge and agree that Parent’s consent shall not be provided and payments not allowed under the provisions of (iv), (ix) and (xii) if there is an Estimated Working Capital Deficiency Amount and any such payments are not made in the ordinary course consistent with past practice or if such payments in the aggregate exceed any Estimated Working Capital Excess Amount): (i) use its best efforts to preserve intact its business organization and the goodwill of its customers, suppliers and others having business relations with it; (ii) use its best efforts to keep available to Sellers Buyer following the Closing the services of their the Company’s officers, employees employees, independent contractors and agents; (iii) promptly furnish to Purchaser Parent a copy of any correspondence received from or delivered to any Governmental Authoritygovernmental authority; (iv) maintain and keep its properties and assets in substantially the same repair and condition as they were on the date of this Agreement; Agreement (v) continue the approval process reasonable wear and tear from use in the ordinary course of business with respect to obtaining lease assignments,excepted); (viv) continue and maintain the approval process in the ordinary course of business with respect to the Products and any products being developed by Sellerssuch Company; and (viivi) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date of this AgreementEffective Date. (b) Additionally, during the period from the date of this Agreement Effective Date to the Closing Date, except with the prior consent of PurchaserParent, the Company shall not, and Sellers shall notnot permit such Company to, directly or indirectly: (i) amend or otherwise change their such Company’s Organizational Documents; (ii) issue, sell or authorize for issuance or sale, shares of any class of its securities (including, but not limited to, by way of share split or dividend) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it to issue or sell any such securities; (iii) redeem, purchase or otherwise acquire directly or indirectly any shares of its authorized share capital stock or any option, warrant or other right to purchase or acquire any such shares; (iiiiv) declare or pay any dividend or other distribution; (ivv) sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible), except for sales or dispositions of inventory in the ordinary course of business consistent with past practice and disposition of obsolete inventory and assets that are not included as assets on the consolidated Balance Sheet of Sellers or have been written off subsequent to September 30, 2013practice; (vvi) grant, make or subject itself or any of its assets or Properties properties to any Lien, Lien (other than in the ordinary course of businessLiens for Taxes not yet due); (vivii) create, incur or assume any liability or indebtedness which would remain with Purchaser such Company after the Closing Date, except for in the Assumed Liabilitiesordinary course of business consistent with past practice; (viiviii) enter into, amend or terminate any Contract except in the ordinary course of businessContract; (viiiix) commit to make any capital expenditures in excess of US---$10,000, which would be payable by Purchaser the Company after the Closing Date; (ixx) grant any guaranty; (xxi) waive, release, assign, settle or compromise any material claim or litigation except in the ordinary course of businesslitigation; (xixii) except as required by LawLaw or the terms of any applicable Contract, increase the compensation payable or to become payable to directors, officers, employees, consultants or agents or grant any rights to severance or termination pay to, or enter into any employment or severance agreement with any of the foregoing Persons or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock share option, restricted stockshare, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any of the foregoing Persons; (xiixiii) acquire (including, without limitation, by merger, consolidation or Transactions acquisition of stock or assets) any interest in any corporation, partnership, other business organization, Person or any division thereof or any assets; (xiiixiv) alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected; (xivxv) make any Tax election or settle or compromise any material federal, state or local or federal income Tax Liability; (xvxvi) change its accounting practices, methods or assumptionsassumptions or write down any of its assets; (xvixvii) enter into any commitment or transaction, transaction which would survive the Closing Date, except in the ordinary course of business consistent with past practice; (xvii) accelerate, terminate, modify or cancel any written Contract; (xviii) grant any license or sublicense of any right under or with respect to any Intellectual Property or disclose any proprietary or confidential information to any third party; (xix) take or omit to take any action which would render any of the Company’s or any of any Sellers’ representations or warranties untrue or misleading, or which would be a breach of any of the Company’s or any Sellers’ covenantscovenants hereunder; (xx) enter into any Contract, transaction or arrangement with any AffiliateAffiliate of the Company; (xxi) knowingly take any action which could have a Material Adverse Effect; or (xxii) agree, whether in writing or otherwise, to do any of the foregoing.