Common use of Interim Operations of the Company Clause in Contracts

Interim Operations of the Company. From the date hereof through the Closing Date, except (i) as otherwise expressly provided in this Agreement or the Transaction Documents, or (ii) as may be consented to by Purchaser in writing, the Sellers shall cause the Company to: (a) conduct its business only in the usual and ordinary course and shall use best efforts to maintain the value of its business as a going concern and its relationships with its current customers, suppliers, vendors, employees, agents and other Persons having material business relationships with the Company and preserve for Purchaser unimpaired the goodwill of such customers, suppliers, vendors, employees, agents and other Persons; (b) confer with Purchaser concerning operational matters of a material nature; (c) not take any affirmative action, or fail to take any reasonable action within its control, which, if occurring within the time period specified in Section 3.7, would be required to be disclosed on Section 3.7 of the Seller Disclosure Schedule; (d) preserve and maintain all Company Permits required for the conduct of the Company’s business; (e) pay the debts, Taxes and other obligations of the Company when due; (f) continue to collect accounts receivable in a manner consistent with past practice, without discounting such accounts receivable; (g) maintain the properties and assets of the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (h) continue in full force and effect without modification all Insurance Policies; (i) defend and protect the properties and assets of the Company from infringement or usurpation; (j) perform all of its obligations under all Material Contracts; (k) maintain the Books and Records in accordance with past practice; and (l) comply in all material respects with all Legal Requirements applicable to the conduct of the Company’s business or the ownership and use of the Company’s assets.

Interim Operations of the Company. From (a) During the date hereof through period from the Closing DateAgreement Date to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (except (i) as otherwise expressly provided in this Agreement or the Transaction Documentsmay be required by Law, or (ii) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (iii) as may be consented contemplated or permitted by this Agreement (including with respect to by Purchaser any Fiagon Action), (iv) as reasonably necessary in writinglight of the then-current operating conditions and developments as a result of COVID-19 (provided that prior to taking any actions that the Company intends to take in reliance on this clause (iv), the Sellers shall cause Company will use commercially reasonable efforts to provide advance notice to and consult with Parent prior to taking such actions) or (v) as set forth in the Company to: (a) conduct Disclosure Schedule), the business of the Company and its business Subsidiaries shall be conducted only in the ordinary and usual and ordinary course and shall use best efforts to maintain the value of its business as a going concern and its relationships with its current customers, suppliers, vendors, employees, agents and other Persons having in all material business relationships with the Company and preserve for Purchaser unimpaired the goodwill of such customers, suppliers, vendors, employees, agents and other Persons; (b) confer with Purchaser concerning operational matters of a material nature; (c) not take any affirmative action, or fail to take any reasonable action within its control, which, if occurring within the time period specified in Section 3.7, would be required to be disclosed on Section 3.7 of the Seller Disclosure Schedule; (d) preserve and maintain all Company Permits required for the conduct of the Company’s business; (e) pay the debts, Taxes and other obligations of the Company when due; (f) continue to collect accounts receivable in a manner respects consistent with past practice, without discounting such accounts receivable; and the Company and its Subsidiaries shall use reasonable best efforts to (g1) preserve intact their current business organization, (2) maintain their relationships with customers, suppliers and others having business dealings with them, (3) subject to applicable Law (including Antitrust Laws), and provided that any such notice may be made on an outside counsel only basis if appropriate, notify Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) after making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the properties development timeline for any of its product candidates or programs, (4) preserve intact and assets keep available the services of present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the same condition as they were on Agreement Date, (6) preserve and protect the date Intellectual Property owned by the Company and its Subsidiaries and (7) operate in material compliance with the operating plan set forth in Section 5.1(a) of the Company Disclosure Schedule; provided, however, that notwithstanding the foregoing, no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by clauses (i) – (xvii) of this AgreementSection 5.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, subject except (A) as may be required by Law, (B) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (C) as contemplated or permitted by this Agreement (including with respect to any Fiagon Action), (D) for actions that are reasonably necessary in light of the then-current operating conditions and developments as a result of COVID-19 (provided that prior to taking any actions that the Company intends to take in reliance on this clause (D), the Company will use commercially reasonable wear efforts to provide advance notice to and tear; consult with Parent prior to taking such actions); or (hE) continue as set forth in full force Section 5.1(a) of the Company Disclosure Schedule, prior to the Effective Time, the Company shall not, and effect without modification all Insurance Policies;shall not permit any of its Subsidiaries to, do any of the following: (i) defend and protect amend its certificate of incorporation or bylaws (or equivalent organizational documents); (ii) issue, deliver, sell, dispose of, pledge or otherwise encumber, or authorize or propose the properties and assets issuance, sale, disposition or pledge or other encumbrance of (x) any shares of capital stock of any class or any other ownership interest of the Company from infringement or usurpationany of its Subsidiaries, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock or any other ownership interest of the Company or any of its Subsidiaries, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or any other ownership interest of the Company or any of its Subsidiaries or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or any other ownership interest of the Company or any of its Subsidiaries, or (y) any other securities of the Company or any of its Subsidiaries in respect of, in lieu of, or in substitution for, Company Common Stock outstanding on the Agreement Date, except for Company Common Stock to be issued or delivered pursuant to the exercise of vested Company Options, the vesting of Company Restricted Stock Units or Company Performance Stock Units or upon conversion of the Deerfield Convertible Notes, in each case outstanding as of the Agreement Date; (jiii) perform all redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any outstanding Company Common Stock or Series D Preferred Stock, other than (x) from holders of its obligations Company Options in full or partial payment of the exercise price, or (y) in connection with the withholding of Taxes payable by any holder of Company Options, Company Restricted Stock Units or Company Performance Stock Units upon the exercise, settlement or vesting thereof, in each case to the extent required or permitted under all Material Contractsthe terms of such Company Options, Company Restricted Stock Units or Company Performance Stock Units or any applicable Company Equity Plan as of the Agreement Date; (kiv) maintain split, combine, subdivide or reclassify any Company Common Stock or declare, set aside for payment or pay any dividend or other distribution in respect of any Company Common Stock or otherwise make any payments to stockholders in their capacity as such; provided that this Section 5.1(a)(iv) shall not apply to dividends or distributions declared, set aside for payment or paid by wholly owned Subsidiaries of the Books Company to the Company or any other wholly owned Subsidiary of the Company; (v) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, other than the Transactions; (vi) acquire, sell, lease, dispose of, pledge or encumber any assets, other than (x) acquisitions in existing or related lines of business of the Company or any of its Subsidiaries as to which the aggregate consideration for all such acquisitions does not exceed $500,000, (y) acquisitions, sales, leases, dispositions, pledges or encumbrances of assets with an aggregate fair market value of less than $500,000, or (z) acquisitions, sales or transfers of inventory in the ordinary course of business; (vii) (x) other than in the ordinary course of business consistent with past practice and Records other than as contemplated by Section 5.21, incur any indebtedness for borrowed money in addition to that incurred as of the Agreement Date or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) to the Company or any wholly owned Subsidiary of the Company or (B) strategic investments as to which the aggregate consideration for all such investments does not exceed $500,000, or (y) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of (1) in the ordinary course of business consistent with past practice, liabilities reflected or reserved against in the Company’s consolidated balance sheet as of the Balance Sheet Date or (2) liabilities incurred in the ordinary course of business since the Balance Sheet Date; (viii) change the compensation payable to any Covered Employee, or enter into any employment, severance, retention or other agreement or arrangement with any Covered Employee, or adopt, or increase the benefits (including fringe benefits) under any employee benefit plan or otherwise, except (A), in each case, as required by Law or in accordance with an existing Benefit Plan provided to Parent and disclosed in the Company Disclosure Schedule and (B), in the case of compensation for any Covered Employee who is not an officer or director, in the ordinary course of business consistent with past practice unless the total compensation payable to such Covered Employee (including base, bonus opportunity at target, equity, sign-on bonus and relocation) equals or exceeds $350,000; or make any loans to any of its directors, officers or employees, agents or consultants, or make any change in its existing borrowing or lending arrangements for or on behalf of any such persons pursuant to an employee benefit plan or otherwise; (ix) except as may be contemplated by this Agreement or to the extent required to comply with applicable Law, adopt, enter into, terminate or materially amend any Benefit Plans; (x) change in any material respect any of the accounting methods used by the Company unless required by GAAP or applicable Law; (xi) (x) (1) enter into a Material Contract as described in clauses (ii)-(v) or (vii)-(ix) of Section 3.8 or (2) enter into a Material Contract, other than in the ordinary course of business consistent with past practice; and, as described in clause (i) or (vi) of Section 3.8 or (y) amend, terminate or waive, release or assign any material rights or claims with respect to any Material Contract in any material respect; (lxii) comply settle (x) any suit, action, claim, proceeding or investigation that is disclosed in all the Company SEC Reports filed prior to the Agreement Date or (y) any other suit, action, claim, proceeding or investigation, other than, in either case, settlements that involve only the payment of monetary damages of less than $1,000,000 in the aggregate for any such suits, actions, claims, proceedings or investigations; (xiii) make, revise, or amend any material respects Tax election or settle or compromise any material federal, state, local, or foreign Tax liability, change any material Tax accounting period, change any material method of Tax accounting, enter into any closing agreement relating to any material Tax, file any amended Tax Return, file any Tax Return in a manner inconsistent with all Legal Requirements past practice, surrender any right to claim a material Tax refund, or consent to any waiver or extension of the statute of limitations applicable to any material Tax claim or assessment; (xiv) negotiate, enter into, amend, extend or waive or terminate any collective bargaining agreement or other Contract with a labor union or other employee representative body or works council; (xv) hire, engage or terminate (other than a termination for cause) the conduct employment or engagement of any employee or individual independent contractor who earns or will earn annual base compensation in excess of $250,000; (xvi) implement any layoffs affecting, place on unpaid leave or furlough, or materially reduce the hours or weekly pay of, twenty-five (25) or more employees; or (xvii) enter into any contract, agreement, commitment or arrangement to do any of the Company’s business foregoing. (b) The Company shall promptly advise the Parent orally and in writing of any change or the ownership and use event that has had or would reasonably be expected to have a Company Material Adverse Effect; provided that no failure to so advise Parent in accordance with this Section 5.1 shall be deemed a breach of the Company’s assetsany representation or warranty made in this Agreement or a breach of this Section 5.1 for purposes of ARTICLE VI.

Interim Operations of the Company. From The Company covenants and ---------------------------------------------- agrees as to itself and its Subsidiaries that, after the date hereof through hereof, until the Closing Dateearlier to occur of (a) the termination of this Agreement pursuant to Section 8.1 and (b) the Effective Time (unless Parent shall otherwise approve in writing, except (i) or unless as otherwise expressly provided in contemplated by this Agreement or the Transaction Documents, or (ii) as may be consented to by Purchaser expressly disclosed in writing, the Sellers shall cause the Company to: (a) conduct its business only in the usual and ordinary course and shall use best efforts to maintain the value of its business as a going concern and its relationships with its current customers, suppliers, vendors, employees, agents and other Persons having material business relationships with the Company and preserve for Purchaser unimpaired the goodwill of such customers, suppliers, vendors, employees, agents and other Persons; (b) confer with Purchaser concerning operational matters of a material nature; (c) not take any affirmative action, or fail to take any reasonable action within its control, which, if occurring within the time period specified in Section 3.7, would be required to be disclosed on Section 3.7 of the Seller Disclosure Schedule; (d) preserve and maintain all Company Permits required for the conduct of the Company’s business; (e) pay the debts, Taxes and other obligations of the Company when due; (f) continue to collect accounts receivable in a manner consistent with past practice, without discounting such accounts receivable; (g) maintain the properties and assets of the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (h) continue in full force and effect without modification all Insurance Policies;Letter): (i) defend and protect the properties and assets business of the Company from infringement or usurpation; and its Subsidiaries (jother than the Company's Subsidiary in Australia) perform taken as a whole shall be conducted in all material respects in the ordinary and usual course consistent with the Company's past practice and, to the extent consistent therewith, the Company shall use, and shall cause its Subsidiaries to use, reasonable commercial efforts to preserve its business organization intact in all material respects, keep available the services of its obligations under all Material Contracts; officers and employees as a group (ksubject to changes in the ordinary course) and maintain the Books its existing relations and Records in accordance with past practice; and (l) comply goodwill in all material respects with all Legal Requirements applicable customers, suppliers, regulators, distributors, creditors, lessors, and others having business dealings with it, in each case, consistent with the Company's past practice; (ii) the Company shall not issue, deliver, grant or sell any additional Company Common Shares or any Company Options (other than the issuance, delivery, grant or sale of Company Common Shares pursuant to the conduct exercise or conversion of Company Options outstanding as of this date); (iii) the Company’s business Company shall not (A) amend its Articles of Organization or By-laws, amend or take any action under the ownership and use of the Company’s assets.Rights Agreement (except as set forth in Section

Interim Operations of the Company. From the date hereof through the Closing Date, except (i) as otherwise expressly provided in this Agreement or the Transaction Documents, or (ii) as may be consented to by Purchaser Buyers in writing, the Sellers Seller shall cause the Company to: (a) conduct its business only in the usual and ordinary course and shall use best efforts to maintain the value of its business as a going concern and its relationships with its current customers, suppliers, vendors, employees, agents and other Persons having material business relationships with the Company and preserve for Purchaser Buyers unimpaired the goodwill of such customers, suppliers, vendors, employees, agents and other Persons; (b) confer with Purchaser Buyers concerning operational matters of a material nature; (c) not take any affirmative action, or fail to take any reasonable action within its control, which, if occurring within the time period specified in Section 3.7, would be required to be disclosed on Section 3.7 of the Seller Disclosure Schedule; (d) preserve and maintain all Company Permits required for the conduct of the Company’s business; (e) pay the debts, Taxes Taxes, outstanding payroll obligations to employees or former employees and other obligations of the Company when due; (f) continue to collect accounts receivable in a manner consistent with past practice, without discounting such accounts receivable; (g) maintain the properties and assets of the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (h) continue in full force and effect without modification all Insurance Policies; (i) defend and protect the properties and assets of the Company from infringement or usurpation; (j) perform all of its obligations under all Material Contracts; (k) maintain the Books and Records in accordance with past practice; and (l) comply in all material respects with all Legal Requirements applicable to the conduct of the Company’s business or the ownership and use of the Company’s assets.