Common use of No Solicitations Clause in Contracts

No Solicitations. (a) The Company shall not, nor shall it authorize or permit any of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:

No Solicitations. (a) The Except as provided below, from the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time, neither the Company shall notnor any of its Subsidiaries shall, nor shall it they authorize or permit any of its Subsidiariesofficer, any of its or their respective directorsdirector, officers or employees or any employee, investment banker, financial advisor, attorney, accountant or other advisor, agent advisor or representative (each, a "Representative") retained by or acting for or on behalf of the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) of its Subsidiaries to, directly or indirectly through another Personindirectly, (i) take any action to knowingly solicit, initiate, continue, facilitate or knowingly encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries offer or proposal for a merger, consolidation or other business combination involving the making, submission Company or announcement any of its Subsidiaries or any proposal or offer that constitutes to acquire in any manner, directly or is reasonably likely to lead to a Takeover Proposalindirectly, 15% or (ii) other than informing Persons more of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return shares of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation class of the restrictions set forth in this Section 5.2 by any Representative voting securities of the Company or any of its Subsidiaries shall be deemed to be or a breach substantial portion of the assets of the Company or any of its Subsidiaries, other than the transactions contemplated by this Section 5.2 Agreement or by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal Stock Option Agreement (any action described in this clause (i) of the foregoing being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Changean "Acquisition Proposal"), or (ii) authorize knowingly engage in negotiations, discussions or communications regarding or disclose any information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to enter into any letter of intentperson, memorandum of understandingcorporation, agreement in principle partnership or merger, acquisition other entity or similar agreement with respect togroup (a "Potential Acquiror") that may be considering making, or that is intended has made, an Acquisition Proposal. The Board of Directors of the Company (including any committee thereof) shall not withdraw or modify in a manner adverse to Parent the approval and recommendation of the Offer, this Agreement, the Stock Option Agreement or could reasonably be expected to lead to, the Merger or approve or recommend any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”)Proposal. Notwithstanding the foregoing, at (i) the Company may participate in discussions or negotiations with or furnish information to any time prior to the Acceptance Time and subject to the proviso of this sentence: third party which makes a written Acquisition Proposal which either (x) is not subject to a financing contingency and involves the purchase for cash of 100% of the Company Board may make Common Stock at a Company Adverse Recommendation Change, upon a good faith determination by price per share greater than the purchase price of the Offer or (y) provides for the acquisition of 100% of the Company Common Stock for consideration, not consisting entirely of cash, which the Company's Board (after receiving of Directors determines, based on the advice of its outside counsel) that failure financial advisor, is financially superior to take such action would be reasonably likely to result in a failure the purchase price of the Company Board to comply with its fiduciary duties to Offer (in the Company Stockholders under applicable Lawcase of either (x) or (y), a "Superior Proposal"), and (yii) if the Company Board receives of Directors or any committee thereof may withdraw or modify in a Takeover Proposal that manner adverse to Parent the Company Board reasonably determines (after receiving approval or recommendation of this Agreement, the advice of its outside counsel Offer or the Merger and a financial advisor of nationally recognized reputation) constitutes a may approve or recommend any such Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, andif, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, either (2i) during such five or (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(bii), the Company shall promptly (and in any event within twenty-four (24) hours after learning Board of the relevant information) advise Parent in writing Directors of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:the

No Solicitations. (a) The Company Company, its affiliates and their respective officers, directors and employees shall not, nor shall it authorize directly or permit indirectly, solicit any of its Subsidiariescorporation, any of its or their respective directorspartnership, officers or employees or any investment banker, financial advisor, attorney, accountant person or other advisor, agent entity or representative retained by the Company or any Subsidiary in connection with the Transactions group (collectively, “Representatives”) to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons Buyer or an affiliate or an associate of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information Buyer) concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover ProposalCompeting Transaction (as defined below). Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Timeforegoing, the Company may, upon a good faith determination by directly or indirectly, furnish information and access, in each case in response to unsolicited requests therefor, to any corporation, partnership, person or other entity or group pursuant to confidentiality agreements, and may participate in discussions and negotiate with such entity or group concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any Company Subsidiary or division of the Company, if the Board (of Directors of the Company determines in good faith, after receiving the advice of its outside legal counsel) , that the failure to take such action would be reasonably is likely to result in a failure violate the fiduciary obligation of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, law. (b) From and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shallshall immediately advise Buyer in writing of the receipt, directly or indirectly, of any, discussions, negotiations or proposals relating to a Competing Transaction, identify the offeror and furnish to Buyer a copy of any such proposal, if it is in writing, or a written summary of any such proposal relating to a Competing Transaction if it is not in writing. The Company shall cause its Subsidiaries and its and their respective Representatives topromptly advise Buyer of any development relating to such proposal, immediately cease and cause to be terminated all existing including the results of any discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to thereto unless the extent permitted under the applicable confidentiality agreement, the prompt return Board of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative Directors of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b)determines in good faith, the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside legal counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled disclosure to exercise its right Buyer of such proposal is likely to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) violate the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end fiduciary obligation of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior ProposalBoard under applicable law. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:, "Competing Transaction" shall mean any of the following (other than the transactions contemplated under this Agreement): (i) any merger, consolidation, share exchange, business combination, or other similar transaction involving the Company or any Material Subsidiary; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 50% of the assets of the Company and the Company Subsidiaries, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 50% or more of the outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act in connection therewith; (iv) any sale of any shares of capital stock of any similar transaction involving the Company or any Company Subsidiary; or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

No Solicitations. (a) The During the period beginning on the date of this Agreement and continuing until 12:01 a.m. local Minneapolis, Minnesota time on the twenty-first (21st) calendar day after the date of this Agreement (the “Solicitation Period End Date”), the Company and its subsidiaries, and their respective officers, directors and employees, and any investment banker, financial advisor, attorney or other representative of them (such individuals, the “Representatives”) shall be permitted to, with respect to no more than eight (8) Persons (each such Person, an “Excluded Person”), solicit, engage in discussions or negotiate, or take any other action intended or designed to facilitate (including by way of furnishing information, subject to furnishing the same information to Parent, and subject also to execution of a customary confidentiality agreement, the benefits and terms of which, if more favorable than the confidentiality agreement in place with Parent, shall be extended to Parent) any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as hereinafter defined). Subject to the preceding sentence and Section 5.1.8(b), until the earlier of the Effective Time or the date this Agreement is terminated pursuant to Section 7.1 hereof, the Company shall not, nor shall it authorize or permit any Company subsidiaries to, and the Company shall direct and use its reasonable best efforts to cause the Representatives of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) Company subsidiary not to, directly or indirectly through another Personindirectly, (i) solicit, initiateengage in discussions or negotiate, or knowingly encourage take any other action intended or designed to facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement making of any proposal which constitutes, or offer that constitutes or is may reasonably likely be expected to lead to, any Takeover Proposal (as hereinafter defined) or (ii) enter into any agreement with respect to a Takeover Proposal. On the Solicitation Period End Date, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in Company shall immediately terminate any pending discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person other than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided Subsidiary or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease affiliates or any of their representatives) and cause to be terminated the provisions of Section 5.1.8(b) shall govern all existing aspects of any discussions or and/or negotiations with any Person previously conducted with respect related to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to Proposal after such Persons that has not been previously returned to the Companydate. Any violation of the restrictions set forth in this Section 5.2 5.1.8(a) by any Representative of the Company or its Subsidiaries any Company subsidiary, whether or not such Person is purporting to act on behalf of the Company or any Company subsidiary or otherwise shall be deemed to be a breach of this Section 5.2 5.1.8(a) by the Company. (b) Notwithstanding anything to the contrary contained in Section 5.1.8(a), if at any time until the earlier of the Effective Time or the date this Agreement is terminated pursuant to Section 7.1 hereof (i) the Company receives an unsolicited Takeover Proposal from any Person (excluding any Person who is an Excluded Person) that, in the good faith judgment of the Company Board, is a Superior Proposal (as hereinafter defined) or could reasonably be expected in the good faith judgment of the Company Board to result in a Superior Proposal, (ii) the Company receives a Takeover Proposal from an Excluded Person that, in the good faith judgment of the Company Board, on its face is a Superior Proposal, or (iii) the Company Board determines in good faith that the failure to take some action could cause the Company Board not to satisfy the fiduciary duties of the Company Board as such duties would exist under applicable Law in the absence of this Section 5.1.8, then the Company may (A) furnish information to such Person and (B) negotiate or otherwise engage in substantive discussions with such Person; provided, that prior to furnishing any information to such Person with respect to the Company or its subsidiaries such Person shall sign a customary confidentiality agreement, the benefits of the terms of which, if more favorable than the confidentiality agreement in place with Parent, shall be extended to Parent; provided, further, that any information furnished to such Person will be furnished to Parent as well. The Company must promptly (and in any event within 48 hours) notify Parent in writing if the Company, its subsidiaries or Representatives furnish information to any Person pursuant to this Section 5.1.8(b) (such notice to include the identity of such Persons) or intends to negotiate or otherwise engage in discussions permitted by this Section 5.1.8(b). (c) Except as expressly permitted by this Section 5.2(b5.1.8(c), neither the Company Board Board, nor any committee thereof shall not (i)(Ai) withdrawwithdraw or modify, modify or qualifypropose publicly to withdraw or modify, in a manner adverse to ParentParent or Subsidiary, the approval or recommendation by the Company Recommendation Board or any such committee of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger, to be considered at the Special Shareholders Meeting, (Bii) adoptapprove or recommend, recommend or propose publicly to adopt approve or recommend, to the Company Stockholders a any Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change)Proposal, or (iiiii) authorize the Company or any of its Subsidiaries to enter into approve any letter of intent, memorandum of understanding, agreement in principle or mergerprinciple, acquisition agreement or other similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a an “Company Acquisition Agreement”)) related to any Takeover Proposal. Notwithstanding the foregoing, at any time prior to in the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal event that the Company Board reasonably in good faith determines (after receiving the advice of its outside counsel and a consultation with an independent financial advisor of nationally recognized reputationand legal counsel) that a Takeover Proposal constitutes a Superior Proposal, then the Company Board may (subject to this and that was unsolicited after the date following sentences) withdraw or modify its approval or recommendation of the adoption and approval of this Agreement and did not otherwise result from a material breach of this Section 5.2the transactions contemplated hereby, including the Merger, to be considered at the Special Shareholders Meeting. In such an event, the Company Board may (subject to this sentence) approve or its Subsidiaries may recommend such Superior Proposal or terminate this Agreement (and concurrently with such termination, if it so chooses, cause the Company to enter into a Company any Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence andProposal), immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(iibut only after providing Parent at least three (3) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days business days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal advising it that the Company Board has determined constitutes received a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and specifying the material terms and conditions of any such Takeover Superior Proposal (including any changes to material terms of such Takeover Proposal) and the identity of identifying the Person making any such Takeover Superior Proposal. The Notwithstanding anything to the contrary set forth herein, (i) actions by the Company Board permitted under Section 5.1.8 shall keep Parent fully informed not be deemed to be a withdrawal or modification of the status Company Board’s approval or recommendation of the adoption and material terms approval of this Agreement and the transactions contemplated hereby, including the Merger, and (including any change ii) a “stop-look-and-listen” communication of the nature contemplated in Rules 14d-9(f) under the Exchange Act with respect to the material terms of such Takeover Proposal) of any an unsolicited tender offer or exchange offer that constitutes a Takeover Proposal, without more, shall not be deemed to be any such withdrawal or modification if, within the period contemplated by Rule 14e-2 under the Exchange Act, the Board of Directors of the Company shall publicly confirm such approval and shall provide Parent with copies of all Takeover Proposals (recommendation and amendments or material modifications recommend against the acceptance of such Takeover Proposals) and related agreements, draft agreements exchanged tender offer or exchange offer by the parties shareholders of the Company. Nothing contained in this Section 5.1.8 shall prohibit the Company from taking and modifications thereofdisclosing to its shareholders a position contemplated by Rule 14e- 2(a) promulgated under this Exchange Act or from making any required disclosure to the Company’s shareholders. (d) For purposes of this Agreement a “Superior Proposal” shall mean a written proposal from a credible third party regarding the acquisition of substantially all the capital stock of the Company, a merger, tender or exchange offer, consolidation or other business combination with the Company or a sale of substantially all the assets of the Company, which proposal (i) is on terms that the Company Board determines in its good faith judgment after consultation with an independent financial adviser of nationally recognized reputation to be more favorable to the Company’s shareholders (in their capacities as shareholders) from a financial point of view than the Merger and the transactions contemplated by this Agreement:, taking into account all the terms and conditions of such proposal and this Agreement (including any proposal by Parent to amend the terms of this Agreement and the Merger); (ii) is reasonably capable of being completed on the terms proposed, taking into account all financial (including taking into account any financing required to consummate the transaction contemplated by the Takeover Proposal), regulatory, legal and other aspects of such proposal, including the likelihood that such transaction will be consummated; and (iii) was not solicited by or on behalf of the Company in violation of Section 5.1.8(a).

No Solicitations. (a) The Company shall notFrom the date hereof until the earlier of the Effective Time or the termination of this Agreement, Saratoga agrees that neither it, nor any of its Subsidiaries, Affiliates or agents shall, nor shall it authorize or permit any of its Subsidiariesofficers, any of its or their respective directors, officers directors or employees or any investment banker, financial advisor, attorney, accountant or other advisor, representative or agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “"Representatives”") retained by it or any of its Subsidiaries, Affiliates or agents to, directly or indirectly through another Person, (i) solicit, initiate, initiate or knowingly encourage the submission of, or facilitate enter into discussions or negotiations with or provide information to any person or group of persons (including by way of furnishing informationother than the respective parties to this Agreement) concerning, any inquiries Takeover Proposal (as defined below) or the making, submission or announcement of enter into any proposal or offer that constitutes or is reasonably likely to lead agreement with a third party relating to a Takeover ProposalProposal or assist, participate in, facilitate or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate encourage any effort or attempt by any other person to make do or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 seek to the contrary, at do any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to foregoing. Without limiting the Company Stockholders under applicable Lawforegoing, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement it is understood that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 the preceding sentence by any director, officer or Affiliate of Saratoga or any of its Subsidiaries or any investment banker, attorney or other advisor or Representative of the Company Saratoga or any of its Subsidiaries or Affiliates, whether or not such Person is purporting to act on behalf of Saratoga or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Section 5.2 5.4(a) by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described Saratoga. As used in this clause (i) being referred Agreement, "Takeover Proposal" shall mean any inquiry, proposal or offer to as acquire in any manner 20% or more of any class of equity securities of, or a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stopmerger, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) consolidation, business combination, sale, recapitalization, liquidation, dissolution or other disposition or similar transaction involving 20% or more of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) assets of, Saratoga or any change Significant Subsidiary of Saratoga, or development relating to any clinical trial of one tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more products or product candidates of the Company or its Subsidiaries any class of equity securities of Saratoga or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any Significant Subsidiary of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal Saratoga (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior pursuant to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination transactions contemplated by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from the Stock Option Agreement). A "Significant Subsidiary" means any Subsidiary of a material breach person that would constitute a Significant Subsidiary of this Section 5.2, such person within the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions meaning of Rule 1-02 of Regulation S-X of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) Securities and paid Exchange Commission (the Termination Fee and Expense Payment pursuant to Section 7.3(a"SEC"); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:

No Solicitations. (a) The Company shall notnot and shall cause its Subsidiaries not to, nor shall it authorize directly or permit indirectly, through any of its Subsidiariesofficer, any of its or their respective directorsdirector, officers or employees or any investment bankeraffiliate, employee, agent, financial advisor, attorney, accountant representative or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) to, directly or indirectly through another Personotherwise, (ia) solicit, initiate, solicit or knowingly encourage or facilitate (including by way of furnishing information) initiate any inquiries or with respect to the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover ProposalAcquisition Proposal (as defined below), or (iib) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposalregarding, or furnish any information concerning the Company and its Subsidiaries to any Person in connection any information with any Takeover Proposalrespect to, or otherwise cooperate with in any way with, or take any other action to knowingly assist or participate in, facilitate or encourage, any effort or attempt by any Person to make an inquiry in respect of or implement a Takeover make any proposal or offer that constitutes, or may be reasonably be expected to lead to, any Acquisition Proposal or (c) enter into any agreement or agreement in principle providing for or relating to an Acquisition Proposal. Notwithstanding anything in this Section 5.2 to the contrary; provided, at any time prior to the Acceptance Timehowever, that the Company may, upon a good faith determination by prior to the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure purchase of the Company Board to comply with its fiduciary duties Shares pursuant to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determinationOffer, in response to an unsolicited bona fide written Takeover Proposal made proposal received on or after the date of this Agreement (and not withdrawn), with respect to an Acquisition Proposal from a third party, which did not result from a breach of this Section 5.2, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party only if, and only to the extent that (i) the Company Board, after consultation with and taking into account the advice of its financial advisors and outside legal counsel, determines in good faith that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is would reasonably be likely to result in a Superior Proposalbreach its fiduciary duties to stockholders under applicable law without taking such action (ii) prior to taking such action, the Company receives from such Person an executed confidentiality agreement having terms no more favorable than the Confidentiality Agreement, (Aiii) furnish information with respect the Company promptly provides to the Company and its Subsidiaries Purchaser any non-public information that is provided to the Person making such Takeover Acquisition Proposal or its representatives which was not previously provided to the Purchaser or Merger Sub, (iv) the Company Board, after consultation with and taking into account the advice of its Representativesfinancial advisors and legal counsel, determines in good faith that such proposal would, if accepted, be reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and (v) pursuant to the proposal would, if consummated, result in a confidentiality agreement containing terms and conditions no transaction that is more favorable to and no less restrictive Company Stockholders, from a financial point of view, than the transactions contemplated by this Agreement (such Person than those contained in more favorable Acquisition Proposal hereinafter referred to as a “Superior Proposal”; provided, that for purposes of the Confidentiality Agreement are to Parentdefinition of Superior Proposal, the term Acquisition Proposal shall have the meaning assigned below, except that such confidentiality agreement between the references to “15% or more” shall be deemed to be references to “50% or more”). (b) The Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives toofficers, directors, affiliates, employees, agents, financial advisors and representatives to immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person previously conducted heretofore with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return possibility or consideration of any Acquisition Proposal. (c) The Company shall and shall cause its Subsidiaries to notify Purchaser and Merger Sub promptly (but in no event later than one business day) if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the Company or any of its Subsidiaries, in each case in connection with any Acquisition Proposal. Each notice shall contain the name of any Person making any such proposal, requesting such information or seeking such negotiations or discussions and a summary of the material terms and conditions of any proposals or offers and thereafter the Company shall keep Purchaser and Merger Sub informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. (d) The Company shall and shall cause its Subsidiaries to promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries to promptly return or destroy all written confidential information previously heretofore furnished to such Persons Person (whether then in the possession of such Person or its advisors or representatives) by or on behalf of the Company or any of its Subsidiaries. The Company agrees not to release any third party from or waive any provisions of confidentiality in any confidentiality agreement to which the Company is a party or by which it is bound. (e) The Company shall not take any action to (i) exempt any Person (other than Merger Sub, Purchaser and their respective Affiliates) from the restrictions on “business combinations” contained in Section 203 of the DGCL (or any similar provision of any other Law) or otherwise cause such restrictions not to apply, (ii) exempt any Person (other than Merger Sub, Purchaser and their respective Affiliates) from the provisions on “control share acquisitions” contained in any Takeover Statute or otherwise cause such restrictions not to apply, or (iii) amend or waive the Rights Agreement or redeem the Rights, or agree to do any of the foregoing, in each case unless such actions are taken substantially concurrently with a termination of this Agreement pursuant to Section 7.3(b). (f) Without limiting the foregoing, it is understood that has not been previously returned to the Company. Any any willful violation of the restrictions set forth in this Section 5.2 by any Representative officer, director, affiliate, employee, agent, financial advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company5.2. (bg) Except as expressly permitted For purposes of this Agreement, “Acquisition Proposal” means any inquiry, proposal, offer or indication of interest from any Person (other than by this Section 5.2(b), the Company Board shall not (i)(Aor on behalf of Merger Sub or Purchaser) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial direct or indirect acquisition or purchase (including any single or multiple-step transaction) of one a business or more products or product candidates assets of the Company or its Subsidiaries that constitutes a substantial portion of the net revenues, net income or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 under Regulation S-X of the Securities Act) (a “Significant Subsidiary”), or 15% or more beneficial ownership (as determined pursuant to Rule 13d-3 under the Exchange Act) of any class of equity securities of the Company or any of its Significant Subsidiaries, any tender offer or exchange offer that if consummated would result in any Person beneficially owning (as determined pursuant to Rule 13d-3 under the Exchange Act) 15% or more of any class of equity securities of the Company or any of its Significant Subsidiaries to enter into or any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or similar agreement with respect totransaction involving the Company or any of its Significant Subsidiaries, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (in each case other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at transactions contemplated by this Agreement and any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination transaction by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this permitted by Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal5.1 hereof. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:

No Solicitations. (a) The Company will immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as defined below). Except as explicitly permitted hereunder, the Company shall not, nor and shall it not authorize or permit any of its Subsidiariesofficers, any of its or their respective directors, officers directors or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) torepresentative, directly or indirectly through another Personindirectly, to, (i) solicit, initiate, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) ), or take any other action to facilitate, any inquiries or the making, submission or announcement making of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover an Acquisition Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover an Acquisition Proposal; provided, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposalhowever, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by that if the Company Board (determines in good faith, after receiving the advice of its outside consultation with counsel) , that failure to take such action would be reasonably likely to result in a failure of the Company Board is necessary to comply with its fiduciary duties to the Company Stockholders Company's stockholders under applicable Lawlaw, and after giving Parent prompt written notice of such determinationthe Company, in response to an unsolicited bona fide written Takeover Acquisition Proposal made after the date of this Agreement that the Company Board determines and in good faith compliance with Section 7.4(e), may (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (Ai) furnish non-public information with respect to the Company and its Subsidiaries to the Person making person who made such Takeover Acquisition Proposal (and its Representatives) pursuant to a confidentiality agreement containing on terms and conditions no more favorable to and no less restrictive of such Person person than the Confidentiality Agreement (as defined in Section 7.6); provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement Agreement, it being understood that if there are to Parent, except that no standstill provisions in such confidentiality agreement between the Company and or if such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (are more favorable to the extent that person who made such written information that has not been previously provided Acquisition Proposal than those in the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or made available to Parent) is promptlyinclude such more favorable provisions, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parentas the case may be, and (Bii) may participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Acquisition Proposal. Upon execution . (b) The Company Board shall not (i) withdraw or modify in a manner adverse to Parent or Acquisition Sub its approval or recommendation of this Agreement, the Company shallOffer or the Merger, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize approve or recommend an Acquisition Proposal to its stockholders or (iii) cause the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, definitive acquisition or similar agreement with respect toto an Acquisition Proposal, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by unless the Company Board (A) shall have determined in good faith, after receiving consultation with counsel, that the advice of its outside counselAcquisition Proposal is a Superior Proposal (as defined below) that failure to take and such action would be reasonably likely to result in a failure of the Company Board is necessary to comply with its fiduciary duties to the Company Stockholders Company's stockholders under applicable Law, law and (yB) if in the case of clause (iii) above, complies with Section 9.1(c)(ii) hereof. In the event that before the Acceptance Date the Company Board receives determines in good faith, after consultation with counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Company may enter into an agreement with respect to a Takeover Proposal Superior Proposal, but only forty-eight hours after Parent's receipt of written notice (i) advising Parent that the Company Board reasonably has received a Superior Proposal and that the Company has elected to terminate this Agreement pursuant to Section 9.1(c)(ii) of this Agreement and (ii) setting forth such other information required to be included therein as provided in Section 9.1(c)(ii) of this Agreement. If the Company enters into an agreement with respect to a Superior Proposal, it shall have paid, to Parent the Liquidated Amount (as defined below) in accordance with Section 9.2(b) of this Agreement. For purposes of this Agreement, a "SUPERIOR PROPOSAL" means a bona fide Acquisition Proposal to acquire two thirds or more of the Shares then outstanding or all or substantially all of the assets of the Company and the Company Subsidiaries on terms which the Company Board determines in its good faith judgement (after receiving the advice of its outside counsel and a consultation with Xxxxxxx Xxxxx or another financial advisor of nationally recognized reputation) constitutes a Superior Proposal, to be more favorable to the Company's stockholders than the Offer and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of Merger. (c) Nothing contained in this Section 5.27.4 shall prohibit the Company from at any time disclosing information to its stockholders as required by Rule 14e-2 promulgated under the Exchange Act. (d) As used in this Agreement, the term "ACQUISITION PROPOSAL" shall mean any proposed or actual (i) acquisition, merger, consolidation or similar transaction involving the Company, (ii) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets of the Company or its the Company Subsidiaries may enter into a representing 15% or more of the consolidated assets of the Company Acquisition Agreement and the Company Subsidiaries, (iii) issue, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 15% or more of the votes associated with the outstanding securities of the Company, (iv) transaction in which any person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 15% or more of the outstanding Shares, (v) recapitalization, restructuring, liquidation, dissolution, or other similar type of transaction with respect to such Superior Proposal if the Company shall have complied with the provisions or (vi) transaction which is similar in form, substance or purpose to any of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a)foregoing transactions; provided, however, that the Company term "Acquisition Proposal" shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) include the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by ParentOffer, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal Merger and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofTransactions. (d) For purposes of this Agreement:

No Solicitations. (a) The Company shall not, Neither MedPartners nor shall it authorize or permit any of its Subsidiariessubsidiaries or affiliates shall (and MedPartners shall cause its officers, directors, employees, representatives and agents, including, but not limited to, investment bankers, attorneys and accountants, not to), directly or indirectly, encourage (including by releasing any party from any confidentiality or standstill agreement), solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than PhyCor, any of its affiliates or their respective directorsrepresentatives) concerning any Alternative Proposal (as defined below). Notwithstanding the foregoing, officers MedPartners may furnish information concerning its business, properties or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead assets to a Takeover Proposalperson or group pursuant to appropriate and customary confidentiality agreements, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or and may participate in any discussions and negotiations with such person or negotiations regarding any Takeover Proposal, group concerning an Alternative Proposal (x) if such person or furnish any information concerning group has on an unsolicited basis submitted a bona fide written A-25 26 proposal to the Company and its Subsidiaries Board of Directors of MedPartners relating to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement such transaction which the Board determines represents a Takeover Proposal. Notwithstanding anything in this Section 5.2 superior transaction to the contrarytransactions contemplated hereby and (y) if the Board of Directors of MedPartners determines, at any time prior in good faith, after receipt of advice from independent legal counsel to the Acceptance TimeMedPartners, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure is required for the Board of the Company Board Directors to comply with its fiduciary duties to the Company Stockholders its stockholders under applicable Lawlaw. MedPartners will immediately communicate to PhyCor (and will keep PhyCor informed on an ongoing basis of) the terms of any proposal, discussion, negotiation or inquiry (and after giving Parent prompt will disclose any written notice materials received by MedPartners in connection with such proposal, discussion negotiation, or inquiry) and the identity of the party making such determinationproposal or inquiry which it may receive in respect of any such transaction. As used herein, in response to an unsolicited "Alternative Proposal" shall mean any bona fide written Takeover Proposal made after proposal involving a merger, tender offer, exchange offer or sale of a majority of the date assets (on a consolidated basis) or outstanding capital stock of, or substantially all of this Agreement that the Company Board determines in good faith (after receiving advice assets or outstanding capital stock of its outside counsel and a financial advisor any line of nationally recognized reputation) constitutes business or is reasonably likely to result in a Superior Proposalbusiness unit constituting 25% or more of MedPartners' or PhyCor's revenue for 1996 or the nine months ended September 30, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent1997, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided similar transactions involving or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives relating to, immediately cease and cause to be terminated all existing discussions MedPartners or negotiations with any Person previously conducted with respect to any Takeover ProposalPhyCor, and will request, to as the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board case may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a)be; provided, however, that the Company Alternative Proposal shall not be entitled include any proposal that has, prior to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end termination of the fifth (5th) Business Day following the date Plan of receipt of the Alternative Transaction Notice (orMerger, in the event that the Takeover Proposal been withdrawn, rejected or has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to expired by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposalits terms. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:

No Solicitations. (a) The Neither the Company shall notnor any of the Operating Subsidiaries shall, nor shall it authorize directly or permit indirectly, through any officer, director, employee, representative or agent solicit or encourage (including by way of furnishing any information or assistance) the initiation or submission of any inquiries, proposals or offers from any person regarding the sale of any of the Assets to be sold to Acquiror hereby (other than as permitted by Section 4.1(a)), whether or not in writing and whether or not delivered to the Company or any of its SubsidiariesSubsidiaries generally (an "ACQUISITION PROPOSAL"); provided, however, that nothing contained in this Agreement shall prevent the Board of Directors of the Company or any of its or the Operating Subsidiaries from referring any third party to this Section 4.3. The Company and the Operating Subsidiaries further agree that neither the Company, the Operating Subsidiaries nor any of their respective directors, officers or employees or directors shall, and that they shall each direct and use their best efforts to cause their employees, agents and representatives (including any investment banker, financial advisor, attorney, attorney or accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”Operating Subsidiaries) not to, directly or indirectly through another Personindirectly, (i) solicit, initiateenter into negotiations concerning, or knowingly encourage provide any confidential information or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposaldata to, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in have any discussions or negotiations regarding with, any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries person relating to any Person in connection with any Takeover an Acquisition Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover an Acquisition Proposal. Notwithstanding anything in this Section 5.2 . (b) The Company shall immediately notify the Acquiror after receipt (after the date hereof) of any Acquisition Proposal or any request for nonpublic information relating to the contrary, at Company or any time prior of the Operating Subsidiaries in connection with an Acquisition Proposal or for access to the Acceptance Timeproperties, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure books or records of the Company or any of the Operating Subsidiaries that informs the Board to comply with its fiduciary duties to of Directors of the Company Stockholders under applicable Lawthat it is considering making, and after giving Parent prompt written notice of such determinationor has made, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement Acquisition Proposal. The Company also agrees that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to it will promptly request each person that has heretofore executed a confidentiality agreement containing terms and conditions no more favorable in connection with any such person's consideration of acquiring any of the Assets to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that return all such confidential information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery heretofore furnished to such Person, provided person by or made available to Parent, and on behalf of it. (Bc) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, agrees that it will immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any Person previously parties conducted heretofore with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth foregoing. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to above of the obligations undertaken in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company4.3. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:

No Solicitations. (a) The Company shall notFrom the date hereof until the Closing or until this Agreement is terminated or abandoned as provided in this Agreement, neither Seller nor shall it authorize or permit any of its Subsidiariesofficers, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative agents retained by the Company or any Subsidiary in connection with the Transactions (collectivelyacting on behalf of Seller, “Representatives”) to, shall directly or indirectly through another Person, (i) solicit, initiate, solicit or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, initiate discussion with or (ii) other than informing Persons of the provisions contained in this Section 5.2except as permitted below, enter into, continue into negotiations or participate in any discussions or negotiations regarding any Takeover Proposalagreements with, or furnish any information that is not publicly available to, any corporation, partnership, person or other entity or group (other than Purchaser or its authorized representatives pursuant to this Agreement) concerning any proposal for a merger, sale of any of the Company Stores, sale of shares of stock or securities or other takeover or business combination transaction (an "Acquisition Proposal") involving Seller, and Seller will instruct its officers, directors, advisors and its Subsidiaries financial and legal representatives and consultants not to take any action contrary to the foregoing provisions of this sentence. Seller will notify Purchaser promptly in writing if it becomes aware that any inquiries or proposals are received by, any information is requested from or any negotiations or discussions are sought to be initiated with, Seller with respect to an Acquisition Proposal. (b) Notwithstanding the foregoing, in response to any Person Acquisition Proposal that has not been solicited in connection violation of Section 5.3(a), Seller may furnish information concerning its business, properties or assets to the person (a "Potential Acquiror") making such unsolicited Acquisition Proposal and participate in negotiations with any Takeover the Potential Acquiror if (i) Seller's Board of Directors concludes in good faith that such person is reasonably capable of consummating such Acquisition Proposal, or otherwise cooperate taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the person making the Acquisition Proposal, and that such Acquisition Proposal could reasonably be expected to result in a Superior Offer (as defined below), and (ii) the Board of Directors concludes in good faith, after consultation with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside legal counsel) , that the failure to take such action would reasonably be reasonably likely to result in a failure of the Company Board to comply be inconsistent with its fiduciary duties obligations to the Company Stockholders stockholders of Seller under applicable Law, and after giving Parent prompt written notice laws of the State of Georgia. Seller will keep Purchaser fully informed of amendments or proposed amendments to any such determinationAcquisition Proposal. (c) The Board of Directors of Seller (i) shall not withdraw or modify or propose to withdraw or modify, in response any manner adverse to an unsolicited bona fide written Takeover Proposal made after Purchaser, the date approval or recommendation of the Board of Directors of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company approve or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect torecommend, or that is intended propose to approve or could reasonably be expected to lead torecommend, any Takeover Proposal (other than a confidentiality agreement referred to Acquisition Proposal, unless, in Section 5.2(a)) (eacheach case, a “Company Acquisition Agreement”). Notwithstanding the foregoingSeller's Board of Directors determines in good faith, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the based on advice of its outside legal counsel) , that such Acquisition Proposal is a Superior Offer and the failure to take such action would reasonably be reasonably likely to result in a failure of the Company Board to comply be inconsistent with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions laws of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case State of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofGeorgia. (d) For purposes The term "Superior Offer" means an Acquisition Proposal that the Board of Directors determines in good faith (i) is more favorable to Seller's stockholders from a financial point of view than the terms of this Agreement:, (ii) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into accounting, legal, financial, regulatory and other aspects of the Acquisition Proposal and the person making the Acquisition Proposal, and (iii) after consultation with its financial advisor and legal counsel and such other matters as the Board of Directors deems relevant, and after considering applicable provisions of state law, that failure to approve such Acquisition Proposal could reasonably be expected to result in a breach of its fiduciary duties under applicable law.

No Solicitations. (a) The Company shall not, nor shall it authorize or permit any of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company On and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, until the Company Effective Time or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates until this Agreement pursuant is terminated as provided herein, Cochrane shall not, and shall not authorize or permit any of its shareholders, directors, officers, employees, attorneys, accountants, investment bankers, representatives or agents to, directly or indirectly initiate, solicit or encourage inquiries, discussions or negotiations with, or provide any information to, any person, group, corporation or other entity concerning any merger, consolidation, combination, affiliation, share exchange, tender offer, sale of substantial assets or securities or any other similar transaction relating to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(aCochrane (collectively, "Acquisition Transactions"); provided, however, that the Company shall not be entitled Cochrane may provide, and may authorize any of its directors, officers, attorneys or investment bankers to exercise its right to make a Company Adverse Recommendation Changeprovide, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement information relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is Cochrane and/or access to Cochrane's facilities to any third party in response to a Superior Proposal and that the Company Board intends to enter into an agreement providing request for such Superior Proposal, (2) during information and/or access by such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal third party which has not been withdrawn and continues initiated, solicited or encouraged by Cochrane or any of its shareholders, directors, officers, employees, attorneys, accountants, investment bankers, representatives or agents if the Board of Directors, acting upon the advice of legal counsel, determines that failing to constitute a Superior Proposal (taking into account all changes provide such information and/or access may be contrary to the terms Board of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition Director's fiduciary duties to the obligations shareholders of the Company set forth in Sections 5.2(a) and 5.2(b), the Company Cochrane. Cochrane shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent notify CRI in writing of its receipt (i) the existence and terms of any Takeover Proposal proposal or offer which it may receive with respect an Acquisition Transaction and (ii) any request by or indication of interest on the material terms and conditions part of any such Takeover Proposal (including third party with respect to the initiation of any changes Acquisition Transaction or any discussions with respect thereto. In addition, prior to material terms the time that Cochrane provides to any third party, pursuant to this Section, any information relating to Cochrane or access to any of Cochrane's facilities, books or records or engages in any discussions with any third party concerning an Acquisition Transaction, Cochrane shall notify CRI in writing of the name of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofparty. (d) For purposes of this Agreement:

No Solicitations. (a) The Company Subject to the provisions of Section 7.10(b) below, NSC shall not, nor and shall it authorize or permit not suffer any of its Subsidiaries, the NSC Subsidiaries or the NSC Other Entities or any of its or their respective directors, officers officers, employees, agents or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) representatives to, directly or indirectly through another Person, (i) solicit, initiate, solicit or knowingly encourage or facilitate initiate (including by way of furnishing or publishing nonpublic information) any inquiries or the making, submission or announcement making of any proposal with respect to any merger, consolidation or offer that constitutes other business combination involving NSC or is the acquisition of all or any significant part, including by way of merger, acquisition or other business combination, of the assets or capital stock or other equity interests of NSC or of any NSC Subsidiaries or NSC Other Entities which, individually or in the aggregate constitute a significant part of the consolidated assets of NSC or any similar transaction (an "Acquisition Transaction"), (ii) negotiate, explore or otherwise engage in discussions with any persons (other than HEALTHSOUTH and its representatives) with respect to any Acquisition Transaction or which may reasonably likely be expected to lead to a Takeover Proposal, proposal for an Acquisition Transaction or (iiiii) other than informing Persons of the provisions contained in this Section 5.2enter into any agreement, enter into, continue arrangement or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information understanding with respect to any such Acquisition Transaction or which would require NSC to abandon, terminate or fail to consummate the Company Merger or any other transaction contemplated by this Plan of Merger. Except as may be required by the fiduciary duties of NSC's Board of Directors under applicable law, NSC agrees that, as of the date hereof, NSC and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its NSC Subsidiaries and its the NSC Other Entities and their respective Representatives todirectors, officers, employees, agents and representatives shall immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any Person previously conducted heretofore with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the CompanyAcquisition Transaction. (b) Except as expressly permitted by this Notwithstanding the provisions of Section 5.2(b7.10(a) above, NSC may (i), the Company Board shall not (i)(A) withdrawdirectly or indirectly, modify or qualifyfurnish information and access, in a manner adverse response to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommendan unsolicited written proposal for an Acquisition Transaction, to the Company Stockholders same extent permitted by Section 6.1, to any corporation, partnership, person or other entity or group (in each case, a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop"person"), look and listen” communication by the Company Board to the Company Stockholders pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiate with such corporation, partnership, person or other entity or group concerning any proposal for an Acquisition Transaction, if the Board of Directors of NSC determines in its good faith judgment in the exercise of its fiduciary duties, after consultation with legal counsel and its financial advisors, that such action is appropriate in furtherance of the best interest of its stockholders and (ii) comply with Rule 14d-9(f) of 14e-2 promulgated under the Exchange Act with regard to an Acquisition Transaction. NSC shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates promptly advise HEALTHSOUTH of the Company existence of any inquiries or its Subsidiaries proposals received by, any requests for such information from, or any determination negotiations or communication by the FDA discussions initiated or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change)continued with, or (ii) authorize the Company NSC or any of its the NSC Subsidiaries to enter into or the NSC Other Entities or any letter of intenttheir respective directors, memorandum of understandingofficers, agreement employees, agents or representatives, in principle each case from or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal by a person (other than a confidentiality agreement referred to in Section 5.2(a)HEALTHSOUTH and its representatives) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company an Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change person and, except as may otherwise be required pursuant to the material fiduciary duties of NSC's Board of Directors under applicable law, the terms, the proposed form of consideration and the general terms of any financing arrangement or commitment in connection with such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofAcquisition Transaction. (d) For purposes of this Agreement:

No Solicitations. (a) The Company FCB shall not, nor and shall it authorize or permit any of its Subsidiariescause the FCB Subsidiaries and the respective officers, any of its or their respective directors, officers or employees or any employees, investment bankerbankers, financial advisoradvisors, attorneyattorneys, accountant or accountants, consultants, affiliates and other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions agents (collectively, the “FCB Representatives”) not to, directly or indirectly through another Personindirectly, (i) initiate, solicit, initiate, induce or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the makingencourage, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate the making of, any effort inquiry, offer or attempt proposal which constitutes, or could reasonably be expected to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrarylead to, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Acquisition Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (Bii) participate in discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Xxxxxxxx Bancorp) any information or data with respect to FCB or any of the FCB Subsidiaries or otherwise relating to an Acquisition Proposal; (iii) release any Person making such Takeover from, waive any provision of, or fail to enforce any confidentiality agreement or standstill agreement to which FCB is a party; or (iv) enter into any agreement, agreement in principle or letter of intent with respect to any Acquisition Proposal (and its Representatives) regarding such Takeover or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. Upon execution Any violation of the foregoing restrictions by FCB or any Representative, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of FCB or otherwise, shall be deemed to be a breach of this Agreement, the Company Agreement by FCB. FCB and FCB Subsidiaries shall, and shall cause its Subsidiaries and its and their respective each of FCB Representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations discussions, negotiations, and communications with any Person previously conducted Persons with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company existing or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company potential Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:

No Solicitations. (a) The Neither the Company shall notnor any of the Operating Subsidiaries shall, nor shall it authorize directly or permit indirectly, through any officer, director, employee, representative or agent solicit or encourage (including by way of furnishing any information or assistance) the initiation or submission of any inquiries, proposals or offers from any person regarding the sale of any of the Assets to be sold to Acquiror hereby (other than as permitted by Section 4.1(a)), whether or not in writing and whether or not delivered to the Company or any of its SubsidiariesSubsidiaries generally (an "Acquisition Proposal"); provided, however, that nothing contained in this Agreement shall prevent the Board of Directors of the Company or any of its or the Operating Subsidiaries from referring any third party to this Section 4.3. The Company and the Operating Subsidiaries further agree that neither the Company, the Operating Subsidiaries nor any of their respective directors, officers or employees or directors shall, and that they shall each direct and use their best efforts to cause their employees, agents and representatives (including any investment banker, financial advisor, attorney, attorney or accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”Operating Subsidiaries) not to, directly or indirectly through another Personindirectly, (i) solicit, initiateenter into negotiations concerning, or knowingly encourage provide any confidential information or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposaldata to, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in have any discussions or negotiations regarding with, any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries person relating to any Person in connection with any Takeover an Acquisition Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover an Acquisition Proposal. Notwithstanding anything in this Section 5.2 . (b) The Company shall immediately notify the Acquiror after receipt (after the date hereof) of any Acquisition Proposal or any request for nonpublic information relating to the contrary, at Company or any time prior of the Operating Subsidiaries in connection with an Acquisition Proposal or for access to the Acceptance Timeproperties, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure books or records of the Company or any of the Operating Subsidiaries that informs the Board to comply with its fiduciary duties to of Directors of the Company Stockholders under applicable Lawthat it is considering making, and after giving Parent prompt written notice of such determinationor has made, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement Acquisition Proposal. The Company also agrees that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to it will promptly request each person that has heretofore executed a confidentiality agreement containing terms and conditions no more favorable in connection with any such person's consideration of acquiring any of the Assets to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that return all such confidential information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery heretofore furnished to such Person, provided person by or made available to Parent, and on behalf of it. (Bc) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, agrees that it will immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any Person previously parties conducted heretofore with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth foregoing. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to above of the obligations undertaken in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company4.3. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:

No Solicitations. (a) The From and after the date hereof until the termination of this Agreement, the Company shall not, nor and shall it cause each of the Company Subsidiaries and its and their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of the Company Subsidiaries) not to, directly or indirectly, invite, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), any inquiries or the making of any proposal that constitutes any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its Subsidiariesrespective officers, directors or employees or any of its or their respective directors, officers or employees the Company Subsidiaries or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by it or any of the Company Subsidiaries to take any such action; provided, however, that nothing contained in this Section 6.04 shall prohibit the Board, or any Subsidiary in connection with of the Transactions (collectivelyCompany's financial advisors or attorneys, “Representatives”) toofficers, directly or indirectly through another Person, directors from (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or complying with Rule 14e-2 promulgated under the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely Exchange Act with regard to lead to a Takeover Proposal, an Acquisition Proposal or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any (A) providing information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to a request therefor by a person who has made an unsolicited bona fide written Takeover Acquisition Proposal made after if prior to providing such information the date Board informs such person in writing of this Agreement that the existence and the material terms of the Company Board determines in good faith (after receiving advice of its outside counsel Stockholders Agreement and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making receives from such Takeover Proposal (and its Representatives) pursuant to a person an executed confidentiality agreement containing on terms and conditions no more favorable substantially equivalent to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain (as defined in Section 7.01); (B) engaging in any provisions that would prevent the Company from complying negotiations or discussions with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover any person who has made an unsolicited bona fide written Acquisition Proposal; provided that all or (C) recommending such information (an Acquisition Proposal to the stockholders of the Company, if and only to the extent that that, (i) in each such written information that has not been previously provided or made available case referred to Parent) is promptlyin clause (A), and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its RepresentativesC) regarding such Takeover Proposal. Upon execution of this Agreementabove, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to Board determines in good faith after consultation with independent legal counsel (who may be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has 's regularly engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:legal

No Solicitations. (a) The Company Until the earlier of the Fourth Effective Time and the date of termination of this Agreement pursuant to the provisions of Section 13.1, none of the Selling Companies or any of their Subsidiaries shall not, take nor shall it the Selling Companies permit any of the Selling Companies’ or their Subsidiaries’ directors, officers, employees, advisors, representatives or agents to take (directly or indirectly) any of the following actions with any Person other than Parent and its designees: (i) solicit, entertain, initiate, facilitate or encourage any proposal or offer from, or participate or engage in or conduct any discussions or negotiations with, any Person relating to any inquiry, contact, offer or proposal, oral, written or otherwise, formal or informal, with respect to any possible Acquisition Proposal for the Selling Companies or any of their Subsidiaries (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (ii) provide any information with respect to the Selling Companies or any of their Subsidiaries (whether such Subsidiary is in existence on the date hereof or is hereafter organized) to any Person other than Parent, relating to (or which the Selling Companies believes would be used for the purpose of formulating) an offer or proposal with respect to, or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Acquisition Proposal for any of the Selling Companies or any of their Subsidiaries (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (iii) approve or agree to or enter into a Contract with any Person other than Parent providing for an Acquisition Proposal for the Selling Companies or any of their Subsidiaries (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (iv) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Acquisition Proposal for the Selling Companies or any of their Subsidiaries (whether such Subsidiary is in existence on the date hereof or is hereafter organized) other than the acquisition proposal from Parent contemplated by this Agreement, or (v) authorize or permit any of its Subsidiaries, any of its or their respective the Selling Companies’ directors, officers officers, employees, advisors, representatives or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely agents to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrarysuch action; provided, however, that, at any time prior to the Acceptance Timeapproval and adoption of this Agreement by the Stockholders, if the Selling Companies receive a bona fide written Acquisition Proposal that was unsolicited and that did not otherwise result from a breach of this Section 9.9, the Company maySelling Companies may furnish non-public information with respect to the Selling Companies and their respective Subsidiaries to the Person who made such Acquisition Proposal and may participate in discussions regarding such Acquisition Proposal if (A) the Selling Companies Boards determine in good faith, upon a good faith determination by the Company Board (after receiving the advice of its from their outside counsel) , that failure to take such action do so would be reasonably likely to result in a failure of the Company Board to comply with its violate their fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of (B) the Selling Companies Boards determine that such determination, in response to an unsolicited bona fide written Takeover Acquisition Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, . (Ab) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person The Selling Companies shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions any such Contacts or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial such transaction or Acquisition Proposal. In addition to the foregoing, if (after this Agreement is executed and delivered by the Selling Companies and prior to the First Effective Time or the earlier termination of one this Agreement in accordance with Section 13.1) the Selling Companies receive any offer or more products proposal (formal or product candidates of the Company informal, oral, written or its Subsidiaries otherwise) relating to, or any determination inquiry or communication by the FDA or contact from any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement Person with respect to, or that is intended to or could reasonably be expected to lead toan Acquisition Proposal, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (eachthe Selling Companies shall immediately notify Parent thereof and provide Parent with the details thereof, a “Company Acquisition Agreement”). Notwithstanding including the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure identity of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable LawPerson or Persons making such offer, proposal, inquiry or contact and (y) if the Company Board receives shall keep Parent fully informed on a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions current basis of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) status and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version details of any written agreement relating to such Takeover Proposal offer or proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes any modifications to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposalthereof. (c) In addition Each of the Selling Companies and Parent acknowledge that this Section 9.9 was a significant inducement for Parent to enter into this Agreement and the absence of such a provision would have resulted in either (i) a material reduction in the consideration to be paid to the obligations of Stockholders in the Company set forth in Sections 5.2(aMergers or (ii) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise failure to induce Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of enter into this Agreement:.

No Solicitations. (a) The Company shall From and after the date hereof, CYBEX and Xxxxxxx will not, nor shall it and will not authorize or permit any of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) Representatives to, directly or indirectly through another Personindirectly, (i) solicit, initiate, initiate or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to facilitate knowingly facilitate any effort inquiries or attempt the making of any proposal which constitutes or may reasonably be expected to make lead to an Acquisition Proposal (as defined herein) from any Person, or implement a Takeover engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal. Notwithstanding anything in this Section 5.2 to the contrary; provided, however, that notwithstanding any other provision hereof, CYBEX may (i) at any time prior to obtaining the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate CYBEX Shareholders' approval engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with CYBEX or its Representatives after the Person making date hereof) seeks to initiate such Takeover Proposal (discussions or negotiations and may furnish such third party information concerning CYBEX and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreementbusiness, the Company shallproperties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the Merger and not subject to any financing conditions (as determined in good faith in each case by CYBEX's Board of Directors after consultation with its financial advisors) and (y) CYBEX's Board of Directors shall cause conclude in good faith, after considering applicable provisions of state law, on the basis of written advice of outside counsel that such action is necessary for the Board of Directors to act in a manner consistent with its Subsidiaries fiduciary duties under applicable law and its and their respective Representatives to, immediately cease and cause (B) prior to be terminated all existing furnishing such information to or entering into discussions or negotiations with any Person previously conducted with respect to any Takeover Proposalsuch Person, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that CYBEX (x) any “stop, look and listen” communication by the Company Board provides prompt notice to Xxxxxxx to the Company Stockholders pursuant effect that it is furnishing information to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change or entering into discussions or negotiations with such Person and (y) any change or development relating receives from such Person an executed confidentiality agreement in reasonably customary form on terms not more favorable to any clinical trial of one or more products or product candidates of such Person than the Company or its Subsidiaries or any determination or communication by terms contained in the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or Confidentiality Agreement; (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties Rule 14e-2 promulgated under the Exchange Act with regard to the Company Stockholders under applicable Lawa tender or exchange offer, and and/or (yiii) if the Company Board receives a Takeover accept an Acquisition Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2third party, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, provided CYBEX terminates this Agreement pursuant to Section 7.1(d)(ii) 9.1(e). Each party shall immediately cease and paid terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by the Termination Fee and Expense Payment pursuant party or its Representatives with respect to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) foregoing. Each party will notify the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version other of any written agreement relating to such Takeover Proposal and advising Parent that discussions or negotiations, requests for information or the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal Acquisition Proposal, including the identity of the Person or group involved and the material terms and conditions of any such Takeover Proposal Acquisition Proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer (including other than by the other party hereto) for a tender or exchange offer, merger, consolidation or other business combination involving the party or any changes to material terms of such Takeover Proposal) and the identity subsidiary of the Person making party or any such Takeover Proposal. The Company shall keep Parent fully informed proposal to acquire in any manner a substantial equity interest in or a substantial portion of the status and assets of the party or any material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofsubsidiary. (d) For purposes of this Agreement:

No Solicitations. (a) The Company shall notFrom May 12, nor shall it authorize 1998 until the Effective Date or, if earlier, the date this Agreement is terminated or permit any of its Subsidiariesabandoned as provided in Section 10.1, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by neither the Company or nor any Subsidiary in connection with the Transactions Agreement Shareholder shall (collectively, “Representatives”nor did they) to, directly or indirectly through another Person, (i) solicit, initiate, solicit or knowingly encourage or facilitate (including by way of furnishing information) initiate any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, discussion with or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue into negotiations or participate in any discussions or negotiations regarding any Takeover Proposalagreements with, or furnish any information to, any corporation, partnership, person or other entity or group (other than Parent, an Affiliate of Parent or their authorized representatives) concerning any proposal for a merger, sale of substantial assets, sale of shares of stock or securities or other takeover or business combination transaction (the "Acquisition Proposal") involving the Company, and the Company and its Subsidiaries the Agreement Shareholders will instruct their officers, directors, advisors and financial and legal representatives and consultants (collectively, the "Representatives") not to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 contrary to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any foregoing provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company and its Representatives shall not be entitled prohibited from taking any action described in clause (ii) above to exercise its right to make a Company Adverse Recommendation Changethe extent such action is taken by, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) upon the authority of, the Board of Directors of the Company has provided in the exercise of the Board's good faith judgment as to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”)its fiduciary duties to the shareholders of the Company, which Alternative Transaction Notice shall specify judgment is based upon the written advice of independent, outside legal counsel that a failure of the Board of Directors of the Company Board is prepared to make take such action would be likely to constitute a breach of its fiduciary duties to such shareholders. The Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) will notify Parent promptly in writing if the Company has provided becomes aware that any inquiries or proposals are received by, any information is requested from or any negotiations or discussions are sought to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parentbe initiated with, the Company has engaged with respect to an Acquisition Proposal. Each time, if any, that the Board of Directors of the Company determines, upon written advice of such legal counsel and in good-the exercise of its good faith judgment as to its fiduciary duties to shareholders, that it must enter into negotiations with or furnish any information that is not publicly available to, any corporation, part nership, person or other entity or group (other than Parent, an Affiliate of Parent to amend this Agreement in such a manner that or their representatives) concerning any Acquisition Proposal, the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of Company will give Parent prompt notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute determination (which shall include a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations copy of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms written advice of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereoflegal counsel). (d) For purposes of this Agreement:

No Solicitations. From May 12, 1998 until the Effective Date or, if earlier, the date this Agreement is terminated or abandoned as provided in Section 10.1, Parent shall not (anor did it) The Company shall not, nor shall it authorize or permit any of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) to, directly or indirectly through another Person, (i) solicit, initiate, solicit or knowingly encourage or facilitate (including by way of furnishing information) initiate any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, discussion with or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue into negotiations or participate in any discussions or negotiations regarding any Takeover Proposalagreements with, or furnish any information concerning that is not publicly available to, any corporation, partnership, person or other entity or group (other than the Company, an Affiliate of the Company or their authorized representatives) concerning any Acquisition Proposal involving Parent, and Parent will instruct its Representatives not to take any action contrary to the foregoing provisions of this sentence; provided, however, that Parent and its Subsidiaries Representatives shall not be prohibited from taking any action described in clause (ii) above to any Person in connection with any Takeover Proposalthe extent such action is taken by, or otherwise cooperate with or take any other action upon the authority of, the Board of Directors of Parent in the exercise of the Board's good faith judgment as to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 its fiduciary duties to the contraryshareholders of the Company, at any time prior to which judgment is based upon the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the written advice of its independent, outside counsel) legal counsel that a failure of the Board of Directors of Parent to take such action would be reasonably likely to result in constitute a failure breach of the Company Board to comply with its fiduciary duties to such shareholders. Parent will notify the Company Stockholders under applicable Lawpromptly in writing if Parent becomes aware that any inquiries or proposals are received by, and after giving any information is requested from or any negotiations or discussions are sought to be initiated with, Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to an Acquisition Proposal. Each time, if any, that the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive Board of Directors of Parent determines, upon written advice of such Person than those contained legal counsel and in the Confidentiality Agreement are exercise of its good faith judgment as to its fiduciary duties to shareholders, that it must enter into negotiations with or furnish any information that is not publicly available to, any corporation, partnership, person or other entity or group (other than Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative an Affiliate of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (btheir Representatives) Except as expressly permitted by this Section 5.2(b)concerning any Acquisition Proposal, Parent will give the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of prompt notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute determination (which shall include a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations copy of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms written advice of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereoflegal counsel). (d) For purposes of this Agreement:

No Solicitations. (a) The Company shall not, nor and shall it cause the Subsidiary not to, and shall not authorize or permit any of and shall use its Subsidiaries, any of commercially reasonable efforts to cause its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by and the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) Subsidiary’s Representatives not to, directly or indirectly through another Personindirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate (including by way the submission of furnishing information) any inquiries Takeover Proposal or the making, submission or announcement making of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.2(b), (i) encourage, solicit, initiate, induce, conduct, engage or participate in, any discussions or negotiations with, disclose any non-public information relating to the Company or any Subsidiary to, afford access to the business, properties, assets, books or records of the Company or the Subsidiary to, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Takeover Proposal, (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Subsidiary or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Xxxxxxx 000 xx xxx XXXX (xxxxx xxxx XX), (xxx) enter into any binding or non-binding agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”), or (iv) grant approval pursuant to any “moratorium”, “control share acquisition”, “business combination”, “fair price”, or other form of anti-takeover law, including Section 203 of the DGCL to any Person (other than MM). Subject to Section 5.2(b), neither the Company Board nor any committee thereof shall (i) fail to make, withdraw, amend, modify or materially qualify, in a manner adverse to MM, the Company Board Recommendation, (ii) recommend a Takeover Proposal, (iii) fail to recommend against acceptance of any tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after the commencement of such offer, (iv) make any public statement inconsistent with the Company Board Recommendation, or (v) resolve or agree to take any of the foregoing actions (any of the foregoing, a “Company Adverse Recommendation Change”). The Company shall, and shall cause the Subsidiary to, cease immediately and cause to be terminated, and shall not authorize, and shall use commercially reasonable efforts not to permit, any of its or their Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its commercially reasonable efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or the Subsidiary that was furnished by or on behalf of the Company and the Subsidiary to return or destroy (and confirm destruction of) all such information. (b) Notwithstanding Section 5.2(a), prior to the receipt of the Company Stockholders’ Approval, the Company Board, directly or indirectly through any Representative, may, subject to Section 5.2(c) and Section 5.2(d), (i) participate in negotiations or discussions with any third party from which the Company received an unsolicited Takeover Proposal that the Company Board believes in good faith could constitute or result in a Superior Proposal, (ii) thereafter furnish to such third party (and any persons acting in concert with such third party and to their respective financing sources and Representatives) non-public information relating to the Company or the Subsidiary pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly (in all events within twenty-four (24) hours) provided for informational purposes only to MM), (iii) following receipt of and on account of a Superior Proposal, make a Company Adverse Recommendation Change, and/or (iv) take any action that any court of competent jurisdiction orders the Company to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (iv), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take any such action could reasonably be expected to cause the Company Board to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the Company Board from disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) -38- promulgated under the Exchange Act with regard to a Takeover Proposal and the filing with the SEC of such disclosure pursuant to Rule 14d-9 and Rule 14e-2(a) shall not constitute a Company Adverse Recommendation Change in and of itself, if the Company determines, after consultation with outside legal counsel, that failure to disclose such position would constitute a violation of applicable Law. (c) The Company Board shall not take any of the actions referred to in clauses (i) through (iv) of Section 5.2(b) unless the Company shall have delivered to MM a prior written notice advising MM that it intends to take such action. The Company shall notify MM promptly (but in no event later than twenty-four (24) hours) after it obtains knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that would reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or the Subsidiary or for access to the business, properties, assets, books or records of the Company or the Subsidiary by any third party. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request. The Company shall keep MM reasonably informed, on a reasonably current basis, of the status and of any material change to the terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof. The Company shall promptly provide MM with a list of any non-public information concerning the Company’s business, present or future performance, financial condition or results of operations, provided to any third party, and, to the extent such information has not been previously provided to MM, copies of such information. (d) Except as set forth in this Section 5.2(d), the Company Board shall not make any Company Adverse Recommendation Change or enter into (or permit the Subsidiary to enter into) a Company Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to receipt of the proviso of this sentence: (x) Company Stockholders’ Approval, the Company Board may make a Company Adverse Recommendation ChangeChange or enter into (or permit the Subsidiary to enter into) a Company Acquisition Agreement, upon a good faith determination by if: (i) the Company Board promptly notifies MM, in writing, at least five (after receiving 5) Business Days (the advice “Notice Period”) before making such Company Adverse Recommendation Change or entering into (or causing the Subsidiary to enter into) such Company Acquisition Agreement, of its outside counsel) that failure intention to take such action would be reasonably likely with respect to result in a failure of Superior Proposal, which notice shall state expressly that the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives has received a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect intends to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is declare a Superior Proposal and that the Company Board intends to make a Company Adverse Recommendation Change and/or the Company intends to enter into an a Company Acquisition Agreement; (ii) the Company attaches to such notice the most current version of the proposed agreement providing for such Superior Proposal (which version shall be updated on a prompt basis) and the identity of the third party making such Superior Proposal, ; (2iii) during such five (5) Business Day period, if requested by Parent, the Company has engaged shall, and shall cause the Subsidiary to, and shall use its commercially reasonable efforts to cause its and the Subsidiary’s Representatives to, during the Notice Period, negotiate with MM in good-good faith negotiations with Parent to amend make such adjustments in the terms and conditions of this Agreement in so that such a manner that the Takeover Proposal that was determined ceases to constitute a Superior Proposal no longer Proposal, if MM, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Notice Period, there is any material revision to the terms of a Superior Proposal and Proposal, including, any revision in price, the Notice Period shall be extended, if applicable, to ensure that at least three (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, Days remains in the event that Notice Period subsequent to the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on time the fifth (5th) Business Day following the date Company notifies MM of receipt of notice of any such material revision or modification(it being understood that there may be multiple extensions)); and (iv) the Company Board determines in good faith, if later)after consulting with outside legal counsel and the Company Financial Advisor, that such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (after taking into account all changes to any adjustments made by MM during the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made Period in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:.

No Solicitations. (a) The Company shall will not, nor shall it authorize or and will not permit any of its Subsidiaries, Subsidiaries or any of its or their respective the directors, officers officers, employees, advisors, representatives or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by agents of the Company or any Subsidiary in connection with the Transactions of its Subsidiaries (collectively, “the "Representatives”") to, directly or indirectly through another Personindirectly, (i) solicitdiscuss, initiatenegotiate, undertake, authorize, recommend, propose or knowingly encourage enter into, either as the proposed surviving, merged, acquiring or facilitate (including by way of furnishing information) acquired corporation, any inquiries transaction involving a merger, consolidation, business combination, purchase or the making, submission or announcement disposition of any proposal amount of the assets of the Company (other than the sale of inventory in the ordinary course of business) or offer that constitutes any of its Subsidiaries or is reasonably likely to lead to a Takeover Proposalany capital stock of the Company or any of its Subsidiaries other than the transactions contemplated by this Agreement (an "Acquisition Transaction"), or (ii) other than informing Persons facilitate, encourage, solicit or initiate discussions, negotiations or submissions of the provisions contained proposals or offers in this Section 5.2respect of an Acquisition Transaction, enter into(iii) furnish or cause to be furnished, continue to any person or participate in any discussions or negotiations regarding any Takeover Proposalentity, or furnish any information concerning the business, operations, properties or assets of the Company and or its Subsidiaries to any Person in connection with any Takeover Proposalan Acquisition Transaction, or (iv) otherwise cooperate with in any way with, or take any other action to knowingly assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to make do or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to seek any of the contraryforegoing, provided, however, that, at any time prior to the Acceptance Timeapproval of this Agreement by the stockholders of the Company, if the Company receives a bona fide written Acquisition Transaction that was unsolicited and that did not otherwise result from a breach of this Section 7.6, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) may furnish non-public information with respect to the Company and its Subsidiaries to the Person making person who made such Takeover Proposal Acquisition Transaction and may participate in discussions regarding such Acquisition Transaction if (and its RepresentativesA) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions Board determines in good faith, after receiving advice from its outside counsel, that failure to do so would prevent the Company from complying with violate its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (fiduciary duties to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to ParentCompany's stockholders under applicable law, and (B) participate in discussions or negotiations with the Person making Company Board determines that such Takeover Acquisition Transaction is a Superior Proposal (and its Representativesas defined in Section 7.6(c)). (b) regarding such Takeover Proposal. Upon execution of this Agreement, the The Company shall, and shall cause its Subsidiaries and its Subsidiaries' and their respective Representatives representatives to, immediately cease and cause to be terminated all any existing discussions or negotiations with any Person previously persons or entities (other than Parent and MergerCo) conducted heretofore with respect to any Takeover Proposal, of the foregoing. The Company agrees not to (and will request, to cause its Subsidiaries not to) release any third party from the extent permitted under the applicable confidentiality agreement, the prompt return provisions of any confidential information previously furnished agreement to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize which the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposalparty. (c) In addition to For the obligations purposes of this Agreement, "Superior Proposal" means any Acquisition Transaction which the Company set forth Board determines in Sections 5.2(a) its good faith judgment (after receiving advice from its financial advisor and 5.2(b), taking into account all the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (proposal and the Merger including any changes conditions to material terms consummation and the likelihood of such Takeover Proposaltransaction being consummated) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to be more favorable to the material terms holders of such Takeover Proposal) Company Stock from a financial point of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by view than the parties and modifications thereofMerger. (d) For purposes of this Agreement:

No Solicitations. (a) The Prior to the Effective Time, the Company shall not, agrees that neither it nor shall it authorize or permit any of its Subsidiaries, any of its Subsidiaries or their respective officers, directors, officers or employees or any investment bankeremployees, agents, counsel, accountants, financial advisoradvisors, attorneyinvestment bankers, accountant or consultants and other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions representatives (collectively, “"Representatives”) to"), directly or indirectly through another Personindirectly, (i) shall initiate, solicit, initiateencourage, accept or take any other action knowingly encourage or facilitate (including by way of furnishing information) to facilitate, any inquiries or the makingmaking of, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding regarding, any Takeover proposal or offer with respect to any direct or indirect (i) acquisition or purchase of fifteen per cent (15%) or more of any Existing Common Stock outstanding, (ii) acquisition or purchase of any equity securities of any Material Subsidiary of the Company, (iii) acquisition or purchase of all or any significant portion of the assets of the Company or any Material Subsidiary or (iv) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Material Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"); provided, however, that in response to an unsolicited Acquisition Proposal (x) the Company or its Representatives may furnish any or cause to be furnished information concerning the Company and its Subsidiaries and their business, properties or assets to any Person in connection with any Takeover Proposala third party, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, (y) the Company may, upon a good faith determination by the Company Board (after receiving the advice of or its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate Representatives may engage in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) a third party regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Acquisition Proposal, and will request(z) the Company may take and disclose to its stockholders a position contemplated by Rule 14e-2 under the Exchange Act or otherwise make public disclosures to its stockholders that are required by law, but in each case referred to in the foregoing clauses (x) and (y), only to the extent permitted under that the applicable confidentiality agreement, the prompt return Board of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative Directors of the Company or its Subsidiaries shall determine in good faith on the basis of written advice from outside counsel (who may be deemed to be a breach of this Section 5.2 by the Company. (b's regularly retained outside counsel) Except as expressly permitted by this Section 5.2(b), that such action is necessary in order for the Company Board shall not (i)(A) withdraw, modify or qualify, of Directors to act in a manner adverse consistent with its fiduciary obligations to Parent, stockholders under applicable law. In the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed event that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company or their Representatives receive from any Person an Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (advise, orally and in any event within twenty-four (24) hours after learning writing, such Person of the relevant informationterms of this Section 43 50 8.01 and (except to the extent that the Board of Directors shall determine in good faith on basis of written advice from such outside counsel that to do otherwise is necessary in order for the Board of Directors to act in a manner consistent with its fiduciary obligations to stockholders under applicable law) shall promptly advise Parent in writing of its receipt such Acquisition Proposal and thereafter keep Parent reasonably and promptly informed of any Takeover all material facts and circumstances relating to said Acquisition Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofCompany's actions relating thereto. (d) For purposes of this Agreement:

No Solicitations. (a) The Company shall not, nor shall it authorize or permit any of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, will immediately cease and cause to be terminated all any existing discussions or negotiations with any Person previously conducted prior to the date hereof with respect to any Takeover Proposalmerger, and will requestconsolidation, to the extent permitted under the applicable confidentiality agreementbusiness combination, the prompt return sale of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation a significant amount of assets outside of the restrictions set forth in this Section 5.2 by any Representative ordinary course of business, sale of shares of capital stock outside of the Company ordinary course of business, tender or its Subsidiaries shall be deemed to be a breach exchange offer, spin-off, recapitalization or similar transaction involving the sale of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into or divisions but excluding those potential transactions set forth in Section 6.10 of the Company Disclosure Schedule (an "Acquisition Transaction"). The Company, its Subsidiaries and their respective directors and officers shall not, and its or its Subsidiaries' affiliates, representatives and agents shall not, directly or indirectly, solicit any letter of intentperson, memorandum of understanding, agreement in principle entity or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, group concerning any Takeover Proposal Acquisition Transaction (other than a confidentiality agreement referred to in Section 5.2(athe transactions contemplated by this Agreement); provided that the Company may (i) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior furnish information or enter into negotiations to the Acceptance Time and subject to extent the proviso Company's Board of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (Directors determines after receiving the advice of its outside counsel) counsel that the failure to take such action do so would be reasonably likely to result in a failure of the Company Board to comply inconsistent with its fiduciary duties under applicable law and prior to furnishing such information to, or entering into discussions or negotiations with such person, entity or group the Company (x) provides immediate written notice to Parent to the Company Stockholders under applicable Laweffect that it is furnishing information to, or entering into discussions or negotiations with, such person, entity or group, and (y) if the Company Board receives either enters into with such person, entity or group a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposalconfidentiality agreement in reasonable, and that was unsolicited after the date of this Agreement and did customary form on terms not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect more favorable to such Superior Proposal if person, entity or group than the Company shall have complied with terms contained in the Confidentiality Agreement or releases Parent from the standstill provisions of the following sentence and, immediately prior Confidentiality Agreement not applicable to entering into such Company Acquisition Agreement, terminates this Agreement pursuant person; and (ii) recommend to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, its stockholders a bona fide transaction or combination of transactions that the Company shall not be entitled to exercise Board of Directors determines after consulting with its right to make legal and other advisors is more favorable, from a Company Adverse Recommendation Changefinancial point of view, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations stockholders of the Company set forth in Sections 5.2(a) and 5.2(b), than the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal Distribution and the material terms and conditions of any such Takeover Proposal Merger (including any changes to material terms of such Takeover a "Higher Proposal) and the identity of the Person making any such Takeover Proposal"). The Company shall keep agrees not to release any third party from its obligations, or grant any consent, under any existing standstill provision relating to any Acquisition Transaction or otherwise under any confidentiality or other agreement without similarly releasing or granting a consent to Parent fully informed of under the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofConfidentiality Agreement. (d) For purposes of this Agreement:

No Solicitations. (a) The Except as otherwise provided herein, unless and until this Agreement shall have been terminated in accordance with its terms, the Company shall not, nor and shall it authorize or permit any cause each of its SubsidiariesAffiliates, any of its or their respective officers, directors, officers or employees or any investment bankeremployees, financial advisoradvisors, attorneyconsultants, accountant or other advisorshareholders, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) Representatives and agents not to, directly or indirectly through another Personindirectly, initiate, solicit or encourage any inquiries or the making or implementation of any Acquisition Proposal. (b) The Company will not, and will direct its directors, officers, employees, advisors, consultants, shareholders, Representatives and agents not to, directly or indirectly, (i) solicitdiscuss, initiatenegotiate, undertake, authorize, recommend, propose or knowingly encourage enter into, either as the proposed surviving, merged, acquiring or facilitate (including by way of furnishing information) acquired corporation, any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Acquisition Proposal, or (ii) other than informing Persons facilitate, encourage, solicit or initiate discussions, negotiations or submissions of the provisions contained proposals or offers in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover respect of an Acquisition Proposal, (iii) furnish or furnish cause to be furnished to any Person or entity, any information concerning the business, operations, properties or assets of the Company and its Subsidiaries to any Person in connection with an Acquisition Proposal (including without limitation any Takeover Proposalnonpublic information regarding the Acquired Companies), or (iv) otherwise cooperate with in any way with, or take any other action to knowingly assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to make do or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at seek any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith foregoing. (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputationc) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the The Company shall, and shall cause direct its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all any existing discussions or negotiations with any Person previously persons or entities (other than Buyer and Merger Sub) conducted heretofore with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Companyforegoing. (bd) Except as expressly permitted Promptly after receipt by this Section 5.2(b), either of the Acquired Companies or their respective Representatives of any Acquisition Proposal or any written or oral request for nonpublic information or inquiry which the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably believes would reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company an Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning receipt of such Acquisition Proposal or, if by its Representatives, after being notified of such Acquisition Proposal, provide Buyer with written notice of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Acquisition Proposal) , request or inquiry, and the identity of the Person or group making any such Takeover Acquisition Proposal, request or inquiry. The After receipt of the Acquisition Proposal, request or inquiry, the Company shall promptly keep Parent fully Buyer informed in all material respects of the status and material terms details (including any change to the material terms of such Takeover Proposalamendments or proposed amendments (including any withdrawal thereof)) of any Takeover such Acquisition Proposal, and request or inquiry. Promptly after the date hereof, the Company shall provide Parent with copies make commercially reasonable efforts to cause to be returned or destroyed all confidential information of all Takeover Proposals (and amendments the Acquired Companies provided to any potential investor or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by purchaser pursuant to the parties and modifications thereofCompany’s sale process. (d) For purposes of this Agreement:

No Solicitations. (a) The Company represents and warrants that it has terminated any discussions or negotiations relating to, or that may reasonably be expected to lead to, any Acquisition Proposal (as defined herein) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements entered into in connection with any such Acquisition Proposal. Except as permitted by this Agreement, the Company shall not, nor and shall it not authorize or permit any of its Subsidiariesofficers, any of its or their respective directors, officers directors or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) it to, directly or indirectly through another Personindirectly, (i) solicit, initiate, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) ), or take any other action to facilitate, any inquiries or the making, submission or announcement making of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover an Acquisition Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue engage or participate in any discussions or negotiations regarding any Takeover Proposalwith, or furnish provide any confidential information concerning the Company and its Subsidiaries or data to, any person relating to any Person in connection with any Takeover an Acquisition Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover an Acquisition Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, ; and the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, will immediately cease and cause to be terminated all any existing activities, negotiations or discussions or negotiations with any Person previously persons conducted heretofore with respect to any Takeover Proposal, of the foregoing and will request, take the necessary steps to inform the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished individuals or entities referred to such Persons that has not been previously returned to the Company. Any violation above of the restrictions set forth obligations undertaken in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the CompanySection. (b) Except as expressly permitted by this Section 5.2(b), the The Company Board shall may not (i)(A) withdrawwithdraw or modify, modify or qualifypropose to withdraw or modify, in a manner adverse to ParentParent or MergerCo, its approval or recommendation of this Agreement or the Merger; provided, however, that notwithstanding anything contained in this Section 7.1 or any other provision of this Agreement, prior to the Company shareholders meeting, the Company Recommendation Board may so withdraw or (B) adoptmodify, recommend or propose publicly to adopt withdraw or recommendmodify, its approval or recommendation of this Agreement or the Merger and the Company may participate in discussions or negotiations with or furnish information to a third party making an unsolicited Acquisition Proposal (a "Potential Acquiror") or approve or recommend an unsolicited Acquisition Proposal, if (i) a majority of the disinterested directors of the Company Board determines in good faith, after consultation with its independent financial advisor, that a Potential Acquiror has submitted to the Company Stockholders a Takeover written Acquisition Proposal (any action described in this clause (i) being referred which sets forth a price to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication be paid by the Company Board Potential Acquiror and which, if consummated, would be more favorable to the Company Stockholders pursuant to Rule 14d-9(f) Company's shareholders, from a financial point of view, than the Exchange Act shall not constitute Merger (a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change"Superior Proposal"), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board has determined in good faith, based on consultation with its outside legal counsel experienced in such matters (which may make include Xxxxxx & Xxxxxxx LLP, the Company's current counsel) that such written Acquisition Proposal appears to be a Company Adverse Recommendation ChangeSuperior Proposal based upon the terms and conditions set forth therein, upon a good faith determination by (iii) the Company Board (after receiving the advice has determined in good faith, based on consultation with its independent financial advisor, that such Potential Acquiror is financially capable of its outside counsel) consummating such Superior Proposal and that failure to take such action would be reasonably Superior Proposal is likely to result in be consummated, and (iv) a failure majority of the disinterested directors of the Company Board to comply with its determines in good faith, after receiving advice from such outside legal counsel that participating in discussions or negotiations or furnishing information or approving or recommending the unsolicited Acquisition Proposal is required by the Company Board's fiduciary duties under applicable law. (c) The Company shall promptly notify (but in any event within one (1) business day Parent of the Company's first receipt of a written Acquisition Proposal and of the material terms and conditions thereof and any material changes thereto. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose to Parent the identity of the Potential Acquiror making any such Acquisition Proposal. (d) Nothing contained in this Section 7.1 shall prohibit the Company from at any time taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or making any disclosure required by Rule 14a-9 promulgated under the Exchange Act. (e) As used in this Agreement, the term "Acquisition Proposal" shall mean any proposed or actual (i) merger, consolidation or similar transaction involving the Company, (ii) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets of the Company representing 15% or more of the assets of the Company, (iii) issue, sale or other disposition by the Company of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 15% or more of the votes associated with the outstanding securities of the Company, (iv) tender offer or exchange offer in which any person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 15% or more of the outstanding shares of Company Common Stock, (v) recapitalization, restructuring, liquidation, dissolution, or other similar type of transaction with respect to the Company Stockholders under applicable Lawor (vi) transaction that is similar in form, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company substance or its Subsidiaries may enter into a Company Acquisition Agreement with respect purpose to such Superior Proposal if the Company shall have complied with the provisions any of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a)foregoing transactions; provided, however, that the Company term "Acquisition Proposal" shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) include the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal Merger and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofother Transactions. (d) For purposes of this Agreement:

No Solicitations. (a) The Company shall notFrom the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time, neither In Focus, Proxima nor any of their Subsidiaries shall, nor shall it they authorize or permit any of its Subsidiariesofficer, any of its or their respective directorsdirector, officers or employees or any employee, investment banker, financial advisor, attorney, accountant or other advisor, agent advisor or representative retained by the Company or acting for or on behalf of In Focus, Proxima or any Subsidiary in connection with the Transactions (collectively, “Representatives”) of their Subsidiaries to, directly or indirectly through another Personindirectly, (i) take any action to knowingly solicit, initiate, continue, facilitate or knowingly encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries offer or the makingproposal for a merger, submission consolidation or announcement other business combination involving In Focus, Proxima or any of their Subsidiaries or any proposal or offer that constitutes to acquire in any manner, directly or is reasonably likely indirectly, shares of any class of voting securities of In Focus, Proxima or any of their Subsidiaries (excluding, in the case of In Focus, proposals for the acquisition of shares constituting less than 20% of In Focus's outstanding voting securities) or a substantial portion of the assets of In Focus, Proxima or any of their Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing being referred to lead to a Takeover as an "Acquisition Proposal"), or (ii) engage in negotiations, discussions or communications regarding or disclose any information relating to In Focus, Proxima or any of their Subsidiaries or afford access to the properties, books or records of In Focus, Proxima or any of their Subsidiaries to any person, corporation, partnership or other than informing Persons entity or group (a "Potential Acquiror") that may be considering making, or has made, an Acquisition Proposal. The board of directors of Proxima (including any committee thereof) shall not withdraw or modify in a manner adverse to In Focus the approval and recommendation of the Exchange Offer or this Agreement. Neither the board of directors of In Focus or Proxima shall approve or recommend any Acquisition Proposal. (b) Notwithstanding the foregoing provisions contained in this of Section 5.2, enter into, continue or 4.2(a): (i) Proxima may participate in any discussions or negotiations regarding any Takeover Proposal, with or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposalthird party which makes a written Acquisition Proposal which either (x) is not subject to a financing contingency and involves the purchase for cash of 100% of the Proxima Ordinary Shares at a price per share, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrarywhich Proxima's board of directors determines, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving based on the advice of its financial advisor, is financially superior to the Exchange Offer or (y) provides for the acquisition of 100% of the Proxima Ordinary Shares, for consideration, not consisting entirely of cash, which Proxima's board of directors determines, based on the advice of its financial advisor, is financially superior to the Exchange Offer (in the case of either (x) or (y), a "Superior Proposal"), and Proxima's board of directors, or any committee thereof may withdraw or modify in a manner adverse to In Focus, the approval or recommendation of the Exchange Offer, and may approve or recommend any such Superior Proposal, if, in the case of either (x) or (y), Proxima's board of directors determines (and is advised by its outside legal counsel) that the failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than constitute a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice breach of its outside counselfiduciary duties. Proxima shall (i) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) notify In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall Focus promptly (and in any event within twentyone business day) after receipt of any Acquisition Proposal or any request for non-four public information relating to Proxima or any of its Subsidiaries or for access to the properties, books or records of Proxima or any of its Subsidiaries by any person that is considering making, or has made, an Acquisition Proposal, (24ii) hours after learning notify Proxima promptly of the relevant informationany material change to any such Acquisition Proposal or request and (iii) advise Parent upon reasonable request by In Focus, provide In Focus all material information about any such Acquisition Proposal, indication or request. Proxima will not, and will cause its affiliates not to, enter into an agreement with respect to a Superior Proposal unless In Focus has been advised in writing of its receipt the identity of any Takeover the parties making the Superior Proposal and the material terms and conditions of any such Takeover Proposal (including any changes thereof at least two business days prior to material terms the entering into of such Takeover Proposalagreement. (ii) and the identity of the Person making In Focus may participate in discussions or negotiations with or furnish information to any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover third party which makes a written Acquisition Proposal, and shall provide Parent with copies In Focus's board of all Takeover Proposals directors, or any committee thereof may withdraw or modify in a manner adverse to Proxima, the approval or recommendation of the Exchange Offer, and may approve or recommend any such Acquisition Proposal, if In Focus's board of directors determines (and amendments is advised by its outside legal counsel) that the failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties. In Focus shall (i) notify Proxima promptly (and in any event within one business day) after receipt of any Acquisition Proposal or any request for non-public information relating to In Focus or any of its Subsidiaries or for access to the properties, books or records of In Focus or any of its Subsidiaries by any person that is considering making, or has made, an Acquisition Proposal, and (ii) notify In Focus promptly of any material modifications of change to any such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofAcquisition Proposal or request. (d) For purposes of this Agreement:

No Solicitations. (a) The Prior to the Effective Time, the Company shall not, agrees that neither it nor shall it authorize or permit any of its Subsidiaries, any of its Subsidiaries or their respective officers, directors, officers or employees or any investment bankeremployees, agents, counsel, accountants, financial advisoradvisors, attorneyinvestment bankers, accountant or consultants and other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions representatives (collectively, “"Representatives”) to"), directly or indirectly through another Personindirectly, (i) shall initiate, solicit, initiateencourage, accept or take any other action knowingly encourage or facilitate (including by way of furnishing information) to facilitate, any inquiries or the makingmaking of, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding regarding, any Takeover proposal or offer with respect to any direct or indirect (i) acquisition or purchase of fifteen per cent (15%) or more of any Existing Common Stock outstanding, (ii) acquisition or purchase of any equity securities of any Material Subsidiary of the Company, (iii) acquisition or purchase of all or any significant portion of the assets of the Company or any Material Subsidiary or (iv) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Material Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"); provided, however, that in response to an unsolicited Acquisition Proposal (x) the Company or its Representatives may furnish any or cause to be furnished information concerning the Company and its Subsidiaries and their business, properties or assets to any Person in connection with any Takeover Proposala third party, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, (y) the Company may, upon a good faith determination by the Company Board (after receiving the advice of or its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate Representatives may engage in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) a third party regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Acquisition Proposal, and will request(z) the Company may take and disclose to its stockholders a position contemplated by Rule 14e-2 under the Exchange Act or otherwise make public disclosures to its stockholders that are required by law, but in each case referred to in the foregoing clauses (x) and (y), only to the extent permitted under that the applicable confidentiality agreement, the prompt return Board of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative Directors of the Company or its Subsidiaries shall determine in good faith on the basis of written advice from outside counsel (who may be deemed to be a breach of this Section 5.2 by the Company. (b's regularly retained outside counsel) Except as expressly permitted by this Section 5.2(b), that such action is necessary in order for the Company Board shall not (i)(A) withdraw, modify or qualify, of Directors to act in a manner adverse consistent with its fiduciary obligations to Parent, stockholders under applicable law. In the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed event that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company or their Representatives receive from any Person an Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (advise, orally and in any event within twenty-four (24) hours after learning writing, such Person of the relevant informationterms of this Section 8.01, and (except to the extent that the Board of Directors shall determine in good faith on basis of written advice from such outside counsel that to do otherwise is necessary in order for the Board of Directors to act in a manner consistent with its fiduciary obligations to stockholders under applicable law) shall promptly advise Parent in writing of its receipt such Acquisition Proposal and thereafter keep Parent reasonably and promptly informed of any Takeover all material facts and circumstances relating to said Acquisition Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofCompany's actions relating thereto. (d) For purposes of this Agreement:

No Solicitations. Prior to the Effective Time, the Company agrees (a) The Company shall not, that neither it nor shall it authorize or permit any of its SubsidiariesSubsidiaries shall, any of and it shall use its or best efforts to cause their respective directorsRepresentatives not to, officers initiate, solicit or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) toencourage, directly or indirectly through another Personindirectly, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission making or announcement implementation of any proposal or offer that constitutes (including, without limitation, any proposal or is reasonably likely offer to lead its stockholders) with respect to a Takeover Proposalmerger, consolidation or other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (iiincluding, without limitation, a tender or exchange offer) other than informing Persons involving the purchase of (i) all or any significant portion of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning assets of the Company and its Subsidiaries taken as a whole, (ii) 20% or more of the outstanding shares of Company Common Stock or (iii) 20% or more of the outstanding shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any Person in connection with negotiations concerning, or provide any Takeover Proposalconfidential information or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it or any such person or group; and (c) that it will, prior to accepting any Alternative Proposal, (i) receive a Takeover Proposal. Notwithstanding anything determination from an independent financial advisor that such Alternative Proposal is more favorable (from a financial point of view) to the Company's stockholders than the Merger, (ii) determine in the exercise of its fiduciary obligations under applicable law as advised by independent counsel that such Alternative Proposal is more favorable to the Company's stockholders than the Merger, and (iii) deliver to Parent a definitive agreement of such Alternative Proposal or a description of the material terms thereof and, except as would violate a fiduciary or contractual obligation, a copy of any information provided by such person or group, including the identity of such person or group, and give Parent at least three (3) days to offer a counterproposal prior to executing such definitive agreement; provided, however, that 42 49 nothing contained in this Section 5.2 to 6.16 shall prohibit the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure Directors of the Company from (1) furnishing information to or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the written opinion of outside counsel (a copy of which shall be provided promptly to Parent), determines in good faith that such action is required or appropriate for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) the Company Stockholders under applicable Law, and after giving Parent prompt written notice Board of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines Directors has reasonably concluded in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes that the person or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person group making such Takeover Alternative Proposal (will have adequate sources of financing to consummate such Alternative Proposal and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no that such Acquisition Proposal is more favorable to the Company's stockholders than the Merger and no less restrictive of (C) prior to furnishing such Person than those contained in the Confidentiality Agreement are to Parentinformation to, except that or entering into discussions or negotiations with, such confidentiality agreement between person or group, the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure provides written notice to Parent pursuant to this Section 5.2 the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group; and shall permit such Person to make a Takeover Proposal; provided that all such information (2) to the extent that such written information that has not been previously provided or made available to Parent) is promptlyapplicable, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations complying with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted Rule 14e-2 promulgated under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating with regard to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:

No Solicitations. (a) The Except as otherwise provided herein, during the Interim Period, the Company shall not, nor shall it authorize directly or permit indirectly, initiate, solicit or encourage any inquiries or the making or implementation of any Acquisition Proposal. (b) During the Interim Period, the Company will not, and will take such action as is necessary to cause its Subsidiaries, any of Subsidiaries and its or and their respective shareholders, officers, directors, officers or employees or any investment bankerpartners, financial advisormanagers, attorneymembers, accountant or other advisoremployees, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectivelyagents, “Representatives”) toadvisors and representatives to not, directly or indirectly through another Personindirectly, (i) solicitdiscuss, initiatenegotiate, undertake, authorize, respond to, recommend, propose or knowingly encourage enter into, either as the proposed surviving, merged, acquiring or facilitate (including acquired corporation, any transaction contemplated by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Acquisition Proposal, or (ii) other than informing Persons facilitate, encourage, solicit or initiate discussions, negotiations or submissions of the provisions contained proposals, letters of intent or offers in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover respect of an Acquisition Proposal, (iii) furnish or furnish cause to be furnished, to any Person or entity, or respond to any requests for any information concerning the business, operations, properties or assets of the Company and its Subsidiaries to any Person in connection with any Takeover an Acquisition Proposal, or (iv) otherwise cooperate with in any way with, or take any other action to knowingly assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to make do or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at seek any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith foregoing. (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputationc) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the The Company shall, and shall cause its Subsidiaries and its and their respective Representatives toshareholders, officers, directors, partners, managers, members, employees, agents, advisors and representatives to (i) immediately cease and cause to be terminated all any existing discussions or negotiations with any Person previously Persons (other than the Buyer Parties) conducted prior to the date hereof with respect to any Takeover Acquisition Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any no event within later than twenty-four (24) hours after learning receipt of the relevant informationany inquiry or contact with any Person with respect to an Acquisition Proposal) advise Parent Buyer orally and in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal inquiry or contact (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status inquiry or contact, the terms and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, conditions discussed or proposed and shall provide Parent with copies of all Takeover Proposals (correspondence and amendments other written material sent or material modifications of provided to such Takeover Proposalsparty in connection with such discussion or proposal) and related agreements, draft agreements exchanged that is made or submitted by any Person during the parties and modifications thereof. (d) For purposes period from the date of this Agreement:Agreement through the Closing.

No Solicitations. (a) The Neither Banner, Holdings nor the Company shall notdirectly or indirectly, nor shall it authorize through any officer, director, employee, representative or permit agent of Banner, Holdings or the Company solicit or encourage the initiation or submission of any inquiries, proposals or offers regarding any acquisition, merger, take-over bid, sale of all or substantially all of the assets of (other than a sale of the Excluded Assets), or sales of shares of capital stock of the Company, whether or not in writing and whether or not delivered to the stockholders of the Company generally (including without limitation by way of a tender offer), or similar transactions involving the Company (any of its Subsidiariesthe foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal"); provided, however, that nothing contained in this Agreement shall prevent the Board of Directors of the Company from referring any third party to this Section 4.3. Banner, Holdings and the Company further agree that none of them nor any of its or the officers and directors of any of them shall, and that they shall direct and use their respective directorsbest efforts to cause their employees, officers or employees or agents and representatives (including any investment banker, financial advisor, attorney, attorney or accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”of them) not to, directly or indirectly through another Personindirectly, (i) solicit, initiateengage in any negotiations concerning, or knowingly encourage provide any confidential information or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposaldata to, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in have any discussions or negotiations regarding with, any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries person relating to any Person in connection with any Takeover an Acquisition Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover an Acquisition Proposal. Notwithstanding anything in this Section 5.2 . (b) The Company shall promptly notify the Acquiror after receipt (after the date hereof) of any Acquisition Proposal or any request for nonpublic information relating to the contrary, at any time prior Company in connection with an Acquisition Proposal or for access to the Acceptance Timeproperties, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure books or records of the Company that informs the Board to comply with its fiduciary duties to of Directors of the Company Stockholders under applicable Lawthat it is considering making, and after giving Parent prompt written notice of such determinationor has made, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement Acquisition Proposal. The Company also agrees that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to it will promptly request each person that has heretofore executed a confidentiality agreement containing terms and conditions no more favorable in connection with any such person's consideration of acquiring it to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that return all such confidential information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery heretofore furnished to such Person, provided person by or made available to Parent, and on behalf of it. (Bc) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, agrees that it will immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any Person previously parties conducted heretofore with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth foregoing. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to above of the obligations undertaken in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company4.3. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:

No Solicitations. (a) The Company No party shall, nor shall notit permit any of its Subsidiaries to, nor shall it authorize or permit any of its Subsidiariesofficer, any of its or their respective directorsdirector, officers or employees or any employee, investment banker, financial advisor, attorney, accountant or other advisor, agent or representative (each, a "Representative") retained by the Company or acting for or on behalf of it or any Subsidiary in connection with the Transactions (collectively, “Representatives”) of its Subsidiaries to, directly or indirectly through another Person, (i) solicitindirectly, initiate, solicit, encourage, or, unless the Board of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure to take such actions would constitute a breach of applicable fiduciary duties, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or knowingly encourage otherwise cooperate with, assist, participate in or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement making of any proposal or offer that constitutes for, or is which may reasonably likely be expected to lead to to, an Acquisition Transaction (as defined below), by any person, corporation, partnership or other entity or group (a Takeover Proposal"Potential Acquiror"); provided, or (ii) other than informing Persons of the provisions however, that nothing contained in this Section 5.2shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, enter intoin the judgment of the Board of Directors based upon the opinion of independent counsel, continue may be required under applicable law; provided, however, that (i) the Company may furnish or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any cause to be furnished information concerning the Company and its Subsidiaries businesses, properties or assets to any Person a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in connection with any Takeover Proposalthe confidentiality letter dated August 8, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to 1995 between Parent and the contraryCompany), at any time prior to the Acceptance Time, (ii) the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate may engage in discussions or negotiations with the Person making such Takeover Proposal a Potential Acquiror, (and its Representativesiii) regarding such Takeover Proposal. Upon execution following receipt of this Agreementa proposal or offer for an Acquisition Transaction, the Company shallmay take and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03, and but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that the Board of Directors of the Company shall cause conclude in good faith on the basis of advice from independent counsel that such action is necessary or appropriate in order for such Board of Directors to act in a manner which is consistent with its Subsidiaries and its and their respective Representatives to, fiduciary obligations under applicable law. The Company will immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any Person previously parties conducted heretofore with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the CompanyAcquisition Transaction. Any violation of the restrictions set forth As used in this Section 5.2 by Agreement, "Acquisition Transaction" means any Representative of the Company merger, consolidation or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize business combination involving the Company or any of its Significant Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to(as defined below) other than LCT, or that is intended any acquisition in any manner of all or a substantial portion of the equity of, or all or a substantial portion of the assets of, the Company and its Subsidiaries taken as a whole (without regard to LCT), whether for cash, securities or could reasonably be expected to lead to, any Takeover Proposal (other consideration or combination thereof other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior pursuant to the Acceptance Time transactions contemplated by this Agreement; and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure "Significant Subsidiary" means any Subsidiary of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to would constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations Significant Subsidiary of the Company set forth in Sections 5.2(a) and 5.2(b), within the Company shall promptly (and in any event within twentymeaning of Rule 1-four (24) hours after learning 02 of Regulation S-X of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover ProposalSEC. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:32 ARTICLE VI

No Solicitations. (a) The Company shall notOther than the transactions contemplated by this Agreement, nor shall it authorize or permit any of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to Stockholders agree that during the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after period from the date of this Agreement that through the earlier to occur of (i) the Closing Date and (ii) the date on which this Agreement is terminated in accordance with the provisions of Section 10.1, the Company Board determines in good faith (after receiving advice and the Stockholders will not, and will not permit any of its outside counsel and a financial advisor the Company’s Subsidiaries or any of nationally recognized reputation) constitutes the directors, officers, employees, advisors, representatives or is reasonably likely to result in a Superior Proposalagents of the Company, the Stockholders or any of the Company’s Subsidiaries to, directly or indirectly, (A) furnish information with respect to discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets of the Company and or its Subsidiaries to (other than the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive sale of such Person than those contained inventory in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between ordinary course of business) or the Stockholders or any sale of any capital stock or any other securities or equity or ownership interests in the Company and such Person shall not contain or any provisions that would prevent of its Subsidiaries or any other similar transaction involving the Company from complying with or any of its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information Subsidiaries (to the extent that such written information that has not been previously provided or made available to Parent) is promptlyan “Acquisition Transaction”), and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in discussions respect of an Acquisition Transaction, (C) furnish or negotiations with cause to be furnished, to any Person any information concerning the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution business, operations, properties or assets of this Agreement, the Company or its Subsidiaries in connection with an Acquisition Transaction, or (D) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. (b) The Company and Stockholders shall, and shall cause its the Company’s Subsidiaries and its and their respective Representatives directors, officers, employees, advisors, representatives and agents to, immediately cease and cause to be terminated all any existing discussions solicitations, encouragement, discussions, negotiations, activities or negotiations communications with any Person previously Persons (other than the Buyer) conducted heretofore with respect to any Takeover Proposal, Acquisition Transaction and will request, request promptly thereafter that such Persons return or destroy all confidential information concerning the Company and its Subsidiaries provided by the Company and/or its Subsidiaries or their representatives. The Company and Stockholders agree not to (and to cause the extent permitted under Company’s Subsidiaries not to) release any third party from the applicable confidentiality agreement, the prompt return provisions of any confidential information previously furnished agreement to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of which the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its the Company’s Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent)party. It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the The Company shall promptly (and in any no event within later than twenty-four (24) hours after learning receipt of the relevant any Acquisition Transaction, any inquiry or indication of interest that could lead to an Acquisition Transaction or any request for nonpublic information) advise Parent in writing Buyer of any Acquisition Transaction, any inquiry or indication of interest that could lead to an Acquisition Transaction or any request for nonpublic information relating to the Company or any of its receipt Subsidiaries that is made or submitted by any Person during the period from the execution of any Takeover Proposal and this Agreement until the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity earlier of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed Closing Date or the date on which this Agreement is terminated in accordance with the provisions of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofSection 10.1. (d) For purposes of this Agreement:

No Solicitations. Prior to the Effective Time or until the termination of this Agreement, no member of Holding's consolidated group shall, without the prior approval of Whitney: (a) The Company shall notdirectly or indirectly, nor shall it authorize solicit or permit initiate inquiries or proposals with respect to any of its SubsidiariesAcquisition Transaction, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained (b) except to the extent determined by the Company or any Subsidiary Board of Directors of Holding in connection good faith, after consultation with its financial advisors and its legal counsel, to be required to discharge properly the Transactions (collectively, “Representatives”) to, directly or indirectly through another Person, directors' fiduciary duties to Holding's consolidated group and its shareholders, (i) solicitfurnish any information relating to, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any negotiations or discussions concerning, any Acquisition Transaction or negotiations regarding any Takeover Proposalother acquisition or purchase of all or a substantial portion of its assets, or furnish any information concerning the Company and of a substantial equity interest in it, (ii) withdraw its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 recommendation to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice shareholders of its outside counsel) that failure to take such action would be reasonably likely to result in a failure Holding of the Company Board to comply Merger, or (iii) make a recommendation of any other Acquisition Transaction, or any other business combination with its fiduciary duties to the Company Stockholders under applicable Lawit, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of other than as contemplated by this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) in no event will any such information be supplied except pursuant to a confidentiality agreement containing terms in form and conditions no more favorable substance substantially the same as the Confidentiality Agreement). Each member of Holding's consolidated group shall instruct its officers, directors, agents and affiliates to refrain from doing any of the foregoing, and no less restrictive will notify Whitney immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with it or any of its officers, directors, agents and affiliates; provided, however, that nothing contained herein shall be deemed to prohibit any officer or director of any member of Holding's consolidated group from taking any action that the Board of Directors of such Person than those contained member, as the case may be, determines, in good faith after consultation with outside legal counsel, is required by law or is required to discharge his fiduciary duties to Holding's consolidated group and Holding's shareholders. Holding and the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person Bank shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously persons conducted heretofore with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the CompanyAcquisition Transaction. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:

No Solicitations. (a) The Company shall not, nor and shall it cause the Subsidiary not to, and shall not authorize or permit any of and shall use its Subsidiaries, any of commercially reasonable efforts to cause its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by and the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) Subsidiary’s Representatives not to, directly or indirectly through another Personindirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate (including by way the submission of furnishing information) any inquiries Takeover Proposal or the making, submission or announcement making of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.2(b), (i) encourage, solicit, initiate, induce, conduct, engage or participate in, any discussions or negotiations with, disclose any non-public information relating to the Company or any Subsidiary to, afford access to the business, properties, assets, books or records of the Company or the Subsidiary to, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Takeover Proposal, (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Subsidiary or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Sxxxxxx 000 xx xxx XXXX (xxxxx xxxx XX), (xxx) enter into any binding or non-binding agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”), or (iv) grant approval pursuant to any “moratorium”, “control share acquisition”, “business combination”, “fair price”, or other form of anti-takeover law, including Section 203 of the DGCL to any Person (other than MM). Subject to Section 5.2(b), neither the Company Board nor any committee thereof shall (i) fail to make, withdraw, amend, modify or materially qualify, in a manner adverse to MM, the Company Board Recommendation, (ii) recommend a Takeover Proposal, (iii) fail to recommend against acceptance of any tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after the commencement of such offer, (iv) make any public statement inconsistent with the Company Board Recommendation, or (v) resolve or agree to take any of the foregoing actions (any of the foregoing, a “Company Adverse Recommendation Change”). The Company shall, and shall cause the Subsidiary to, cease immediately and cause to be terminated, and shall not authorize, and shall use commercially reasonable efforts not to permit, any of its or their Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its commercially reasonable efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or the Subsidiary that was furnished by or on behalf of the Company and the Subsidiary to return or destroy (and confirm destruction of) all such information. (b) Notwithstanding Section 5.2(a), prior to the receipt of the Company Stockholders’ Approval, the Company Board, directly or indirectly through any Representative, may, subject to Section 5.2(c) and Section 5.2(d), (i) participate in negotiations or discussions with any third party from which the Company received an unsolicited Takeover Proposal that the Company Board believes in good faith could constitute or result in a Superior Proposal, (ii) thereafter furnish to such third party (and any persons acting in concert with such third party and to their respective financing sources and Representatives) non-public information relating to the Company or the Subsidiary pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly (in all events within twenty-four (24) hours) provided for informational purposes only to MM), (iii) following receipt of and on account of a Superior Proposal, make a Company Adverse Recommendation Change, and/or (iv) take any action that any court of competent jurisdiction orders the Company to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (iv), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take any such action could reasonably be expected to cause the Company Board to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the Company Board from disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Takeover Proposal and the filing with the SEC of such disclosure pursuant to Rule 14d-9 and Rule 14e-2(a) shall not constitute a Company Adverse Recommendation Change in and of itself, if the Company determines, after consultation with outside legal counsel, that failure to disclose such position would constitute a violation of applicable Law. (c) The Company Board shall not take any of the actions referred to in clauses (i) through (iv) of Section 5.2(b) unless the Company shall have delivered to MM a prior written notice advising MM that it intends to take such action. The Company shall notify MM promptly (but in no event later than twenty-four (24) hours) after it obtains knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that would reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or the Subsidiary or for access to the business, properties, assets, books or records of the Company or the Subsidiary by any third party. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request. The Company shall keep MM reasonably informed, on a reasonably current basis, of the status and of any material change to the terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof. The Company shall promptly provide MM with a list of any non-public information concerning the Company’s business, present or future performance, financial condition or results of operations, provided to any third party, and, to the extent such information has not been previously provided to MM, copies of such information. (d) Except as set forth in this Section 5.2(d), the Company Board shall not make any Company Adverse Recommendation Change or enter into (or permit the Subsidiary to enter into) a Company Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to receipt of the proviso of this sentence: (x) Company Stockholders’ Approval, the Company Board may make a Company Adverse Recommendation ChangeChange or enter into (or permit the Subsidiary to enter into) a Company Acquisition Agreement, upon a good faith determination by if: (i) the Company Board promptly notifies MM, in writing, at least five (after receiving 5) Business Days (the advice “Notice Period”) before making such Company Adverse Recommendation Change or entering into (or causing the Subsidiary to enter into) such Company Acquisition Agreement, of its outside counsel) that failure intention to take such action would be reasonably likely with respect to result in a failure of Superior Proposal, which notice shall state expressly that the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives has received a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect intends to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is declare a Superior Proposal and that the Company Board intends to make a Company Adverse Recommendation Change and/or the Company intends to enter into an a Company Acquisition Agreement; (ii) the Company attaches to such notice the most current version of the proposed agreement providing for such Superior Proposal (which version shall be updated on a prompt basis) and the identity of the third party making such Superior Proposal, ; (2iii) during such five (5) Business Day period, if requested by Parent, the Company has engaged shall, and shall cause the Subsidiary to, and shall use its commercially reasonable efforts to cause its and the Subsidiary’s Representatives to, during the Notice Period, negotiate with MM in good-good faith negotiations with Parent to amend make such adjustments in the terms and conditions of this Agreement in so that such a manner that the Takeover Proposal that was determined ceases to constitute a Superior Proposal no longer Proposal, if MM, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Notice Period, there is any material revision to the terms of a Superior Proposal and Proposal, including, any revision in price, the Notice Period shall be extended, if applicable, to ensure that at least three (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, Days remains in the event that Notice Period subsequent to the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on time the fifth (5th) Business Day following the date Company notifies MM of receipt of notice of any such material revision or modification(it being understood that there may be multiple extensions)); and (iv) the Company Board determines in good faith, if later)after consulting with outside legal counsel and the Company Financial Advisor, that such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (after taking into account all changes to any adjustments made by MM during the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made Period in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:.

No Solicitations. (a) The Company Until the earlier of the Fourth Effective Time and the date of termination of this Agreement pursuant to the provisions of Section 13.1, none of the Selling Companies or any of their Subsidiaries shall not, take nor shall it the Selling Companies permit any of the Selling Companies' or their Subsidiaries' directors, officers, employees, advisors, representatives or agents to take (directly or indirectly) any of the following actions with any Person other than Parent and its designees: (i) solicit, entertain, initiate, facilitate or encourage any proposal or offer from, or participate or engage in or conduct any discussions or negotiations with, any Person relating to any inquiry, contact, offer or proposal, oral, written or otherwise, formal or informal, with respect to any possible Acquisition Proposal for the Selling Companies or any of their Subsidiaries (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (ii) provide any information with respect to the Selling Companies or any of their Subsidiaries (whether such Subsidiary is in existence on the date hereof or is hereafter organized) to any Person other than Parent, relating to (or which the Selling Companies believes would be used for the purpose of formulating) an offer or proposal with respect to, or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Acquisition Proposal for any of the Selling Companies or any of their Subsidiaries (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (iii) approve or agree to or enter into a Contract with any Person other than Parent providing for an Acquisition Proposal for the Selling Companies or any of their Subsidiaries (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (iv) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Acquisition Proposal for the Selling Companies or any of their Subsidiaries (whether such Subsidiary is in existence on the date hereof or is hereafter organized) other than the acquisition proposal from Parent contemplated by this Agreement, or (v) authorize or permit any of its Subsidiaries, any of its or their respective the Selling Companies' directors, officers officers, employees, advisors, representatives or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely agents to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrarysuch action; provided, however, that, at any time prior to the Acceptance Timeapproval and adoption of this Agreement by the Stockholders, if the Selling Companies receive a bona fide written Acquisition Proposal that was unsolicited and that did not otherwise result from a breach of this Section 9.9, the Company maySelling Companies may furnish non-public information with respect to the Selling Companies and their respective Subsidiaries to the Person who made such Acquisition Proposal and may participate in discussions regarding such Acquisition Proposal if (A) the Selling Companies Boards determine in good faith, upon a good faith determination by the Company Board (after receiving the advice of its from their outside counsel) , that failure to take such action do so would be reasonably likely to result in a failure of the Company Board to comply with its violate their fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of (B) the Selling Companies Boards determine that such determination, in response to an unsolicited bona fide written Takeover Acquisition Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, . (Ab) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person The Selling Companies shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions any such Contacts or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial such transaction or Acquisition Proposal. In addition to the foregoing, if (after this Agreement is executed and delivered by the Selling Companies and prior to the First Effective Time or the earlier termination of one this Agreement in accordance with Section 13.1) the Selling Companies receive any offer or more products proposal (formal or product candidates of the Company informal, oral, written or its Subsidiaries otherwise) relating to, or any determination inquiry or communication by the FDA or contact from any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement Person with respect to, or that is intended to or could reasonably be expected to lead toan Acquisition Proposal, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (eachthe Selling Companies shall immediately notify Parent thereof and provide Parent with the details thereof, a “Company Acquisition Agreement”). Notwithstanding including the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure identity of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable LawPerson or Persons making such offer, proposal, inquiry or contact and (y) if the Company Board receives shall keep Parent fully informed on a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions current basis of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) status and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version details of any written agreement relating to such Takeover Proposal offer or proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes any modifications to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposalthereof. (c) In addition Each of the Selling Companies and Parent acknowledge that this Section 9.9 was a significant inducement for Parent to enter into this Agreement and the absence of such a provision would have resulted in either (i) a material reduction in the consideration to be paid to the obligations of Stockholders in the Company set forth in Sections 5.2(aMergers or (ii) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise failure to induce Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of enter into this Agreement:.

No Solicitations. (a) The Company shall not, nor shall it authorize directly or permit indirectly, through any of its Subsidiariesofficer, any of its or their respective directorsdirector, officers or employees or any investment bankeremployee, financial advisor, attorney, accountant or other advisorrepresentative, agent or representative retained other person, solicit or encourage the initiation or submission of any direct or indirect inquiries, proposals or offers regarding any acquisition, merger, takeover bid or sale of all or any of the assets (other than in the ordinary course of business consistent with past practice) or any shares of capital stock of the Company (other than pursuant to exercise, in accordance with the terms thereof, by the persons listed on Schedule 2.2(a) of options outstanding under Company Stock Option Plans as in effect on the date hereof), whether or any Subsidiary not in connection with writing and whether or not delivered to the Transactions stockholders of the Company generally (collectivelyincluding, “Representatives”) towithout limitation, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing informationa tender offer) by any party other than Emerald or its affiliates (any of the foregoing inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) proposals being referred to herein as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company an "Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a"); provided, however, that nothing contained in this Agreement shall prevent the Board of Directors of the Company from referring any third party to this Section 5.4. Nothing contained in this Section 5.4 or any other provision of this Agreement shall prevent the Board of Directors of the Company from considering or negotiating an unsolicited bona fide Acquisition Proposal. If the Board of Directors of the Company, after duly considering written advice of outside counsel and financial advisors to the Company, determines in good faith that it would likely be a violation of its fiduciary responsibilities to not approve or recommend (and in connection therewith withdraw or modify its approval or recommendation of this Agreement, and the transactions contemplated hereby) a Superior Proposal (as defined below), then, notwithstanding any such approval or recommendation (i) the Company shall not be entitled enter into any agreement with respect to exercise its right to make a the Superior Proposal and (ii) any other obligation of the Company Adverse Recommendation Change, terminate under this Agreement shall not be affected, unless this Agreement is terminated pursuant to Section 7.1(d)(ii8.1(e) hereof prior to or enter into any Company Acquisition Agreement unless: (1) simultaneously with the grant of such approval or the making of such recommendation and the Company, at the time of such termination resulting from such Superior Proposal, pays Emerald the Termination Fee. As used herein the term "Superior Proposal" means an unsolicited bona fide proposal made by a third party to acquire the Company has provided pursuant to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”)a tender or exchange offer, which Alternative Transaction Notice shall specify a merger, a sale of all or any significant portion of its assets or otherwise that the Company Board is prepared of Directors determines in its good faith judgment to make be a Company Adverse Recommendation Changeproposal which, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposalif accepted, (2x) during is reasonably likely to be consummated, taking into account, without limitation, all legal, financial and regulatory aspects of such five proposal and person or persons making such proposal and (5y) Business Day periodwould, if requested by Parentconsummated, the Company has engaged result in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes more favorable transaction to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations holders of the Company set forth in Sections 5.2(a) and 5.2(b), Common Stock than the Company shall promptly transactions contemplated by this Agreement (and in any event within twenty-four (24) hours after learning considering the written advice of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofCompany's professional advisors). (d) For purposes of this Agreement:

No Solicitations. (a) The Company represents and warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements. Except as permitted by this Agreement, the Company shall not, nor and shall it not authorize or permit any of its Subsidiaries, Company Subsidiary or any of its or their respective directorsofficers, officers directors or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) it to, directly or indirectly through another Personindirectly, (i) solicit, initiate, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) ), or take any other action to facilitate, any inquiries or the making, submission or announcement making of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover an Acquisition Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover an Acquisition Proposal. Notwithstanding anything to the contrary in this Section 5.2 to the contraryAgreement, at any time prior to the Acceptance Time, if the Company may, upon receives an Acquisition Proposal that was unsolicited or that did not otherwise result from a good faith determination by the Company Board (after receiving the advice breach of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Lawthis Section 7.3(a), and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of consulting with its outside legal counsel and a its financial advisor of nationally recognized reputationadvisor) constitutes or that such Acquisition Proposal is reasonably likely to result in lead to a Superior ProposalProposal (as defined below), the Company (Ax) may furnish non-public information with respect to the Company and its the Company Subsidiaries to the Person making person who made such Takeover Acquisition Proposal (a "Third Party") and its Representatives(y) pursuant may participate in negotiations regarding such Acquisition Proposal. Notwithstanding anything to a confidentiality agreement containing terms the contrary in this Agreement, the Company will notify Parent after receipt of any Acquisition Proposal, but shall not be required to disclose to Parent or Acquisition Sub the identity of the Third Party making any such Acquisition Proposal and conditions shall have no more favorable duty to and no less restrictive notify or update Parent or Acquisition Sub on the status of discussions or negotiations (including the status of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the CompanyThird Party. (b) Except as expressly permitted by this Section 5.2(b), The Board of Directors of the Company Board shall not (i)(A) withdrawwithdraw or modify, modify or qualifypropose to withdraw or modify, in a manner adverse to ParentParent or Acquisition Sub, its approval or recommendation of this Agreement or the Company Recommendation Offer or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by Merger unless the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates Directors of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover shall have received an Acquisition Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result lead to a Superior Proposal and shall have determined in a failure good faith, after consulting with its outside legal counsel and its financial advisor, that this Agreement or the Offer or the Merger is no longer in the best interests of the Company Board Company's stockholders and that such withdrawal or modification is required to comply with satisfy its fiduciary duties to the Company Stockholders Company's stockholders under applicable Law, and law. (yc) if Nothing contained in this Section 7.3 shall prohibit the Company Board receives from at any time taking and disclosing to its stockholders a Takeover Proposal that position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Company Board reasonably determines Exchange Act or making any disclosure required by Rule 14a-9 promulgated under the Exchange Act. (after receiving d) As used in this Agreement, the advice term "Acquisition Proposal" shall mean any proposed or actual (i) merger, consolidation or similar transaction involving the Company, (ii) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of its outside counsel and a financial advisor any assets of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its the Company Subsidiaries may enter into a representing 15% or more of the consolidated assets of the Company Acquisition Agreement and the Company Subsidiaries, (iii) issue, sale or other disposition by the Company of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 15% or more of the votes associated with the outstanding securities of the Company, (iv) tender offer or exchange offer in which any person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 15% or more of the outstanding shares of Company Common Stock, (v) recapitalization, restructuring, liquidation, dissolution, or other similar type of transaction with respect to such Superior Proposal if the Company shall have complied with the provisions or (vi) transaction which is similar in form, substance or purpose to any of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a)foregoing transactions; provided, however, that the Company term "Acquisition Proposal" shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) include the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal Merger and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofother Transactions. (d) For purposes of this Agreement:

No Solicitations. (a) The Company shall not, nor shall it authorize or permit any of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after From the date hereof until the earliest of this Agreement that (x) the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution termination of this Agreement, (y) the Company closing date of the Alternative Closing or (z) the closing date of the Tender Offer Closing, each Stockholder shall, and each Individual Stockholder with respect to all members of such Individual Stockholder’s Seller Group shall, and each shall cause its Subsidiaries and its and each of their respective Affiliates and Representatives to, immediately to cease any and cause to be terminated all existing activities, discussions or negotiations with any Person previously conducted other than the Offering Parties with respect to, and to deal exclusively with the Offering Parties and their Representatives regarding, any Acquisition Proposal and, without the prior consent of the Offering Parties, none of the Stockholders nor any Individual Stockholder with respect to all members of such Individual Stockholder’s Seller Group, in their capacity as stockholders of the Company, shall: (i) solicit, initiate or otherwise engage in any negotiations, discussions or other communications with any other Person relating to any Acquisition Proposal; (ii) provide or furnish information or documentation to any other Person with respect to any Takeover Acquisition Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return ; (iii) enter into any negotiation of a Contract with any other Person in respect of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation Acquisition Proposal; or (iv) (A) sell, assign, transfer (including by operation of the restrictions set forth in this Section 5.2 by Law), lien, pledge, dispose of or otherwise encumber any Representative of the Company Stock or its Subsidiaries shall be deemed otherwise agree to be a breach do any of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b)foregoing, the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adoptdeposit any Company Stock into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (iC) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intentContract, memorandum of understanding, agreement in principle option or merger, acquisition other arrangement or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of Law) or other disposition of any Company Stock or (D) take any action that would make any representation or warranty of such Superior Proposal if Stockholder herein untrue or incorrect in any material respect or have the Company shall have complied with effect of preventing or disabling the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a)Stockholder from performing its obligations hereunder; provided, however, that notwithstanding the foregoing, any Stockholder or Individual Stockholder who serves as a director of the Company (each, a “Director Stockholder”) shall not be entitled required to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into refrain from approving any Company Acquisition Agreement unless: (1) such action of the Company has provided solely in his or her capacity as a director if refraining to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that approve such action by the Company Board is prepared would constitute a breach of such Director Stockholder’s fiduciary duties to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided as a director; provided, further, however, that no such Director Stockholder will be relieved from his or her obligations as a Stockholder or Individual Stockholder hereunder, and such Director Stockholder shall remain obligated to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that sell such Director Stockholder’s shares of Company Stock to the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement Offering Parties pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior ProposalAgreement. (cb) In addition If, after the date of this Agreement, any Stockholder or Individual Stockholder receives an Acquisition Proposal or any request for nonpublic information or any inquiry that would reasonably be expected to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b)lead to an Acquisition Proposal, the Company shall then, as promptly as practicable (and in any event within twentyforty-four eight (2448) hours hours) after learning of the relevant information) advise Parent in writing of its receipt of any Takeover such Acquisition Proposal, request for nonpublic information, or inquiry that would reasonably be expected to lead to an Acquisition Proposal, such Stockholder or Individual Stockholder shall (i) provide each Offering Party with notice that it has received an Acquisition Proposal, request for nonpublic information or inquiry that would reasonably be expected to lead to an Acquisition Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposalii) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change respond to the material terms of proposing party that it is unable to consider such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments Acquisition Proposal or material modifications of respond to such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofrequest for nonpublic information or such inquiry. (d) For purposes of this Agreement:

No Solicitations. (a) The Company represents and warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements. Except as permitted by this Agreement, the Company shall not, nor and shall it not authorize or permit any of its Subsidiaries, Company Subsidiary or any of its or their respective directorsofficers, officers directors or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) it to, directly or indirectly through another Personindirectly, (i) solicit, initiate, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) ), or take any other action to facilitate, any inquiries or the making, submission or announcement making of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover an Acquisition Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover an Acquisition Proposal. Notwithstanding anything to the contrary in this Section 5.2 to the contraryAgreement, at any time prior to the Acceptance Time, if the Company may, upon receives an Acquisition Proposal that was unsolicited or that did not otherwise result from a good faith determination by the Company Board (after receiving the advice breach of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Lawthis Section 7.3(a), and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of consulting with its outside legal counsel and a its financial advisor of nationally recognized reputationadvisor) constitutes or that such Acquisition Proposal is reasonably likely to result in lead to a Superior ProposalProposal (as defined below), the Company (Ax) may furnish non-public information with respect to the Company and its the Company Subsidiaries to the Person making person who made such Takeover Acquisition Proposal (a "Third Party") and its Representatives(y) pursuant may participate in negotiations regarding such Acquisition Proposal. Notwithstanding anything to a confidentiality agreement containing terms the contrary in this Agreement, the Company will notify Parent after receipt of any Acquisition Proposal, but shall not be required to disclose to Parent or Acquisition Sub the identity of the Third Party making any such Acquisition Proposal and conditions shall have no more favorable duty to and no less restrictive notify or update Parent or Acquisition Sub on the status of discussions or negotiations (including the status of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the CompanyThird Party. (b) Except as expressly permitted by this Section 5.2(b), The Board of Directors of the Company Board shall not (i)(A) withdrawwithdraw or modify, modify or qualifypropose to withdraw or modify, in a manner adverse to ParentParent or Acquisition Sub, the Company Recommendation its approval or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date recommendation of this Agreement and did not otherwise result from a material breach or the Offer or the Merger unless the Board of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if Directors of the Company shall have complied with the provisions of the following sentence and, immediately prior received an Acquisition Proposal reasonably likely to entering into such Company Acquisition Agreement, terminates this Agreement pursuant lead to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and shall have determined in good faith, after consulting with its outside legal counsel and its financial advisor, that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that or the Takeover Proposal that was determined to constitute a Superior Proposal Offer or the Merger is no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at in the end best interests of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (Company"s stockholders and that such withdrawal or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:

No Solicitations. (a) The Company shall notagrees that neither it nor any of the Company Subsidiaries, nor shall it authorize or permit any of its Subsidiaries, any of its or their respective directors, officers or employees or directors shall, and that it shall direct and use its best efforts to cause its and the Company Subsidiaries' employees, agents and representatives (including any investment banker, financial advisor, attorney, accountant attorney or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”accountant) not to, directly or indirectly through another Personindirectly, (i) solicit, initiate, or knowingly encourage or otherwise facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, Acquisition Proposal (as defined herein) or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposalregarding, or furnish any information concerning the Company and its Subsidiaries to any Person in connection any information with any Takeover Proposalrespect to, or otherwise cooperate with or take any other action to knowingly facilitate any effort inquiries or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons proposal that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change)constitutes, or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could may reasonably be expected to lead to, any Takeover Proposal Acquisition Proposal; provided, however, that nothing contained in this Section 5.3 shall prohibit the Board of Directors of the Company (other than a confidentiality agreement referred to in Section 5.2(a)and its authorized representatives) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentencefrom: (x) furnishing information to, or entering into discussions or negotiations with, any Person that makes an unsolicited bona fide written Acquisition Proposal from and after the date of this Agreement which did not result from a breach of this Section 5.3 if, and only to the extent that (A) the Board of Directors of the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving consultation with and taking into account the advice of its outside counsel) , determines in good faith that failure to take such action would be reasonably likely to result in a failure order for the Board of Directors of the Company Board to comply with its fiduciary duties to stockholders under applicable Law it is necessary to take such action, (B) prior to taking such action, the Company Stockholders under applicable Law, receives from such Person an executed confidentiality agreement having substantially the same terms as the Confidentiality Agreement and (yC) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines in good faith (after receiving consultation with and taking into account the advice of its outside counsel and a financial advisor of nationally recognized reputationand after receipt of, and taking into account the advice of, outside counsel) constitutes a Superior that such Acquisition Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2if accepted, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect is reasonably likely to such Superior Proposal if the Company shall have complied with the provisions of the following sentence andbe consummated, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to legal, financial and regulatory aspects of the terms of proposal and the Person making the proposal, and the proposal would, if consummated, result in a more favorable transaction than the transactions contemplated by this Agreement agreed to by Parent). It is understood Agreement, taking into account the long term prospects and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations interests of the Company set forth and its stockholders (such more favorable Acquisition Proposal hereinafter referred to as a "Superior Proposal"); or (y) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in Sections 5.2(a) the first sentence hereof of the obligations undertaken in this Section 5.3 and 5.2(bin the Confidentiality Agreement (as defined in Section 5.1). The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with any of its representatives indicating, in connection with such notice, the Company shall promptly (and in any event within twenty-four (24) hours after learning name of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal such Person and the material terms and conditions of any such Takeover Proposal (including any changes to material proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such Takeover Proposal) proposals or offers and the identity status of the Person making any such Takeover Proposaldiscussions or negotiations. The Company shall keep Parent fully informed also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of the status and material terms (including acquiring it or any change of its Subsidiaries to the material terms return all written confidential information heretofore furnished to such Person by or on behalf of such Takeover Proposal) it or any of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) its Subsidiaries. For purposes of this Agreement:, "Acquisition Proposal" means any inquiry, proposal or offer from any Person relating to any direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, net income or the assets of the Company or any of its significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act) (a "Significant Subsidiary"), or 15% or more of any class of equity securities of the Company or any of its Significant Subsidiaries, any tender offer or exchange offer that if consummated would result in any Person beneficially owning 15% or more of any class of equity securities of the Company or any of its Significant Subsidiaries, any reinsurance transaction entered into outside the ordinary course of business involving more than 15% of any Significant Subsidiary's assets or policyholder liabilities, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Significant Subsidiaries; provided that (w) the transactions contemplated by this Agreement, (x) any activities of Employees' Reinsurance Corporation taken with respect to its existing interest in the Company in accordance with the terms of existing arrangements, (y) any discussions conducted by or on behalf of the Company and Employees' Reinsurance Corporation with a view to satisfying the condition contained in Section 6.3(l), or (z) any activities in connection with the proposed disposition of Integrated Process Technologies LLC, shall not be deemed to be an Acquisition Proposal.

No Solicitations. (a) The Company Gulf Coast shall not, nor and shall it authorize or permit any cause each of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) Representatives and Affiliates not to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) ), or take any other action designed to facilitate, any inquiries or the making, submission or announcement of proposals regarding any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Acquisition Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding an Alternative Transaction or Acquisition Proposal, (iii) enter into any Takeover letter of intent or agreement regarding any Alternative Transaction or Acquisition Proposal or (iv) propose or agree to do any of the foregoing; provided, however, that if Gulf Coast is not otherwise in violation of this Section 8.5, nothing in this Agreement shall prevent the Gulf Coast Board of Directors from, pursuant to a customary confidentiality agreement that contains provisions that are no less favorable to Gulf Coast than those contained in the Confidentiality Agreement, providing information to, and engaging in such negotiations or discussions with, a person who shall have made from and after the date of this Agreement a bona fide, unsolicited written Acquisition Proposal, with respect to such Acquisition Proposal, directly or through representatives, if the Gulf Coast Board of Directors, after consulting with and considering the advice of its outside counsel and financial advisor, determines in good faith that its failure to engage in any such negotiations or discussions would be reasonably likely to be a violation of its fiduciary duties under applicable Law. (b) Gulf Coast shall notify FBMS promptly (but in no event later than 48 hours) after receipt of any Acquisition Proposal or any material modification of or material amendment to any Acquisition Proposal, or furnish any request for nonpublic information concerning relating to Gulf Coast or for access to the Company and its Subsidiaries to properties, books or records of Gulf Coast by any Person in connection with any Takeover Proposalthat has made, or otherwise cooperate with to Gulf Coast’s Knowledge may be considering making, an Acquisition Proposal. Such notice to FBMS shall be made orally and in writing, and shall indicate the identity of the Person making the Acquisition Proposal or take any other action to knowingly facilitate any effort or attempt intending to make or implement considering making an Acquisition Proposal or requesting non-public information or access to the books and records of Gulf Coast, and the material terms of any such Acquisition Proposal or modification or amendment to an Acquisition Proposal and indicating whether any such Acquisition Proposal or modification or amendment to an Acquisition Proposal is a Takeover Superior Proposal. Gulf Coast shall notify FBMS in writing promptly (but in no event later than 24 hours) of any material changes in the status and any material changes or modifications in the terms of any such Acquisition Proposal, indication or request. (c) Gulf Coast shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than FBMS or The First) conducted heretofore with respect to any of the foregoing. Gulf Coast shall not release any third party from, and shall enforce, the confidentiality and standstill provisions of any agreement to which Gulf Coast is a party that remains in effect as of the date hereof, and shall immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any Person to make an Acquisition Proposal. (d) Notwithstanding anything in this Section 5.2 herein to the contrary, at any time prior to the Acceptance TimeGulf Coast Shareholders’ Meeting, if Gulf Coast has received a Superior Proposal (after giving effect to the terms of any revised offer by FBMS or The First pursuant to this Section 8.5(d)), the Company Board of Directors of Gulf Coast may, upon in connection with such Superior Proposal, and may permit its officers and Representatives to furnish or cause to be furnished non-public information or data and participate in such negotiations or discussions and also may make a Change in Recommendation, if and only to the extent that the Board of Directors of Gulf Coast has determined in good faith determination by faith, after consultation with outside counsel and its financial advisor, that the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely cause it to result in a failure of the Company Board to comply with violate its fiduciary duties to the Company Stockholders under applicable Lawlaw; provided, and after giving Parent prompt written notice that the Board of such determination, Directors of Gulf Coast may not effect a Change in response to an unsolicited Recommendation unless: (i) Gulf Coast shall have received a bona fide written Takeover Acquisition Proposal made after and the date Board of this Agreement that the Company Board determines Directors of Gulf Coast shall have concluded in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or that such Acquisition Proposal is reasonably likely to result in a Superior Proposal, after taking into account any amendment or modification to this Agreement agreed to by FBMS or The First; (Aii) furnish information with respect Gulf Coast shall have provided prior written notice to FBMS and The First at least five (5) Business Days in advance (the Company “Notice Period”) of taking such action, which notice shall advise FBMS and its Subsidiaries to The First that the Person making such Takeover Proposal (and its Representatives) pursuant to Board of Directors of Gulf Coast has received a confidentiality agreement containing Superior Proposal, specify the material terms and conditions no more favorable to and no less restrictive of such Person than those contained in Superior Proposal (including the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with identity of the Person or group making such Takeover Proposal the Superior Proposal); (and its Representativesiii) regarding such Takeover Proposal. Upon execution of this Agreementduring the Notice Period, the Company Gulf Coast shall, and shall cause its Subsidiaries financial advisor and its and their respective Representatives outside counsel to, immediately cease and cause to be terminated all existing discussions negotiate with FBMS or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, The First in good faith (to the extent permitted under FBMS or The First desire to so negotiate) to make such adjustments in the applicable confidentiality agreementterms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal; and (iv) the Board of Directors of Gulf Coast shall have concluded in good faith that, after considering the prompt return results of such negotiations and giving effect to any confidential information previously furnished proposals, amendments or modifications offered or agreed to by FBMS or The First, if any, that such Persons that has not been previously returned Acquisition Proposal continues to constitute a Superior Proposal. If during the Notice Period any revisions are made to the Company. Any violation of Superior Proposal and such revisions are material, Gulf Coast shall deliver a new written notice to FBMS and shall comply with the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach requirements of this Section 5.2 by the Company. (b8.5(d) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such new written notice, except that the new Notice Period shall be three (3) Business Days. In the event that the Board of Directors of Gulf Coast does not make the determination referred to in clause (iv) of this paragraph and thereafter seeks to effect a Change in Recommendation, the procedures referred to above shall apply anew and shall also apply to any subsequent Change in Recommendation. (e) Further, if the Board of Directors of Gulf Coast concludes that the Acquisition Proposal constitutes a Superior Proposal if (after giving effect to the Company shall have complied with the provisions terms of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement any revised offer by FBMS or The First pursuant to this Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a8.5); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, Gulf Coast may terminate this Agreement pursuant to Section 7.1(d)(ii10.1(i) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an a definitive agreement providing for with respect to such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:

No Solicitations. (a) The Company shall notFrom the date of this Agreement until the earlier of termination of this Agreement or the Closing, neither Seller nor Parent will take, nor shall it permit the Company or any Affiliate of Seller or Parent (or authorize or permit any of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative Representative retained by or acting for or on behalf of Seller, Parent, the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”such Affiliate) toto take, directly or indirectly through another Personindirectly, (i) any action to solicit, initiateencourage, receive, negotiate, assist or knowingly encourage or otherwise facilitate (including by way furnishing information with respect to the Company or permitting access to the Assets and Properties and Books and Records of furnishing informationthe Company) any inquiries offer or inquiry or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover an Acquisition Proposal. If Seller, Parent, the Company, any such Affiliate or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to Representative receives from any Person in connection with any Takeover Proposaloffer, inquiry or otherwise cooperate with or take any other action informational request referred to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contraryabove, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, Seller and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to will promptly advise such Person, provided or made available to Parentby written notice, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood Section 4.04 and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall will promptly (and in any event within twenty-four (24) hours of such receipt), orally and in writing, advise Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchaser. Seller, Parent, the Company or any such Affiliate or Representative immediately shall cease and cause to be terminated all existing discussions or negotiations with any such Person conducted heretofore with respect to an Acquisition Proposal and will cease any action to knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. (b) Notwithstanding Section 4.04(a), from and after learning the date of this Agreement, Parent, directly or indirectly, may take any of the relevant information) advise Parent actions referred to in Section 4.04(c), in response to an unsolicited and bona fide Acquisition Proposal in writing received after the date of this Agreement that did not result or arise from a breach of Section 4.04(a), if and only to the extent that the Parent Board concludes in good faith, after consultation with, and based on the advice of, its receipt of any Takeover legal and financial advisers, that such Acquisition Proposal constitutes a Superior Proposal and that the material failure to take such action would be in breach of the fiduciary duties of Parent’s directors or would violate their obligations to the extent applicable under the City Code on Takeovers and Mergers, the Companies Xxx 0000, the Companies Xxx 0000, the rules and regulations of the UKLA or any other applicable Laws or regulations or rules of a Governmental or Regulatory Authority. (c) Upon the terms and subject to the conditions set forth in Section 4.04(b), Parent may (i) furnish information with respect to the Company to a Person (and the Representatives of such Person) making an Acquisition Proposal (provided, that such Person has entered into a confidentiality agreement with the Company substantially similar to and no less favorable to the Company than the confidentiality provisions of Section 13.05), and (ii) engage in discussions or negotiations with such Person and its Representatives regarding any such Takeover Proposal Acquisition Proposal; provided, however, that Parent and Seller shall furnish or make available to Purchaser any non-public information concerning the Company that is furnished or made available to the Person (including any changes to material terms and the Representatives of such Takeover ProposalPerson) and making such Acquisition Proposal that has not previously been furnished or made available to Purchaser prior to or at the identity of the Person making any time it is furnished or made available to such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofother Person. (d) For purposes Parent and Seller shall ensure that the Representatives of this Agreement:Parent, Seller, the Company and their respective Affiliates are aware of the restrictions described in this

No Solicitations. (a) The Company BCB shall not, nor and shall it authorize or permit any cause each of its Subsidiaries, any of Subsidiaries and its or and their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) Representatives not to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) ), or take any other action designed to facilitate, any inquiries or the making, submission or announcement of proposals regarding any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Acquisition Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding an Alternative Transaction or Acquisition Proposal or (iii) enter into any Takeover agreement regarding any Alternative Transaction or Acquisition Proposal; provided, however, that if BCB is not otherwise in violation of this Section 8.5, nothing in this Agreement shall prevent the BCB Board of Directors from, pursuant to a customary confidentiality agreement that contains provisions that are no less favorable to BCB than those contained in the Confidentiality Agreement, providing information to, and engaging in such negotiations or discussions with, a person who shall have made from and after the date of this Agreement a bona fide, unsolicited written Acquisition Proposal, with respect to such Acquisition Proposal, directly or through representatives, if the BCB Board of Directors, after consulting with and considering the advice of its outside counsel and financial advisor, determines in good faith that its failure to engage in any such negotiations or discussions would be reasonably likely to be a violation of its fiduciary duties under applicable Law. (b) BCB shall notify FBMS promptly (but in no event later than 48 hours) after receipt of any Acquisition Proposal or any material modification of or material amendment to any Acquisition Proposal, or furnish any request for nonpublic information concerning relating to BCB or any of its Subsidiaries or for access to the Company properties, books or records of BCB or any of its Subsidiaries by any Person that has made, or to BCB’s Knowledge may be considering making, an Acquisition Proposal. Such notice to FBMS shall be made orally and in writing, and shall indicate the identity of the Person making the Acquisition Proposal or intending to make or considering making an Acquisition Proposal or requesting non-public information or access to the books and records of BCB or any of its Subsidiaries, and the material terms of any such Acquisition Proposal or modification or amendment to an Acquisition Proposal and indicating whether any such Acquisition Proposal or modification or amendment to an Acquisition Proposal is a Superior Proposal. BCB shall notify FBMS promptly (but in no event later than 24 hours) of any material changes in the status and any material changes or modifications in the terms of any such Acquisition Proposal, indication or request. (c) BCB and its Subsidiaries shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than FBMS) conducted heretofore with respect to any Person of the foregoing, and shall use reasonable best efforts to cause all Persons other than FBMS who have been furnished confidential information regarding BCB in connection with the solicitation of or discussions regarding an Acquisition Proposal or Alternative Transaction within the 12 months prior to the date hereof promptly to return or destroy such information. BCB shall not, and shall cause its Subsidiaries not to, release any Takeover Proposalthird party from, and shall enforce, the confidentiality and standstill provisions of any agreement to which BCB or otherwise cooperate with or its Subsidiaries is a party that remains in effect as of the date hereof, and shall immediately take all steps necessary to terminate any other action to knowingly facilitate approval that may have been heretofore given under any effort or attempt such provisions authorizing any Person to make or implement a Takeover an Acquisition Proposal. . (d) Notwithstanding anything in this Section 5.2 herein to the contrary, at any time prior to the Acceptance TimeBCB Shareholders’ Meeting, if BCB has received a Superior Proposal (after giving effect to the terms of any revised offer by FBMS pursuant to this Section 8.5(d)), the Company Board of Directors of BCB may, upon in connection with such Superior Proposal, make a Change in Recommendation, if and only to the extent that the Board of Directors of BCB has determined in good faith determination by faith, after consultation with outside counsel and its financial advisor, that the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely cause it to result in a failure of the Company Board to comply with violate its fiduciary duties to the Company Stockholders under applicable Lawlaw; provided, and after giving Parent prompt written notice that the Board of such determination, Directors of BCB may not effect a Change in response to an unsolicited Recommendation unless: (i) BCB shall have received a bona fide written Takeover Acquisition Proposal made after and the date Board of this Agreement that the Company Board determines Directors of BCB shall have concluded in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or that such Acquisition Proposal is reasonably likely to result in a Superior Proposal, after taking into account any amendment or modification to this Agreement agreed to by FBMS; (Aii) furnish information with respect BCB shall have provided prior written notice to FBMS at least five Business Days in advance (the Company and its Subsidiaries to “Notice Period”) of taking such action, which notice shall advise FBMS that the Person making such Takeover Proposal (and its Representatives) pursuant to Board of Directors of BCB has received a confidentiality agreement containing Superior Proposal, specify the material terms and conditions no more favorable to and no less restrictive of such Person than those contained in Superior Proposal (including the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with identity of the Person or group making such Takeover Proposal the Superior Proposal); (and its Representativesiii) regarding such Takeover Proposal. Upon execution of this Agreementduring the Notice Period, the Company BCB shall, and shall cause its Subsidiaries financial advisor and its and their respective Representatives outside counsel to, immediately cease and cause to be terminated all existing discussions or negotiations negotiate with any Person previously conducted with respect to any Takeover Proposal, and will request, FBMS in good faith (to the extent permitted under FBMS desires to so negotiate) to make such adjustments in the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood terms and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date conditions of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to so that such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined ceases to constitute a Superior Proposal no longer is a Superior Proposal and Proposal; and (3iv) at 5:00 p.m.the Board of Directors of BCB shall have concluded in good faith that, New York time, at after considering the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice results of such material revision negotiations and giving effect to any proposals, amendments or modificationmodifications offered or agreed to by FBMS, if later)any, that such Takeover Acquisition Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes Proposal. If during the Notice Period any revisions are made to the terms Superior Proposal and such revisions are material, BCB shall deliver a new written notice to FBMS and shall comply with the requirements of this Agreement agreed Section 8.5(d) with respect to by Parent)such new written notice, except that the new Notice Period shall two Business Days. It is understood In the event that the Board of Directors of BCB does not make the determination referred to in clause (iv) of this paragraph and agreed that an Alternative Transaction Notice shall be required for thereafter seeks to effect a Company Adverse Recommendation Change, regardless of whether it was made Change in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b)Recommendation, the Company procedures referred to above shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, apply anew and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofalso apply to any subsequent Change in Recommendation. (d) For purposes of this Agreement:

No Solicitations. (a) The Company PSB shall not, nor and shall it authorize or permit any cause each of its Subsidiaries, any of Subsidiaries and its or and their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) Representatives not to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) ), or take any other action designed to facilitate, any inquiries or the making, submission or announcement of proposals regarding any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Acquisition Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding an Alternative Transaction or Acquisition Proposal or (iii) enter into any Takeover agreement regarding any Alternative Transaction or Acquisition Proposal; provided, however, that if PSB is not otherwise in violation of this Section 8.5, nothing in this Agreement shall prevent the PSB Board of Directors from, pursuant to a customary confidentiality agreement that contains provisions that are no less favorable to PSB than those contained in the Confidentiality Agreement, providing information to, and engaging in such negotiations or discussions with, a person who shall have made from and after the date of this Agreement a bona fide, unsolicited written Acquisition Proposal, with respect to such Acquisition Proposal, directly or through representatives, if the PSB Board of Directors, after consulting with and considering the advice of its outside counsel and financial advisor, determines in good faith that its failure to engage in any such negotiations or discussions would be reasonably likely to be a violation of its fiduciary duties under applicable Law. (b) PSB shall notify MSL promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal or any material modification of or material amendment to any Acquisition Proposal, or furnish any request for nonpublic information concerning relating to PSB or any of its Subsidiaries or for access to the Company properties, books or records of PSB or any of its Subsidiaries by any Person that has made, or to PSB’s Knowledge may be considering making, an Acquisition Proposal. Such notice to MSL shall be made orally and in writing, and shall indicate the identity of the Person making the Acquisition Proposal or intending to make or considering making an Acquisition Proposal or requesting non-public information or access to the books and records of PSB or any of its Subsidiaries, and the material terms of any such Acquisition Proposal or modification or amendment to an Acquisition Proposal and indicating whether any such Acquisition Proposal or modification or amendment to a Acquisition Proposal is a Superior Proposal. PSB shall keep MSL fully informed, on a current basis, of any material changes in the status and any material changes or modifications in the terms of any such Acquisition Proposal, indication or request. (c) PSB and its Subsidiaries shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than MSL) conducted heretofore with respect to any Person of the foregoing, and shall use reasonable best efforts to cause all Persons other than MSL who have been furnished confidential information regarding PSB in connection with the solicitation of or discussions regarding an Acquisition Proposal or Alternative Transaction within the 12 months prior to the date hereof promptly to return or destroy such information. PSB shall not, and to cause its Subsidiaries not to, release any Takeover Proposalthird party from, and shall enforce, the confidentiality and standstill provisions of any agreement to which PSB or otherwise cooperate with or its Subsidiaries is a party that remains in effect as of the date hereof, and shall immediately take all steps necessary to terminate any other action to knowingly facilitate approval that may have been heretofore given under any effort or attempt such provisions authorizing any Person to make or implement a Takeover an Acquisition Proposal. . (d) Notwithstanding anything in this Section 5.2 herein to the contrary, at any time prior to the Acceptance TimePSB Shareholders’ Meeting, if the PSB has received a Superior Proposal (after giving effect to the terms of any revised offer by MSL pursuant to this Section 8.5(d)), the Company Board of Directors of PSB may, upon in connection with such Superior Proposal, make a Change in Recommendation, if and only to the extent that the Board of Directors of PSB has determined in good faith determination by faith, after consultation with outside counsel and its financial advisor, that the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely cause it to result in a failure of the Company Board to comply with violate its fiduciary duties to the Company Stockholders under applicable Lawlaw; provided, and after giving Parent prompt written notice that the Board of such determination, Directors of PSB may not effect a Change in response to Recommendation unless: (i) PSB shall have received an unsolicited bona fide written Takeover Acquisition Proposal made after and the date Board of this Agreement that the Company Board determines Directors of PSB shall have concluded in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or that such Acquisition Proposal is reasonably likely to result in a Superior Proposal, after taking into account any amendment or modification to this Agreement agreed to by MSL; (Aii) furnish information with respect PSB shall have provided prior written notice to MSL at least five calendar days in advance (the Company and its Subsidiaries to “Notice Period”) of taking such action, which notice shall advise MSL that the Person making such Takeover Proposal (and its Representatives) pursuant to Board of Directors of PSB has received a confidentiality agreement containing Superior Proposal, specify the material terms and conditions no more favorable to and no less restrictive of such Person than those contained in Superior Proposal (including the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with identity of the Person or group making such Takeover Proposal the Superior Proposal); (and its Representativesiii) regarding such Takeover Proposal. Upon execution of this Agreementduring the Notice Period, the Company PSB shall, and shall cause its Subsidiaries financial advisors and its and their respective Representatives outside counsel to, immediately cease and cause to be terminated all existing discussions or negotiations negotiate with any Person previously conducted with respect to any Takeover Proposal, and will request, MSL in good faith (to the extent permitted under MSL desires to so negotiate) to make such adjustments in the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood terms and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date conditions of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to so that such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined ceases to constitute a Superior Proposal no longer is a Superior Proposal and Proposal; and (3iv) at 5:00 p.m.the Board of Directors of PSB shall have concluded in good faith that, New York time, at after considering the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice results of such material revision negotiations and giving effect to any proposals, amendments or modificationmodifications offered or agreed to by MSL, if later)any, that such Takeover Acquisition Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes Proposal. If during the Notice Period any revisions are made to the terms Superior Proposal and such revisions are material, PSB shall deliver a new written notice to MSL and shall comply with the requirements of this Agreement agreed Section 8.5(d) with respect to by Parent). It is understood and agreed such new written notice, except that an Alternative Transaction the new Notice Period shall be required for two calendar days. In the event that the Board of Directors of PSB does not make the determination referred to in clause (iv) of this paragraph and thereafter seeks to effect a Company Adverse Recommendation Change, regardless of whether it was made Change in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b)Recommendation, the Company procedures referred to above shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, apply anew and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofalso apply to any subsequent Change in Recommendation. (d) For purposes of this Agreement:

No Solicitations. Prior to the Effective Time, the Company agrees (a) The Company shall not, that neither it nor shall it authorize or permit any of its SubsidiariesSubsidiaries shall, any of and it shall use its or best efforts to cause their respective directorsRepresentatives not to, officers initiate, solicit or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) toencourage, directly or indirectly through another Personindirectly, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission making or announcement implementation of any proposal or offer that constitutes (including, without limitation, any proposal or is reasonably likely offer to lead its stockholders) with respect to a Takeover Proposalmerger, consolidation or other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (iiincluding, without limitation, a tender or exchange offer) other than informing Persons involving the purchase of (i) all or any significant portion of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning assets of the Company and its Subsidiaries taken as a whole, (ii) 20% or more of the outstanding shares of Company Common Stock or (iii) 20% or more of the outstanding shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any Person in connection with negotiations concerning, or provide any Takeover Proposalconfidential information or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover an Alternative Proposal. Notwithstanding anything in this Section 5.2 ; (b) that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to the contrarybe initiated or continued with, at it or any time such person or group; and (c) that it will, prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior accepting any Alternative Proposal, (Ai) furnish information with respect receive a determination from an independent financial advisor that such Alternative Proposal is more favorable (from a financial point of view) to the Company and Company's stockholders than the Merger, (ii) determine in the exercise of its Subsidiaries to the Person making fiduciary obligations under applicable law as advised by independent counsel that such Takeover Alternative Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no is more favorable to and no less restrictive of such Person the Company's stockholders than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to ParentMerger, and (Biii) participate in discussions deliver to Parent a definitive agreement of such Alternative Proposal or negotiations with a description of the Person making material terms thereof and, except as would violate a fiduciary or contractual obligation, a copy of any information provided by such Takeover Proposal (and its Representatives) regarding person or group, including the identity of such Takeover Proposal. Upon execution of this Agreement, the Company shallperson or group, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause give Parent at least three (3) days to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be offer a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time counterproposal prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take executing such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a)definitive agreement; provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement:that

No Solicitations. From the date hereof until the earlier to occur of (a) The the termination of this Agreement or (b) the Closing (such earlier date, the “End Date”), the Company shall will not, nor shall it authorize or permit any of and will instruct its Subsidiaries, Affiliates and any Representative of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) of its Subsidiaries or Affiliates not to, directly or indirectly through another Personindirectly, (i) solicitdiscuss, initiatenegotiate, undertake, authorize, recommend, propose or knowingly encourage enter into, either as the proposed surviving, merged, acquiring or facilitate (including by way of furnishing information) acquired entity, any inquiries transaction involving a merger, consolidation, liquidation, recapitalization, business combination, purchase or the making, submission or announcement disposition of any proposal material amount of the assets of the Company (other than the sale of assets in the ordinary course of business) or offer that constitutes any of its Subsidiaries or is reasonably likely to lead to a Takeover Proposalany voting securities or other ownership interests in the Company or any of its Subsidiaries other than the transactions contemplated by this Agreement (such other transaction, or an “Acquisition Transaction”), (ii) other than informing Persons facilitate, encourage, solicit or initiate discussions, negotiations or submissions of the provisions contained proposals or offers in this Section 5.2respect of an Acquisition Transaction, enter into(iii) furnish or cause to be furnished, continue to any Person or participate in any discussions or negotiations regarding any Takeover Proposalentity, or furnish any information concerning the business, operations, properties or assets of the Company and or its Subsidiaries to any Person in connection with any Takeover Proposalan Acquisition Transaction, or (iv) otherwise cooperate with in any way with, or take any other action to knowingly assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make do or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at seek any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after foregoing. From the date of this Agreement that hereof until the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this AgreementEnd Date, the Company shall, and shall cause instruct its Subsidiaries and its Subsidiaries, Affiliates and their respective Representatives to, immediately cease and cause to be terminated all any existing discussions or negotiations with any Person previously Persons (other than Buyer and Merger Sub) conducted heretofore with respect to any Takeover Proposal, Acquisition Transaction. The Company agrees not to (and will request, to cause its Subsidiaries not to) release any third party from the extent permitted under the applicable confidentiality agreement, the prompt return provisions of any confidential information previously furnished agreement to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize which the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time party prior to the Acceptance Time and subject End Date. Furthermore, prior to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b)End Date, the Company shall promptly (and in any event within twenty-four two (242) hours Business Days after learning of receipt thereof by the relevant informationCompany or, to the Company’s knowledge, its Representatives) advise Parent Buyer orally and in writing of its receipt of any Takeover Proposal and Acquisition Transaction proposal, any request for information with respect to any Acquisition Transaction, or any inquiry with respect to a proposal for an Acquisition Transaction, the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) request or inquiry and the identity of the Person making any such Takeover Proposalthe same. The Company agrees that the rights and remedies for noncompliance with this Section 6.9 shall keep Parent fully informed of the status include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and material terms (including agreed that any change such breach or threatened breach shall cause irreparable injury to the material terms of such Takeover Proposal) of any Takeover Proposal, Buyer and shall that money damages would not provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereofan adequate remedy to Buyer. (d) For purposes of this Agreement:

No Solicitations. (a) The Neither the Company shall not, nor shall it authorize or permit any of its SubsidiariesSubsidiaries or Affiliates shall (and the Company shall use its best efforts to cause its officers, directors, employees, representatives and agents, including, but not limited to, investment bankers, attorneys and accountants (collectively, "Representatives"), not to), directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than Parent, any of its Affiliates or their respective directorsRepresentatives) concerning any merger, officers consolidation, tender offer, exchange offer, sale of a material portion or employees product line of the assets and business of the Xxxxxx Products Division and/or the CT Film Division (whether in one or any investment bankermore transactions), financial advisorsale of shares of capital stock or debt securities, attorneyrestructuring, accountant recapitalization, or other advisor, agent or representative retained by similar transactions involving the Company or any Subsidiary Subsidiary, division or operating or principal business unit of the Company (whether in connection with the Transactions one or more transactions) (collectivelyan "Acquisition Proposal"). The Company further agrees that it will, “Representatives”) and will cause its Representatives to, directly or indirectly through another Personimmediately cease any existing activities, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding with any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries parties conducted heretofore with respect to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposalof the foregoing. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Timeforegoing, the Company may, upon directly or indirectly, provide access and furnish information concerning its business, properties or assets to any corporation, partnership, person or other entity or group (a good faith determination "Third Party Bidder") pursuant to appropriate confidentiality agreements, and may negotiate and participate in discussions and negotiations with such a Third Party Bidder concerning a Superior Proposal (as hereinafter defined) (i) if such Third Party Bidder without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the Company or its Representatives, has submitted a bona fide written proposal to the Board of Directors of the Company relating to any such transaction, (ii) if, in the opinion of the Board of Directors of the Company, after receiving receipt of advice from independent legal counsel to the advice of its outside counsel) that Company, the failure to take provide such action information or access or to engage in such discussions or negotiations would be reasonably likely to result in a failure breach of the Company Board to comply with its their fiduciary duties to the Company Stockholders Company's stockholders under applicable Law, law and after giving Parent prompt written notice of (iii) if such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to Third Party Bidder executes a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of in reasonably customary form; in such Person than those case, nothing contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of shall prohibit the Company or its Subsidiaries shall be deemed Board of Directors from taking and disclosing to be a breach of this Section 5.2 by the Company's stockholders a position with respect to a tender offer by a third-party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to the Company's stockholders which, in the judgment of the Board of Directors with the advice of independent legal counsel, may be required under applicable law. (b) Except The Company shall promptly advise Parent orally and in writing if it is prepared to provide access and furnish information concerning its business, properties or assets to a Third Party Bidder as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (eachabove, a “Company and shall at such time inform Parent of the material terms of such Third Party Bidder's Acquisition Agreement”). Notwithstanding the foregoing, at Proposal and thereafter promptly inform Parent of any time prior changes to the Acceptance Time and subject material terms of such Third Party Bidder's Acquisition Proposal. The Company shall give Parent three days' advance notice of (including a copy of) any agreement to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter entered into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Third Party Bidder's Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition Notwithstanding anything in this Agreement to the obligations contrary, Parent shall have the right to revise the terms of the Company set forth this Agreement such that this Agreement contains terms which are identical in Sections 5.2(a) all material respects to such Superior Proposal, and, in such event, Parent and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of so amend this Agreement and, subject to the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and this Agreement as so amended, consummate the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereoftransactions contemplated hereby. (d) For purposes of this Agreement:, the term "Superior Proposal" shall mean any Acquisition Proposal which a majority of the members of the Company's Board of Directors determines, in good faith and after receipt of the advice of outside financial advisors, (i) is more favorable to the holders of Company Common Stock than the transactions contemplated hereby and (ii) is not subject to any financing condition.

No Solicitations. (a) The Company shall not, nor and shall it authorize or cause its Subsidiaries not to, permit any of its SubsidiariesRepresentatives to, any of and shall use its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) best efforts to cause such persons not to, directly or indirectly through another Person, (i) solicitindirectly, initiate, solicit or knowingly encourage encourage, or take any action to facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement making of any offer or proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries Company, or, in the event of any unsolicited Takeover Proposal with respect to the Person making such Company, engage in negotiations or provide any confidential information or data to any person relating to any Takeover Proposal with respect to the Company. (b) The Company shall notify Parent orally and its Representatives) pursuant to a confidentiality agreement containing in writing of any such inquiries, offers or Takeover Proposals (including, without limitation, the terms and conditions no more favorable to of any such proposal and no less restrictive the identity of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between person making it) within 48 hours of the receipt thereof. (c) The Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations and negotiations, if any, with any Person previously other persons conducted heretofore with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by Proposal regarding the Company. (bd) Except as expressly permitted by Notwithstanding anything in this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, 9.10 to the Company Stockholders a Takeover Proposal (any action described in this clause contrary: (i) being referred The Company may, prior to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the vote of the shareholders of the Company Board for approval of the Merger (and not thereafter if the Merger is approved thereby) in response to an unsolicited request therefor, furnish information, including non-public information, to any person or "group" (within the Company Stockholders pursuant to Rule 14d-9(fmeaning of Section 13(d)(3) of the Exchange Act shall not constitute Act) pursuant to a confidentiality agreement on substantially the same terms as provided in the Company Adverse Recommendation Change and (y) any change or development relating Confidentiality Agreement to any clinical trial the extent that the Board of one or more products or product candidates Directors of the Company or its Subsidiaries or any determination or communication determines in good faith after consultation with and based on the advice of outside counsel that such action could reasonably be required by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or their fiduciary duties under applicable law. (ii) authorize the The Company or any of its Subsidiaries to may engage in discussions and negotiations (but may not enter into any letter of intent, memorandum of understanding, binding agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any regarding a Takeover Proposal (other than a the confidentiality agreement referred to referenced in Section 5.2(a)9.10(d)(i) above) with any Person or group that has made an unsolicited Takeover Proposal, among other things, to determine whether such proposal (each, as opposed to any further negotiated proposal) is a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time Superior Takeover Proposal and subject to the proviso of this sentence: (xii) the Company Board may make take and disclose to its shareholders a Company Adverse Recommendation Change, upon a good faith determination position contemplated by Rule 14e-2(a) following the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Termination Fee and Expense Payment pursuant to Section 7.3(a); provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case Company's receipt of a Takeover Proposal that is in the Company Board has determined constitutes form of a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2tender offer under Section 14(e) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior ProposalExchange Act. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the parties and modifications thereof. (d) For purposes of this Agreement: