OPERATION OF MEDICIS AND ASCENT. Each of Medicis and Ascent shall ensure that from and after the Effective Date (or, with respect to clauses (c) and (k) below, from and after the third month anniversary of the Effective Date) until the end of the Option Term, Ascent shall not, without the prior written consent of BioMarin Acquisition:
(a) engage in any business or activity other than the ownership, operation and maintenance of the assets and properties licensed under the License Agreement and Secondary ANDA, and activities incidental thereto except for:
(i) the collection of accounts receivable outstanding as of the Effective Date;
(ii) the exercise of the option granted under that certain license agreement by and between Medicis and Taro Pharmaceuticals, North America, Inc., January 14, 2003;
(iii) any actions reasonably required for Ascent to perform its obligations under the Transition Services Agreement;
(iv) any actions reasonably required for Ascent to perform its obligations under the Ascent Merger Agreement;
(v) any actions reasonably required for Ascent to perform its obligations under this Agreement, the License Agreement, the Domain Name and Web Site License Agreement, the Supply Agreement and the Lyne License;
(vi) any actions reasonably required as a party to the Litigation Matters, and any litigation matter arising on or after the Effective Date and prior to the Option Closing Date;
(vii) the issuance or payment of dividends or other distributions to Medicis, including but not limited to the distribution of equity securities of BioMarin, if any; and
(viii) any actions reasonably required to effect a reverse stock split.
(b) acquire or own any material assets other than the Intellectual Property and other than the Secondary ANDA;
(c) adopt, maintain, sponsor, contribute to, or incur any Liability with respect to, any Employee Benefit Plan other than as required by law or the applicable Employee Benefit Plan or as may be required in connection with any continuing obligations to former employees of Ascent;
(d) merge into or consolidate with any other Entity or voluntarily dissolve, liquidate or wind up in whole or in part (or adopt any resolution or plan to do so), lease, license, transfer or otherwise dispose of any of the Intellectual Property Assets or Secondary ANDA or all or substantially all of its assets or change its legal structure;
(e) fail to preserve its existence as an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction o...
