Common use of Operation of the Businesses Clause in Contracts

Operation of the Businesses. (a) From the Original Agreement Date to the Closing Date, except as contemplated by this Agreement, the Related Agreements and the Wyeth/Elan Agreements, each of the Elan Companies shall: (i) conduct the Businesses only in the Ordinary Course of Business; (ii) with the prior written consent of the Acquirors (which shall not be unreasonably withheld, delayed or conditioned) use its commercially reasonable efforts to maintain intact the Businesses as they are currently organized, keep available the services of the Employees and maintain its relations with suppliers, customers, creditors, employees, agents and others, in each case having a relationship with the Businesses; (iii) confer with the Acquirors prior to implementing material operational decisions relating to the Businesses; (iv) keep in full force and effect, without amendment, all material rights relating to the Businesses; (v) except in the Ordinary Course of Business, not alter the salaries or other compensation paid or payable to any Employee; (vi) comply in all material respects with all requirements of Law and contractual obligations, in each case applicable to the operation of the Businesses; (vii) maintain all Skelaxin Books and Records and Sonata Books and Records; and (viii) cooperate in all respects with the Acquirors with respect to the prosecution and/or issuance of U.S. Patent Application No. 10/104,044. (b) In furtherance of and in addition to subsection (a), none of the Elan Companies shall (i) except in the Ordinary Course of Business incur any Liability which would be an Assumed Liability, (ii) except as contemplated by this Agreement, the Related Agreements and the Wyeth/Elan Agreements and except with the prior consent of the Acquiror Parent (which consent shall not be unreasonably withheld, delayed or conditioned), enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Contract which would be an Assumed Liability or incur any Liability which would be an Assumed Liability outside the Ordinary Course of Business unless the executory obligation on the part of such Elan Company in any such individual case is less than $50,000, (iii) violate, breach or Default under, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or a Default under any term or provision of any material Contract, (iv) lease, license, mortgage, pledge, create on or subject to any Encumbrance (other than Permitted Encumbrances) any of the Purchased Assets or (v) cause their respective Affiliates to transfer or grant any rights or options in or to any of the material Purchased Assets, subject to Section 8.01(c). (i) The Elan Companies shall not sell Skelaxin in the Skelaxin Territory from the date of this Agreement until the Closing Date, except in accordance with the limitations set forth on Schedule 8.01(c)(i) of the Elan Disclosure Schedule. (ii) The Elan Companies shall not sell Sonata in the Sonata Territory from the date of this Agreement until the Closing Date, except in accordance with the limitations set forth on Schedule 8.01(c)(ii) of the Elan Disclosure Schedule. (iii) The Elan Companies shall not sell Skelaxin outside of the Skelaxin Territory from the date of this Agreement until the Closing Date.

Operation of the Businesses. (a) From Except (i) as set forth in Section 7.1(a) of the Original Agreement Date to the Closing DateDisclosure Schedules, except (ii) as otherwise expressly contemplated by this Agreement, Formation Agreement or any of the Related Agreements and the Wyeth/Elan Agreements, or (iii) as otherwise consented to by NTI in writing, such consent not to be unreasonably withheld, conditioned or delayed, during the Interim Period, as applicable, MPC and SSA shall (and shall cause each of their applicable Affiliates, including the Elan Companies shall:Acquired Entities, to): (i) conduct and operate the Businesses only in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, including the incurrence of capital expenditures and completion of maintenance in the ordinary course, and shall complete the September 2010 Planned Unit Turnaround; (ii) operate the Businesses and maintain the Physical Assets in accordance with all applicable Laws currently in effect in all material respects; and (iii) use Commercially Reasonable Efforts to (A) preserve beneficial relationships with agents, lessors, suppliers and customers, (B) preserve the prior written consent present business operations, organization and goodwill of the Acquirors Businesses and (which shall not be unreasonably withheld, delayed or conditionedC) use its commercially reasonable efforts to maintain intact the Businesses as they are currently organized, keep available the services of the Employees Employees. (b) Without limiting the generality of the foregoing, during the Interim Period, except (i) as set forth on Section 7.1(b) of the Disclosure Schedules, (ii) as otherwise expressly contemplated by this Formation Agreement or (iii) as otherwise consented to by NTI in writing, such consent not to be unreasonably withheld, conditioned or delayed, during the Interim Period, as applicable, MPC and maintain its relations SSA shall not (and shall cause each of their applicable Affiliates, including the Acquired Entities, not to): (i) (A) incur or assume any Indebtedness, letters of credit, performance bonds, cash collateral or escrow requirements or similar credit support that would be binding on any of the Acquired Entities after the Closing, or (B) grant any Lien (other than Permitted Liens) on any Asset relating to or used in connection with suppliers, customers, creditors, employees, agents and others, in each case having a relationship with any of the Businesses; (ii) except in the ordinary course of business, destroy or remove any Refinery Books and Records or Marketing Books and Records; (iii) confer with fail to promptly notify NTI of any material emergency or other material change in or affecting any of the Acquirors prior to implementing material operational decisions relating to Businesses or the BusinessesAssets; (iv) keep enter into any Contract that would have been a Material SPP Contract if it would have been in effect on the Execution Date and would be binding on any Acquired Entity after the Closing, other than Contracts entered into in the ordinary course of business consistent with past practice for the purchase and delivery of crude oil and feedstocks that contemplate delivery not later than 60 (sixty) days following entry into such Contract; (v) amend, modify, renew or terminate any Material SPP Contract or otherwise waive, release or assign any material rights, Claims or benefits of MPC, SSA or any of their Affiliates under any Material SPP Contract or enter into any derivative, option, hedge or futures contracts that would be binding on any Acquired Entity after the Closing; (vi) enter into any new CBAs or other collective bargaining agreements, memorandums of understanding or any other labor agreements relating to the Employees, provided that MPC, SSA and SuperMom’s may enter into grievance settlements that only entail the payment of money by MPC, SSA or SuperMom’s and which would not establish any precedent or any agreement with any union; (vii) enter into any new Franchise Agreement, grant Franchise rights to any Person, amend, modify, renew or terminate any Franchise Agreement, or agree to grant or expand any territorial rights with respect to any Franchise; (viii) introduce any new or modified method of management, operation, or accounting or methods of reporting revenue and expenses with respect to the Assets or the Businesses outside the ordinary course of business; (ix) fail to provide NTI promptly with copies of the financial and operating reports prepared or maintained by MPC or SSA in the ordinary course of business related to the Assets or the Businesses that are reasonably requested by NTI and consistent in scope and format with the financial and operating reports previously provided to NTI; (x) fail to timely obtain, maintain in full force and effect, without amendmentand comply, in all material rights relating to respects, with all provisions of all material Authorizations required in connection with the operation of the Assets or the Businesses; (vxi) except take any action to amend the Governing Documents of any of the Acquired Entities, MPL Investments or Minnesota Pipe Line Company, or any other entity that has an ownership interest in any of the Ordinary Course of BusinessBusinesses, not alter the salaries or other compensation paid or payable to any Employeethan as expressly contemplated by this Formation Agreement; (vixii) comply in all material respects issue or sell to any third party any shares of capital stock, bonds, membership interests, limited liability company interests, or other equity interests of any of the Acquired Entities, SAF, MPL Investments or Minnesota Pipe Line Company or issue or grant or sell any option, warrant or call or other rights to purchase or subscribe for any such securities or issue or sell any securities convertible into any such securities; (xiii) enter into or agree to enter into any conversion, merger or consolidation of any of the Acquired Entities, SAF, MPL Investments or Minnesota Pipe Line Company with all requirements of Law and contractual obligations, in each case applicable to the operation or into any corporation or other entity or otherwise affecting any of the Businesses; (viixiv) maintain all Skelaxin Books and Records and Sonata Books and Records; andenter into or adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization related to or affecting any of the Businesses, or split, reclassify or amend any terms of any equity interests of any of the Acquired Entities, SAF, MPL Investments or Minnesota Pipe Line Company; (viiixv) cooperate take any action other than in all respects the ordinary course of business consistent with the Acquirors with respect past practices in relation to Minnesota Pipe Line Company or MPL Investments; (xvi) authorize, make or commit to make any material capital expenditures related to the prosecution and/or issuance Businesses, the cost of U.S. Patent Application No. 10/104,044. (b) In furtherance of and in addition to subsection (a), none of the Elan Companies shall (i) except in the Ordinary Course of Business incur any Liability which would be an Assumed Liabilitypayable by the Businesses following the Closing; (xvii) repurchase, (ii) except as contemplated by this Agreementredeem or otherwise acquire, the Related Agreements and the Wyeth/Elan Agreements and except with the prior consent of the Acquiror Parent (which consent shall not be unreasonably withheld, delayed or conditioned), enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Contract which would be an Assumed Liability or incur any Liability which would be an Assumed Liability outside the Ordinary Course of Business unless the executory obligation on the part of such Elan Company in any such individual case is less than $50,000, (iii) violate, breach or Default under, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or a Default under any term or provision of any material Contract, (iv) lease, license, mortgage, pledge, create on or subject to any Encumbrance (other than Permitted Encumbrances) any of the Purchased Assets or (v) cause their respective Affiliates to transfer or grant any rights or options in enter into any contract or commitment to repurchase, redeem or acquire, any outstanding shares of the capital stock or other securities of, or other ownership interests in, any of the material Purchased AssetsAcquired Entities, subject to Section 8.01(c).SAF, MPL Investments or Minnesota Pipe Line Company; (ixviii) The Elan Companies shall not sell Skelaxin other than the sale of inventory in the Skelaxin Territory from ordinary course of business, sell, assign, license, transfer, convey, lease, rent or otherwise dispose of or encumber any of the date Assets or any material properties or assets of this Agreement until the Businesses; (xix) initiate, compromise or settle any material Proceeding; (xx) enter into or modify any Contract relating to the Businesses with any Affiliate of MPC or SSA that would be binding on any Acquired Entity following the Effective Time; (xxi) terminate or fail to exercise any rights of renewal with respect to any Refinery Leased Real Property or Marketing Leased Real Property that by its terms would otherwise expire; (xxii) declare, set aside or pay any non-cash dividend or other non-cash distribution in respect of limited liability company interests, capital stock or other ownership interests of SuperMom’s, SAF, MPL Investments or Minnesota Pipe Line Company; (xxiii) except in the ordinary course of business consistent with past practice, increase in any manner the base compensation or other fringe, incentive, equity incentive, pension, retirement allowance, welfare or other employee benefits payable or to become payable to, or enter into any new employee benefits agreement or arrangement with, any Employee or promise to commit to undertake any of the foregoing in the future; (xxiv) except in the ordinary course of business consistent with past practice, take any action to cause or which could reasonably be expected to cause, any employee of MPC or SSA who would otherwise be an Acquired Employee not to be such an employee (other than termination for cause); (xxv) change the existing U.S. tax classification of any of Acquired Entities; (xxvi) fail to diligently and timely perform, as necessary, all obligations imposed under the Existing Consent Decrees and all leaking underground storage tank remediation obligations at the Refinery and the Marketing Sites, including any assessments, monitoring, corrective or remedial action or the equivalent required by any Governmental Authority or otherwise pursuant to the requirements of any Environmental Law, that are required to be performed before the Closing Date, except in each case in accordance with the limitations set forth on Schedule 8.01(c)(iterms thereof (it being agreed that neither MPC nor SSA shall be entitled to reimbursement or compensation from NTI or any of its Affiliates for any Loss, including indirect corporate and administrative overhead costs, in performing such obligations); (xxvii) waive, release or assign any rights under any confidentiality or similar Contract prepared in connection with or related in any way to the Contemplated Transactions or any alternative transactions; (xxviii) enter into a Consent Decree with the United States Environmental Protection Agency or the United States Department of Justice that pertains to any flare located at the Refinery or that will affect or limit operations of the Elan Disclosure Schedule.Refinery in any way; or (iixxix) The Elan Companies shall not sell Sonata in the Sonata Territory from the date of this Agreement until the Closing Dateagree, except in accordance with the limitations set forth on Schedule 8.01(c)(ii) resolve or commit to do any of the Elan Disclosure Scheduleactions prohibited in Section 7.1(b). (iii) The Elan Companies shall not sell Skelaxin outside of the Skelaxin Territory from the date of this Agreement until the Closing Date.

Operation of the Businesses. (a) From Between the Original date of this Agreement Date to the Closing Date, except as contemplated by this Agreement, the Related Agreements and the Wyeth/Elan AgreementsClosing, with respect to each Business and the Assets, unless Buyer otherwise consents in writing, each of the Elan Companies Seller shall: (ia) conduct the Businesses each Business only in the Ordinary Course ordinary course of Businessbusiness consistent with past practices; (iib) without making any commitment on Buyer's behalf, use its commercially reasonable efforts to, in all material respects, preserve intact the current organization of each Business, keep available the services of its employees and agents and maintain its relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) except for cause, make no material changes in management personnel of Sellers; (d) not hire any management personnel of either Business, make any changes to any Seller Benefit Plan affecting the Employees, or increase the wages, salaries or benefits of any Employee, other than in the ordinary course of business; (e) maintain the Assets in a state of repair and condition that complies with Legal Requirements, is consistent with the prior written consent requirements and normal conduct of each Business and consistent with the Acquirors recent normal and routine maintenance schedule performed by Sellers; (which shall not be unreasonably withheld, delayed or conditionedf) use its commercially reasonable efforts to maintain intact the Businesses as they are currently organized, keep available the services of the Employees and maintain its relations with suppliers, customers, creditors, employees, agents and others, in each case having a relationship with the Businesses; (iii) confer with the Acquirors prior to implementing material operational decisions relating to the Businesses; (iv) keep in full force and effect, without amendment, all material rights relating to the Businesseseach Business; (vg) except in the Ordinary Course of Business, not alter the salaries or other compensation paid or payable comply with all Legal Requirements and use its commercially reasonable efforts to any Employee; (vi) comply in all material respects with all requirements of Law and contractual obligations, in each case obligations applicable to the operation operations of the Businesseseach Business; (viih) maintain all Skelaxin Books continue in full force and Records and Sonata Books and Recordseffect the insurance coverage under the policies set forth in Section 3.18(a) of the Seller Disclosure Schedules or substantially equivalent policies; (i) not sell, lease or otherwise dispose of any material asset or property; (j) not incur, refinance, assume or guarantee any Indebtedness; (k) not create or assume any Encumbrance on any Assets, other than a Permitted Encumbrance; (l) not amend or supplement any Seller Contract listed or required to be listed in Section 3.17(a) of the Seller Disclosure Schedules; (m) not enter into any Seller Contract or Bid described in Section 3.17(a) or relating to the Intellectual Property other than in the ordinary course of business; (n) not dispose of or permit to lapse any rights to the use of any Intellectual Property or permit any Governmental Authorization to expire; and (viiio) cooperate in maintain all respects with the Acquirors with respect books and Records of Sellers relating to the prosecution and/or issuance of U.S. Patent Application No. 10/104,044. (b) In furtherance of and in addition to subsection (a), none of the Elan Companies shall (i) except each Business in the Ordinary Course ordinary course of Business incur any Liability which would be an Assumed Liability, (ii) except as contemplated by this Agreement, the Related Agreements and the Wyeth/Elan Agreements and except business consistent with the prior consent of the Acquiror Parent (which consent shall not be unreasonably withheld, delayed or conditioned), enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Contract which would be an Assumed Liability or incur any Liability which would be an Assumed Liability outside the Ordinary Course of Business unless the executory obligation on the part of such Elan Company in any such individual case is less than $50,000, (iii) violate, breach or Default under, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or a Default under any term or provision of any material Contract, (iv) lease, license, mortgage, pledge, create on or subject to any Encumbrance (other than Permitted Encumbrances) any of the Purchased Assets or (v) cause their respective Affiliates to transfer or grant any rights or options in or to any of the material Purchased Assets, subject to Section 8.01(c)past practices. (i) The Elan Companies shall not sell Skelaxin in the Skelaxin Territory from the date of this Agreement until the Closing Date, except in accordance with the limitations set forth on Schedule 8.01(c)(i) of the Elan Disclosure Schedule. (ii) The Elan Companies shall not sell Sonata in the Sonata Territory from the date of this Agreement until the Closing Date, except in accordance with the limitations set forth on Schedule 8.01(c)(ii) of the Elan Disclosure Schedule. (iii) The Elan Companies shall not sell Skelaxin outside of the Skelaxin Territory from the date of this Agreement until the Closing Date.

Operation of the Businesses. (a) From the Original Agreement Date to the Closing Date, except Except as contemplated by this --------------------------- Agreement, during the Related Agreements period from the date of this Agreement to the Closing, the Sellers shall conduct the operations of the NMC Business and the Wyeth/Elan AgreementsCMS Business only in the Ordinary Course of Business and in compliance with all applicable Laws and Regulations and, each to the extent consistent therewith, use all reasonable efforts to preserve intact the current business organization of the Elan Companies shallNMC Business and the CMS Business, keep the physical assets of the NMC Business and the CMS Business in good working condition, keep available the services of the current officers and employees of the NMC Business or the CMS Business and preserve the relationships of each Seller with its customers, suppliers and others having business dealings with the NMC Business or the CMS Business. Without limiting the generality of the foregoing, prior to the Closing, neither Seller shall take any of the following actions with respect to the NMC Business or the CMS Business without the prior written consent of the Buyer: (ia) conduct the Businesses only acquire, sell, lease, encumber or dispose of any assets or any shares or other equity interests in or securities of any corporation, partnership, association or other business organization or division thereof, other than purchases and sales of assets in the Ordinary Course of Business; (iib) with the prior written consent create, incur or assume any debt not currently outstanding (including obligations in respect of the Acquirors (which shall not be unreasonably withheldcapital leases), delayed or conditioned) use its commercially reasonable efforts to maintain intact the Businesses as they are currently organized, keep available the services of the Employees and maintain its relations with suppliers, customers, creditors, employees, agents and others, in each case having a relationship with the Businesses; (iii) confer with the Acquirors prior to implementing material operational decisions relating to the Businesses; (iv) keep in full force and effect, without amendment, all material rights relating to the Businesses; (v) except other than in the Ordinary Course of Business, not alter the salaries or other compensation paid or payable to any Employee; (vic) comply in all material respects with all requirements assume, guaranty, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of Law and contractual obligations, in each case applicable to the operation of the Businessesany other person; (viid) maintain all Skelaxin Books and Records and Sonata Books and Records; andmake any loans, advances or capital contributions to, or investments in, any other person; (viiie) cooperate in all respects with the Acquirors with respect to the prosecution and/or issuance of U.S. Patent Application No. 10/104,044. (b) In furtherance of and in addition to subsection (a), none of the Elan Companies shall (i) except in the Ordinary Course of Business incur any Liability which would be an Assumed Liability, (ii) except as contemplated by this Agreement, the Related Agreements and the Wyeth/Elan Agreements and except with the prior consent of the Acquiror Parent (which consent shall not be unreasonably withheld, delayed or conditioned), enter into, amend, modify, terminate (partially adopt or completely), grant amend any waiver under Employee Benefit Plan or give any consent with respect to any Contract which would be an Assumed Liability employment or incur any Liability which would be an Assumed Liability outside the Ordinary Course of Business unless the executory obligation on the part of such Elan Company in any such individual case is less than $50,000, (iii) violate, breach severance agreement or Default under, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or a Default under any term or provision of any material Contract, (iv) lease, license, mortgage, pledge, create on or subject to any Encumbrance (other than Permitted Encumbrances) any arrangement of the Purchased Assets or (v) cause their respective Affiliates to transfer or grant any rights or options in or to any of the material Purchased Assets, subject to Section 8.01(c). (i) The Elan Companies shall not sell Skelaxin in the Skelaxin Territory from the date of this Agreement until the Closing Date, except in accordance with the limitations set forth on Schedule 8.01(c)(i) of the Elan Disclosure Schedule. (ii) The Elan Companies shall not sell Sonata in the Sonata Territory from the date of this Agreement until the Closing Date, except in accordance with the limitations set forth on Schedule 8.01(c)(ii) of the Elan Disclosure Schedule. (iii) The Elan Companies shall not sell Skelaxin outside of the Skelaxin Territory from the date of this Agreement until the Closing Date.type described in

Operation of the Businesses. Between the date of this Agreement and the Closing, except as otherwise expressly provided in or contemplated by this Agreement or waived or consented to by Purchaser in writing, the Seller shall cause the Company to: A. conduct the Business only in the ordinary course of business, consistent with past practices (a“Ordinary Course of Business”); B. use their commercially reasonable efforts to: (i) From keep available the Original Agreement Date services of the current officers, employees and agents of the Company, and (ii) maintain the relations and good will with suppliers, customers, landlords, creditors and others having material business relationships with the Company; X. xxxxxx with the Purchaser concerning operational and financial matters regarding the Business which are of a material nature, it being understood that, notwithstanding anything to the contrary herein, until the Closing the Company shall have sole authority to operate the Businesses; D. maintain all leased and owned real property comprising any of the Assets in accordance with the Ordinary Course of Business; E. not approve any new capital expenditure or other financial commitment in excess of $10,000; F. not dispose of or incur, create or assume any Lien, other than Permitted Liens, on any individual capital asset of the Companies or the Businesses if the greater of the book value or the fair market value of such capital asset exceeds $10,000; G. not incur any indebtedness for money borrowed (excluding trade payables incurred in the Ordinary Course of Business or intercompany borrowings) that constitutes a Liability of the Company in excess of $10,000; H. not (1) amend its charter documents or organizational documents, (2) issue, sell, redeem or otherwise acquire any capital stock, bonds, debentures, notes or other securities or grant any options (including any employee stock options), warrants or other rights entitling any person to require the issuance or delivery of any capital stock, bonds, debentures, notes or other securities, or (3) declare, or set aside for payment, any dividend to be paid subsequent to the Closing Date, ; I. not enter into any material transaction with any Affiliate except as contemplated by this Agreement, the Related Agreements on commercially reasonable terms and the Wyeth/Elan Agreements, each of the Elan Companies shall: (i) conduct the Businesses only in the Ordinary Course of Business; (ii) with J. not grant material salary or wage increases, or change or amend any benefit plan covering transferred employees in any way that materially changes the prior written consent of the Acquirors (which shall not be unreasonably withheld, delayed or conditioned) use its commercially reasonable efforts amount such employees are entitled to maintain intact the Businesses as they are currently organized, keep available the services of the Employees receive under such plan other than pursuant to existing salary and maintain its relations with suppliers, customers, creditors, employees, agents and others, in each case having a relationship with the Businesses; (iii) confer with the Acquirors prior to implementing material operational decisions relating to the Businesses; (iv) keep in full force and effect, without amendment, all material rights relating to the Businesses; (v) wage plans except in the Ordinary Course of Business, not alter the salaries or other compensation paid or payable to any Employee; (vi) comply in all material respects K. continue its Website data and technology backup and recovery processes consistent with all requirements of Law and contractual obligations, in each case applicable to the operation of the Businesses; (vii) maintain all Skelaxin Books and Records and Sonata Books and Records; and (viii) cooperate in all respects with the Acquirors with respect to the prosecution and/or issuance of U.S. Patent Application No. 10/104,044. (b) In furtherance of and in addition to subsection (a), none of the Elan Companies shall (i) except its normal practices in the Ordinary Course of Business incur Business; and L. not take any Liability which would be an Assumed Liability, (ii) except as contemplated by this Agreement, the Related Agreements and the Wyeth/Elan Agreements and except with the prior consent of the Acquiror Parent (which consent shall not be unreasonably withheld, delayed action or conditioned), enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Contract which would be an Assumed Liability or incur any Liability which would be an Assumed Liability outside the Ordinary Course of Business unless the executory obligation on the part of such Elan Company in any such individual case is less than $50,000, (iii) violate, breach or Default under, or take or fail otherwise omit to take any action that (with or without notice or lapse of time or both) which would constitute reasonably be expected to cause a violation or breach of, or a Default under any term or provision of any material Contract, (iv) lease, license, mortgage, pledge, create on or subject to any Encumbrance (other than Permitted Encumbrances) any of the Purchased Assets or (v) cause their respective Affiliates to transfer or grant any rights or options in or to any of the material Purchased AssetsSeller’s representations, subject to Section 8.01(c)warranties, covenants and agreements herein set forth. (i) The Elan Companies shall not sell Skelaxin in the Skelaxin Territory from the date of this Agreement until the Closing Date, except in accordance with the limitations set forth on Schedule 8.01(c)(i) of the Elan Disclosure Schedule. (ii) The Elan Companies shall not sell Sonata in the Sonata Territory from the date of this Agreement until the Closing Date, except in accordance with the limitations set forth on Schedule 8.01(c)(ii) of the Elan Disclosure Schedule. (iii) The Elan Companies shall not sell Skelaxin outside of the Skelaxin Territory from the date of this Agreement until the Closing Date.

Operation of the Businesses. (a) From Sellers shall cause the Original Agreement Date Business to the Closing Date, except as contemplated by this Agreement, the Related Agreements and the Wyeth/Elan Agreements, each of the Elan Companies shall: (i) conduct the Businesses only be conducted in the Ordinary Course ordinary course of Business; (ii) with the prior written consent of the Acquirors (which shall not be unreasonably withheld, delayed or conditioned) business in all material respects and use its their commercially reasonable efforts to maintain intact the Businesses as they are currently organized, keep available the services goodwill of the Employees Business and maintain its relations to preserve the relationships with suppliers, customers, creditors, employees, agents suppliers and others, in each case having a relationship others doing business with the Businesses;Business; and (b) without limitation of the foregoing, Sellers shall not (i) terminate or materially amend any Material Contract or enter, terminate or materially amend into a contract that would be considered a Material Contract if in force on the date hereof; (ii) waive or release any right or claim of a material value to the Business or institute or settle any Action with respect to the Business; (iii) confer with sell, license or dispose of, or create or permit to be created any Lien on, any Assets or fail to maintain the Acquirors prior to implementing material operational decisions relating to Assets in the Businesses; same condition as on the Balance Sheet Date (ordinary wear and tear excluded); (iv) keep in full force and effectissue, without amendmentcreate, all material rights relating to the Businesses; incur or assume any Indebtedness; (v) except make any change in accounting or Tax reporting principles, methods or policies; (vi) cancel or permit the lapse of any insurance policy covering the Business or any Employees or Assets; (vii) incur capital expenditures or commit to incur capital expenditures for the Business in excess of $5,000 in the aggregate; (viii) (A) terminate or engage any Employee, (B) increase the compensation payable (including wages, salaries, bonuses or any other remuneration) or to become payable to any Employee, manager or director; (C) make any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any Employee, manager or director or (D) grant or increase any rights to change in control, severance or termination payments or benefits to any Employee, manager or director; (ix) enter into any prepaid transactions (other than prepaid transactions entered into in the Ordinary Course of Business, not alter the salaries ) or other compensation paid accelerate revenue recognition or payable to any Employee; (vi) comply in all material respects with all requirements of Law and contractual obligations, in each case applicable sales for periods prior to the operation of Closing or change the Businesses; (vii) maintain all Skelaxin Books and Records and Sonata Books and Records; and (viii) cooperate in all respects with the Acquirors Business’ policies or practices with respect to the prosecution and/or issuance payment of U.S. Patent Application No. 10/104,044. accounts payable or other current liabilities or the collection of accounts receivable (b) In furtherance of and in addition to subsection (a), none including any acceleration or delay or deferral of the Elan Companies shall payment or collection thereof); (ix) except adopt any plan of merger, consolidation, reorganization, liquidation, or dissolution, or file a petition in bankruptcy under any provisions of federal or state bankruptcy Law; (xi) transfer, assign or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property used in the Business; (xii) materially change the Business, including with respect to the products or services it sells, the areas in which such products or services are sold or its marketing techniques; (xiii) pay any dividend or distribution, whether in cash or in kind, or otherwise permit the removal of any cash or other assets from Sellers other than (A) the sale of Inventory in the Ordinary Course of Business incur any Liability which would be an Assumed Liability, and (iiB) except as contemplated by this Agreement, for the Related Agreements and the Wyeth/Elan Agreements and except with the prior consent discharge of the Acquiror Parent (which consent shall not be unreasonably withheld, delayed or conditioned), enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Contract which would be an Assumed Liability or incur any Liability which would be an Assumed Liability outside Accounts Payable in the Ordinary Course of Business unless Business; (xiv) enter into any transaction (including pursuant to the executory obligation parenthetical in the preceding clause (xiii)) that would be required to be listed on Schedule 5.23 if entered into immediately prior to the part of such Elan Company in any such individual case is less than $50,000execution hereof; or (xv) contract, (iii) violate, breach commit or Default under, or take or fail agree to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or a Default under any term or provision of any material Contract, (iv) lease, license, mortgage, pledge, create on or subject to any Encumbrance (other than Permitted Encumbrances) do any of the Purchased Assets or (v) cause their respective Affiliates to transfer or grant any rights or options in or to any of the material Purchased Assets, subject to Section 8.01(c)foregoing. (c) Upon the issuance to Nevada Purchaser of the Marijuana Support License, Nevada Seller and Nevada Purchaser shall entered into a management agreement (the “Management Agreement”) containing the material terms set forth on Exhibit C. From and after the Conversion Date, the requirements of this Section 7.1 shall take into account the terms and provisions of the Management Agreement and actions taken by Nevada Purchaser pursuant to the Management Agreement shall not be deemed to be a breach by Sellers of this Section 7.1. (d) From the date hereof until the Closing, Nevada Seller shall at all times employ a general manager designated by Purchasers’ Representative. The general manager shall have the authority and responsibilities of a chief executive officer with respect to Sellers, subject only to the oversight of (i) The Elan Companies shall not sell Skelaxin prior to the Conversion Date, A. Xxxx Xxxxxxx and (ii) from and after the Conversion Date, such person as Purchasers’ Representative may designate. In the event of a vacancy in the Skelaxin Territory from general manager position for any reason (whether before or after the date Conversion Date), Nevada Seller shall hire a successor general manager designated by Purchasers’ Representative. In the event Purchasers’ Representative requests the removal of the general manager, Nevada Seller shall do so promptly in accordance with reasonable termination procedures specified by Purchasers’ Representative. The general manager shall be permitted to exercise authority over the operations of Oregon Seller to the maximum extent permitted by applicable Law, and at Purchasers’ Representative’s request, Nevada Seller shall enter into a service agreement with Oregon Seller to facilitate the exercise by the general manager of such authority. (e) Brand Seller hereby grants to Nevada Seller and Oregon Seller an exclusive (including as to Brand Seller), irrevocable, royalty free license to the Brands for use in connection with the development, manufacturing packaging, advertising, marketing, distributing and selling products within the scope of the Business as currently conducted or proposed to be conducted, including products currently distributed by Purchasers and their Affiliates, and for all activities reasonably related thereto. Such license shall terminate without further act upon the earlier of the Closing or the termination of this Agreement until the Closing Date, except in accordance with the limitations set forth on Schedule 8.01(c)(i) of the Elan Disclosure ScheduleArticle IX. (ii) The Elan Companies shall not sell Sonata in the Sonata Territory from the date of this Agreement until the Closing Date, except in accordance with the limitations set forth on Schedule 8.01(c)(ii) of the Elan Disclosure Schedule. (iii) The Elan Companies shall not sell Skelaxin outside of the Skelaxin Territory from the date of this Agreement until the Closing Date.