Common use of Proxy Statement; Stockholder Approval Clause in Contracts

Proxy Statement; Stockholder Approval. (a) As promptly as reasonably practicable and in any event not later than the twenty days following the date hereof, CIMA shall prepare and file with the SEC the proxy materials relating to the CIMA Meeting (such proxy statement, and any amendments or supplements thereto, the "Proxy Statement"). Cephalon agrees to cooperate, and to cause its Subsidiaries to cooperate, with CIMA, its counsel and its accountants, in the preparation of the Proxy Statement. CIMA shall provide Cephalon with a reasonable opportunity to review and comment on the Proxy Statement prior to filing such with the SEC, and will promptly provide Cephalon with a copy of all such filings made with the SEC. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. CIMA shall use reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the date hereof. CIMA shall, as promptly as practicable after receipt thereof, provide Cephalon copies of any written comments and advise the Cephalon of any oral comments with respect to the Proxy Statement received from the SEC. CIMA shall provide Cephalon with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will promptly provide Cephalon with a copy of all such filings made with the SEC. CIMA shall mail the Proxy Statement to its stockholders as soon as reasonably practicable after the Proxy Statement shall have been cleared by the SEC; provided, however, that CIMA shall consult and cooperate with Cephalon in determining the appropriate time for mailing the Proxy Statement in light of the date set for the CIMA Meeting. Each of Cephalon and MergerCo shall furnish all information concerning it and the holders of its capital stock as CIMA may reasonably request in connection with such actions and the preparation of the Proxy Statement. (b) CIMA will advise Cephalon, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared or any request by the SEC for amendment or supplement of the Proxy Statement. (c) Cephalon, CIMA and MergerCo each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the CIMA Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. If, at any time prior to the Effective Time, any information relating to CIMA, Cephalon, MergerCo or any of their Subsidiaries, or any of their respective Affiliates, officers or directors, should be discovered by CIMA, Cephalon or MergerCo that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of CIMA. (d) Notwithstanding any other provision in this Agreement to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement shall be made without the approval of both Cephalon and CIMA, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; provided, further, that CIMA, in connection with a Change in the CIMA Recommendation (as defined in Section 6.02(e)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change, and in such event, the right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions accurately described. A "Qualifying Amendment" means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the CIMA Recommendation, (ii) a statement of the reasons of the CIMA Board for making such Change in the CIMA Recommendation and (iii) additional information reasonably related to the foregoing.

Proxy Statement; Stockholder Approval. (a) As promptly soon as reasonably practicable and in any event not later than after the twenty days following execution of this Agreement, the date hereof, CIMA Company shall prepare and file the preliminary Proxy Statement and a Rule 13e-3 Transaction Statement on Schedule 13E-3, if applicable, (together with the SEC the proxy materials relating to the CIMA Meeting (such proxy statement, and any amendments thereof or supplements thereto, the "Proxy Statement"). Cephalon agrees to cooperate“Schedule 13E-3”) with the SEC, and shall use its reasonable efforts to cause the preliminary Proxy Statement to be cleared by the SEC and thereafter mail the Proxy Statement and all other proxy materials required in connection with such meeting to its Subsidiaries to cooperate, with CIMA, stockholders as soon as practicable. The Company shall give Parent and its counsel and its accountants, in the preparation of the Proxy Statement. CIMA shall provide Cephalon with a reasonable opportunity to review and comment on the preliminary Proxy Statement and the Schedule 13E-3, if applicable, prior to filing such its being filed with the SECSEC and shall accept all reasonable additions, and will promptly provide Cephalon with a copy of all such filings made with the SECdeletions or changes suggested by Parent in connection therewith. The Proxy Statement Company shall comply as to form in all material respects with the applicable provisions promptly notify Parent of the Exchange Act and the rules and regulations thereunder. CIMA shall use reasonable best efforts to have the Proxy Statement cleared by receipt of any comments of the SEC as promptly as practicable after the date hereof. CIMA shall, as promptly as practicable after receipt thereof, provide Cephalon copies of any written comments and advise the Cephalon of any oral comments staff with respect to the Proxy Statement received from or the SEC. CIMA shall provide Cephalon with a reasonable opportunity to review Schedule 13E-3, if applicable, and comment on of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to Parent as promptly as reasonably practicable, and in any event within one business day, copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement or the Schedule 13E-3, if applicable. If comments are received from the SEC staff with respect to the Proxy Statement or the Schedule 13E-3, if applicable, the Company shall respond as promptly as reasonably practicable to such comments. The Company shall give Parent and its counsel the opportunity to review all amendments and supplements to each of the preliminary and the definitive Proxy Statement and the Schedule 13E-3, if applicable, and all comments from the SEC and responses thereto prior to filing such their being filed with the SECSEC and shall accept all reasonable additions, and will promptly provide Cephalon with a copy of deletions or changes suggested by Parent in connection therewith. Parent shall furnish to the Company all such filings made information concerning it that the Company may reasonably request in connection with the SECProxy Statement and the Schedule 13E-3, if applicable. CIMA After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall mail file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed (including by electronic delivery if permitted) as promptly as practicable thereafter, to its stockholders of record, as of the record date established by the Board of Directors of the Company. Notwithstanding the foregoing, the Company shall not file or mail the preliminary or definitive Proxy Statement (or any amendment or supplement thereto) or respond to the comments of the SEC with respect thereto prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. Parent and the Company shall timely and properly make all necessary filings with respect to the Merger under the Securities Laws, including filings required under SEC Rule 14a-12. (b) The Company shall duly call, give notice of, convene and hold a special meeting of its stockholders (the “Stockholders’ Meeting”), to be held as soon as reasonably practicable after the Proxy Statement shall have been and the Schedule 13E-3, if applicable, are cleared by the SEC; provided, however, that CIMA shall consult for the purpose of voting upon approval and cooperate with Cephalon in determining the appropriate time for mailing the Proxy Statement in light adoption of this Agreement and approval of the date set Merger and such other related matters as it deems appropriate (the “Company Stockholder Approval) and shall use its reasonable best efforts to obtain the Company Stockholder Approval. Once the Stockholders’ Meeting has been called and noticed, the Company shall not postpone or adjourn (other than for the CIMA Meetingabsence of a quorum and then only to the next possible future date) the Stockholders’ Meeting without Parent’s consent. Each Subject to Section 10.1(g), the Board of Cephalon Directors of the Company shall submit this Agreement to its stockholders, whether or not the Board of Directors of the Company at any time changes, withdraws or modifies its Company Board Recommendation. Subject to Section 10.1(g), without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and MergerCo shall furnish all information concerning it and hold a meeting of the holders of its capital stock Company Common Stock, as CIMA may reasonably request in connection with such actions and required by this Section 8.2(b), shall not be affected by the preparation withdrawal, amendment or modification of the Proxy Statement. Company Board Recommendation and (bii) CIMA will advise Cephalon, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared or any request Company agrees that its obligations pursuant to this Section 8.2 shall not be affected by the SEC for amendment commencement, public proposal, public disclosure or supplement communication to the Company of the Proxy Statementany Acquisition Proposal or Superior Proposal. (c) Cephalon, CIMA and MergerCo each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the CIMA Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. If, at any time prior to the Effective Time, any information relating to CIMA, Cephalon, MergerCo or any of their Subsidiaries, or any of their respective Affiliates, officers or directors, should be discovered by CIMA, Cephalon or MergerCo that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, Except to the extent required by Law, an appropriate amendment provided in Section 8.2(d): (i) the Board of Directors of the Company (or supplement describing such information the Special Committee) shall be promptly filed with make the SEC and disseminated Company Board Recommendation to the stockholders at the Stockholders’ Meeting and the Board of CIMA. (d) Notwithstanding any other provision Directors of the Company shall solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and shall take all other action necessary or advisable to secure the contraryvote or Consent of the Company stockholders required by the DGCL and the Company’s certificate of incorporation and bylaws, no amendment or supplement (including by incorporation by referenceii) to the Proxy Statement shall be made without include a statement to the effect that the Board of Directors of the Company has recommended that the Company stockholders vote in favor of approval and adoption of this Agreement and approval of both Cephalon and CIMAthe Merger at the Stockholders’ Meeting, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; provided, further, that CIMA, in connection with a Change in the CIMA Recommendation (as defined in Section 6.02(e)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change, and in such event, the right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions accurately described. A "Qualifying Amendment" means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the CIMA Recommendation, (ii) a statement of the reasons of the CIMA Board for making such Change in the CIMA Recommendation and (iii) additional information reasonably related neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the foregoingCompany Board Recommendation.

Proxy Statement; Stockholder Approval. (a) As promptly Company shall duly call, give notice of, convene and hold a Stockholders’ Meeting, to be held as soon as reasonably practicable after the execution of this Agreement for the purpose of voting upon approval and adoption of this Agreement and the Merger (“Company Stockholder Approval”) and such other related matters as Company deems appropriate. The Proxy Statement shall include a statement to the effect that Company’s Board of Directors unanimously recommends that the stockholders of Company vote to adopt and approve this Agreement (the “Company Board Recommendation”) and, subject to Section 8.1(c), such Company Board Recommendation shall not be withdrawn, qualified or modified in any manner. Company shall use its reasonable best efforts to obtain the Company Stockholder Approval. Once the Stockholders’ Meeting has been called and noticed, Company shall not postpone or adjourn the Stockholders’ Meeting without the consent of Parent (other than (i) for the absence of a quorum or (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which Company believes in good faith is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by Company’s stockholders prior to the Stockholders’ Meeting). Company will use its reasonable best efforts to retain a proxy solicitor reasonably acceptable to Parent and on terms reasonably acceptable to the Company in connection with the Stockholder’s Meeting. (b) As soon as reasonably practicable after execution of this Agreement, and in any event not later than within fifteen (15) days after the twenty days following the date hereofexecution of this Agreement, CIMA Company shall prepare and file with the SEC the proxy materials relating to the CIMA Meeting (such proxy statement, and any amendments or supplements thereto, the "Proxy Statement"). Cephalon agrees to cooperate, and to cause its Subsidiaries to cooperate, with CIMA, its counsel and its accountants, in the preparation of the Proxy Statement. CIMA shall provide Cephalon with a reasonable opportunity to review and comment on the Proxy Statement prior to filing such with the SEC, and will promptly provide Cephalon with a copy of all such filings made with the SEC. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. CIMA shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the date hereof. CIMA shalland shall thereafter mail, as promptly as practicable after receipt thereofpracticable, provide Cephalon copies of any written comments and advise the Cephalon of any oral comments with respect to the Proxy Statement received from the SECand all other proxy materials for such meeting to its stockholders. CIMA The Parent and its counsel shall provide Cephalon with be given a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will promptly provide Cephalon with a copy of all such filings made with the SEC. CIMA shall mail the Proxy Statement to its stockholders as soon as reasonably practicable after the Proxy Statement shall have been cleared by the SEC; provided, however, that CIMA shall consult and cooperate with Cephalon in determining the appropriate time for mailing the Proxy Statement in light of the date set for the CIMA Meeting. Each of Cephalon and MergerCo shall furnish all information concerning it and the holders of its capital stock as CIMA may reasonably request in connection with such actions and the preparation of the Proxy Statement. (b) CIMA will advise Cephalon, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared or any request by the SEC for amendment or supplement of the Proxy Statement. (c) Cephalon, CIMA and MergerCo each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in upon the Proxy Statement and any amendment or supplement thereto will, at and any such correspondence prior to its filing with the date of mailing SEC or dissemination to stockholders the Company’s stockholders. Parent shall furnish to Company all information concerning Parent and at Sub that Company may reasonably request in connection with such Proxy Statement. The Proxy Statement and all other documents that Company is responsible for filing with the time SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the CIMA MeetingSecurities Laws and the rules and regulations thereunder. (c) The Company Board Recommendation may be withdrawn, contain any untrue statement qualified or modified by Company’s Board of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinDirectors if and only if, in the light of the circumstances under which such statement was made, not misleading. If, at any time prior to the Effective TimeCompany Stockholder Approval, any information relating all of the following conditions are met: (i) Company receives an Acquisition Proposal from a third party; (ii) Company’s Board of Directors determines in good faith (based upon the advice of the Company Financial Advisor and the Company’s outside counsel) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to CIMAwithdraw, Cephalon, MergerCo qualify or modify the Company Board Recommendation would be inconsistent with the Board of Directors’ fiduciary duties to Company’s stockholders under applicable Law; (iii) Company promptly provides Parent with written notice that Company has received such Superior Proposal setting forth the identity of the Person making such Superior Proposal and the material terms and conditions of such Superior Proposal and including a copy of the Superior Proposal and all related documentation; (iv) Company negotiates in good faith with Parent for a period of at least five (5) business days to revise the terms and conditions of this Agreement such that the Superior Proposal no longer constitutes a Superior Proposal; and (v) neither Company nor any of their its Company Subsidiaries, Affiliates or Representatives have violated any provisions of their respective Affiliates, officers or directors, should be discovered by CIMA, Cephalon or MergerCo that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of CIMASection 8.2. (d) Notwithstanding any other provision anything to the contrary in this Agreement and unless this Agreement is terminated in accordance with its terms, the obligation of Company to call, give notice of, convene and hold a Stockholders’ Meeting under Section 8.1(a) and to submit this Agreement for adoption by Company’s stockholders shall not be waived, limited or otherwise modified or affected in any way by the contrarycommencement, no amendment disclosure, announcement or supplement submission of any Acquisition Proposal (including a Superior Proposal) or by incorporation by referencethe withdrawal, qualification or modification of the Company Board Recommendation, and Company shall not submit any Acquisition Proposal (other than this Agreement) to the Proxy Statement shall be made without the approval vote of both Cephalon and CIMA, which approval shall not be unreasonably withheld Company’s stockholders or delayed; provided that with respect to documents filed recommend any such Acquisition Proposal for adoption by a party which are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; provided, further, that CIMA, in connection with a Change in the CIMA Recommendation (as defined in Section 6.02(e)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change, and in such event, the right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions accurately described. A "Qualifying Amendment" means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the CIMA Recommendation, (ii) a statement of the reasons of the CIMA Board for making such Change in the CIMA Recommendation and (iii) additional information reasonably related to the foregoingCompany’s stockholders.

Proxy Statement; Stockholder Approval. (ai) As promptly as reasonably practicable and in any event not later than the twenty days following the date hereof, CIMA The Company shall use its best efforts to prepare and file with the SEC the proxy materials relating to the CIMA Meeting (such proxy statement, and any amendments or supplements thereto, the "Proxy Statement"). Cephalon agrees to cooperate, and to cause its Subsidiaries to cooperate, with CIMA, its counsel and its accountants, in the preparation of the Proxy Statement. CIMA shall provide Cephalon with a reasonable opportunity to review and comment on the Proxy Statement prior to filing such with the SEC, and will promptly provide Cephalon with a copy of all such filings made with the SEC. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. CIMA shall use reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the date hereof but in no event later than 15 days after the date hereof, preliminary proxy materials, substantially in the form that has been previously reviewed and reasonably approved by SAC and Xxxxxxx Xxxx & Xxxxx LLP with respect to a special or annual meeting of the stockholders of the Company (the “Stockholder Meeting”), which the Company shall use its reasonable best efforts to hold by no later than February 20, 2005, and which shall be held not later than March 20, 2005 (the “Stockholder Meeting Deadline”), for the purpose of approving resolutions (the “Transaction Resolutions”) providing for (A) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market and (B) the increase in the authorized Class A Common Stock from 60,000,000 shares to 150,000,000 shares (such affirmative approval being referred to herein as the “Stockholder Approval”). CIMA shallThereafter, the Company shall as promptly as practicable after receipt thereofpossible file with the SEC the definitive proxy statement, provide Cephalon copies of substantially in the form that has been previously reviewed and reasonably approved by SAC and Xxxxxxx Xxxx & Xxxxx LLP. The proxy materials shall not contain any written comments and advise information concerning any Buyer without such Buyer’s consent. The proxy materials at the Cephalon of any oral comments with respect to the Proxy Statement received from the SEC. CIMA shall provide Cephalon with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such time they are filed with the SEC, and will promptly provide Cephalon with a copy of all such filings made with the SEC. CIMA shall mail the Proxy Statement to its stockholders or as soon as reasonably practicable after the Proxy Statement shall have been cleared by the SEC; provided, however, that CIMA shall consult and cooperate with Cephalon in determining the appropriate time for mailing the Proxy Statement in light of the date set for the CIMA Meeting. Each of Cephalon and MergerCo shall furnish all information concerning it and the holders of its capital stock as CIMA may reasonably request in connection with such actions and the preparation of the Proxy Statement. (b) CIMA will advise Cephalon, promptly after it receives notice last amendment thereof, of the time when the Proxy Statement has been cleared or any request by the SEC for amendment or supplement of the Proxy Statement. (c) Cephalonif amended after filing, CIMA and MergerCo each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the CIMA Meeting, shall not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. If, at any time prior to the Effective Time, any information relating to CIMA, Cephalon, MergerCo or any of their Subsidiaries, or any of their respective Affiliates, officers or directors, should be discovered by CIMA, Cephalon or MergerCo that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The Company shall provide each stockholder entitled to vote at the Stockholder Meeting a proxy statement and the Company shall use its best efforts to solicit its the stockholders’ approval of the Transaction Resolutions (which best efforts shall include, without limitation, the party which discovers requirement to hire a reputable proxy solicitor) and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Transaction Resolutions. The Company shall be obligated to obtain the Stockholder Approval by the Stockholder Meeting Deadline. (iii) If the Company calls a special (or annual) meeting of stockholders pursuant to this Section 4, neither prior to nor at such information meeting shall promptly notify the Company put forth any matter, other party hereto andthan approving the Transaction Resolutions, to the extent required by Lawholders of Class A Common Stock or any other voting securities of the Company for their approval without the prior written consent (such consent not to be unreasonably withheld) of the Majority Buyers, except that the Company may include in any meeting a proposal regarding the election of directors and a proposal regarding the adoption of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated employee stock incentive plan in a form reasonably acceptable to the stockholders of CIMAMajority Buyers. (div) Notwithstanding any other provision anything in this Agreement Section 4(o) to the contrary, no amendment or supplement (including the Company may satisfy its obligations in this Section 4(o) by incorporation obtaining the Stockholder Approval of the Transaction Resolutions by reference) to written consent in accordance with applicable law and the Proxy Statement shall be made without Company’s governing documents and the approval filing of both Cephalon an information statement with the SEC, with such consent and CIMA, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference information statement substantially in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; provided, further, form that CIMA, in connection with a Change in the CIMA Recommendation (as defined in Section 6.02(e)), may amend or supplement the Proxy Statement (including has been previously reviewed by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change, SAC and in such event, the right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions accurately described. A "Qualifying Amendment" means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the CIMA Recommendation, (ii) a statement of the reasons of the CIMA Board for making such Change in the CIMA Recommendation and (iii) additional information reasonably related to the foregoingXxxxxxx Xxxx & Xxxxx LLP.

Proxy Statement; Stockholder Approval. (a) As promptly The Company shall, as reasonably soon as practicable and in any event not later than the twenty days following the date hereofof this Agreement, CIMA shall prepare and file with the SEC the proxy materials relating to the CIMA Meeting Proxy Statement in preliminary form (such proxy statement, provided that Acquisition LLC and any amendments or supplements thereto, the "Proxy Statement"). Cephalon agrees to cooperate, and to cause its Subsidiaries to cooperate, with CIMA, its counsel and its accountants, in the preparation of the Proxy Statement. CIMA shall provide Cephalon with a reasonable be given opportunity to review and comment on the Proxy Statement prior to its filing such with the SEC), and will the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto; provided, that Acquisition LLC shall cooperate and promptly provide Cephalon with a copy any information about Acquisition LLC to be included in the Proxy Statement or as may be reasonably required to respond to any comment of all such filings made with the SEC. The Company shall notify Acquisition LLC promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall comply supply Acquisition LLC with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to the date of the Company Stockholders' Meeting (as hereinafter defined) there shall occur any event that should be set forth in an amendment or supplement to form the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement; provided, that the Company shall give Acquisition LLC and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the SEC prior to their being filed with or sent to the SEC; provided, further that if there should occur any event to Acquisition LLC that should be set forth in an amendment or supplement to the Proxy Statement, Acquisition LLC shall promptly notify Company of such event and cooperate and promptly provide any information reasonably required to be included in such amendment or supplement. After all material respects the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall file with the applicable provisions of SEC the Exchange Act definitive Proxy Statement and the rules and regulations thereunder. CIMA Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly soon thereafter as practicable after practicable. The Company shall cause the date hereof. CIMA shall, Proxy Statement to be mailed to record holders of Common Stock as promptly as practicable after receipt thereofclearance by the SEC. (b) Notwithstanding the foregoing, provide Cephalon copies of any written comments and advise the Cephalon of any oral comments with respect (i) subject to Section 6.2(a), the Proxy Statement received shall contain the recommendation of the Company's Board of Directors, acting upon the recommendation of the Independent Committee, that the shareholders of the Company vote to adopt and approve this Agreement, the Merger and the transactions contemplated hereby and (ii) if there shall have been publicly announced an alternative Acquisition Proposal (as hereinafter defined) and if requested to do so by Acquisition LLC at any time prior to the Company Stockholders' Meeting, the Company's Board of Directors, acting upon the recommendation of the Independent Committee, shall within a reasonable period of time following such request but consistent with the discharge of its fiduciary duties (and prior to the Company Stockholders' Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the shareholders of the Company accept an alternative Acquisition Proposal, unless the Company's Board of Directors or the Independent Committee, as the case may be, determines in good faith and has been advised by its outside counsel that such reaffirmation or announcement could reasonably be expected to result in a breach of its fiduciary duties under applicable law and unless such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders' Meeting. The Company shall use its reasonable best efforts (through its agents or otherwise) to solicit from the SECholders of the Common Stock proxies in favor of the Merger, this Agreement and the transactions contemplated hereby and take all other lawful action reasonably necessary to secure stockholder approval of the Merger, this Agreement and the transactions contemplated hereby. (c) The Company shall, as soon as practicable following the date of execution of this Agreement, duly call, give notice of, convene and hold a meeting of all of its shareholders for the purpose of seeking their approval of this Agreement and the Merger (the "Company Stockholders' Meeting"). CIMA The Company's Board of Directors, acting upon the recommendation of the Independent Committee, shall provide Cephalon recommend to its shareholders that they adopt and approve this Agreement and the Merger and include such recommendation in the Proxy Statement, unless the Independent Committee shall have determined in good faith, after having been advised by outside legal counsel and AH&H, that such recommendation could reasonably be expected to result in a breach of its fiduciary duties under applicable law. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.1(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or the withdrawal or modification by either the Company's Board of Directors or the Independent Committee of its approval or recommendation of this Agreement or the Merger. (d) Acquisition LLC shall, as soon as practicable following the date of this Agreement, prepare and, together with a reasonable the Company, file with the SEC the Schedule 13E-3 (provided that the Company and its counsel shall be given opportunity to review and comment on any amendment or supplement to the Proxy Statement Schedule 13E-3 prior to its filing such with the SEC), and will promptly provide Cephalon with a copy of all such filings made Acquisition LLC, together with the SEC. CIMA Company, shall mail the Proxy Statement use its best efforts to its stockholders respond as soon promptly as reasonably practicable after the Proxy Statement shall have been cleared by the SEC; provided, however, that CIMA shall consult and cooperate with Cephalon in determining the appropriate time for mailing the Proxy Statement in light to any comments of the date set for SEC with respect thereto. Acquisition LLC shall notify the CIMA Meeting. Each of Cephalon and MergerCo shall furnish all information concerning it and the holders of its capital stock as CIMA may reasonably request in connection with such actions and the preparation Company of the Proxy Statement. (b) CIMA will advise Cephalon, promptly after it receives notice thereof, receipt of any comments from the time when the Proxy Statement has been cleared SEC or its staff and of any request by the SEC or its staff for amendment amendments to the Schedule 13E-3 or supplement for additional information and shall supply the Company with copies of all correspondence between Acquisition LLC or any of its representatives, on the Proxy Statement. (c) Cephalonone hand, CIMA and MergerCo each agreesthe SEC or its staff, as on the other hand, with respect to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the CIMA Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleadingSchedule 13E-3. If, If at any time prior to the Effective Time, Company Stockholders' Meeting there shall occur any information relating to CIMA, Cephalon, MergerCo or any of their Subsidiaries, or any of their respective Affiliates, officers or directors, should be discovered by CIMA, Cephalon or MergerCo event that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinSchedule 13E-3, in light of the circumstances under which they were made, not misleading, the party which discovers such information Acquisition LLC shall promptly notify the other party hereto prepare and, to together with the extent required by LawCompany, an appropriate amendment or supplement describing such information shall be promptly filed file with the SEC and disseminated to the stockholders of CIMA. (d) Notwithstanding any other provision in this Agreement to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement shall be made without the approval of both Cephalon and CIMA, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operationssuch amendment; provided, further, that CIMA, in connection Acquisition LLC shall give the Company and its counsel the opportunity to review all amendments and supplements to the Schedule 13E-3 and all responses to requests for additional information and replies to comments of the SEC prior to their being filed with a Change or sent to the SEC and the Company shall provide Acquisition LLC with such information about it as may be required to be included in the CIMA Recommendation (Schedule 13E-3 or as defined in Section 6.02(e)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant be reasonably required to a Qualifying Amendment (as defined below) respond to effect such a Change, and in such event, the right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions accurately described. A "Qualifying Amendment" means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the CIMA Recommendation, (ii) a statement any comment of the reasons of the CIMA Board for making such Change in the CIMA Recommendation and (iii) additional information reasonably related to the foregoingSEC.

Proxy Statement; Stockholder Approval. (a) 6.10.1 As promptly as reasonably practicable and in any event not later than the twenty days following after the date hereof, CIMA the Parent shall prepare a preliminary Proxy Statement and, within five (5) days after the date hereof Parent shall distribute to Purchaser and its legal counsel a draft of such preliminary Proxy Statement. Parent shall furnish all information concerning itself and its affiliates that is required to be included in the Proxy Statement or, to the extent applicable, the Other Filings, and Purchaser shall furnish all information concerning itself that is required to be included in the Proxy Statement or, to the extent applicable, the Other Filings. Purchaser and its legal counsel shall be given a reasonable opportunity to review and comments on the preliminary Proxy Statement prior to same being filed with the SEC, and reasonable consideration will be given by Parent to any comments on the draft preliminary Proxy Statement made by Purchaser or its legal counsel. Following consultation with Purchaser, Parent shall file with the SEC the proxy materials preliminary Proxy Statement in form and content reasonably satisfactory to Parent and Purchaser, relating to the CIMA Meeting meeting of Parent’s stockholders (such proxy statement, the “Stockholders’ Meeting”) to be held to consider approval and adoption of the transactions (the “Proposals”) contemplated by this Agreement. Parent shall promptly notify Purchaser upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall promptly provide Purchaser with copies of all correspondence between Parent and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating solely to Seller or Parent included in the Proxy Statement or the Other Filings. Each of Parent and Purchaser shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement or the Other Filings. Notwithstanding anything to the contrary stated in this Section 6.11, prior to filing or mailing the Proxy Statement or filing the Other Filings (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the "Proxy Statement"). Cephalon agrees to cooperate, and to cause its Subsidiaries to cooperate, with CIMA, its counsel and its accountants, in the preparation of the Proxy Statement. CIMA Parent shall provide Cephalon with Purchaser a reasonable opportunity to review and comment on such document or response and will in good faith consider such comments, and to the extent practicable, Parent will provide Purchaser with the opportunity to participate in any substantive calls between Parent or any of its representatives and the SEC concerning the Proxy Statement. Parent shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement prior to filing such with the SECbe mailed to its stockholders of record, and will promptly provide Cephalon with a copy of all such filings made with the SEC. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. CIMA shall use reasonable best efforts record date to have the Proxy Statement cleared be established by the SEC as promptly as practicable after board of directors of the date hereof. CIMA shallParent, as promptly as practicable after (but in no event later than five (5) Business Days) following the earlier to occur of: (a) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Securities Exchange Act of 1934, as amended; or (b) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt thereofof oral or written notification of the completion of the review by the SEC. The Parent shall call and hold the Stockholders’ Meeting as promptly as practicable for the purpose of voting upon the Proposals, provide Cephalon copies and the Parent shall use its commercially reasonable efforts to hold the Stockholders’ Meeting within 20 days following date the Proxy Statement is mailed to the stockholders of the Parent. 6.10.2 Subject to this Agreement, (i) the Parent shall take all lawful action to solicit proxies in favour of the Proposals and to obtain the Stockholder Approval at the Stockholders’ Meeting, and shall take all other action necessary or advisable to secure the required vote or consent of its stockholders therefor and (ii) the Parent Board will recommend to the Parent Stockholders that they vote in favor of the Proposals and will include in the Proxy Statement a statement to such effect (the “Parent Board Recommendation”). 6.10.3 From the date of the Proxy Statement until the Closing, Parent shall not make a Change in Recommendation. 6.10.4 The Parent and the Purchaser shall each promptly notify the other Party if, at any written comments and advise time before the Cephalon of any oral comments with respect Closing, either becomes aware that the Proxy Statement contains a material misrepresentation, or that an amendment or supplement to the Proxy Statement received from is otherwise required and the SEC. CIMA Parent and the Purchaser shall provide Cephalon with a reasonable opportunity to review and comment on co-operate in the preparation of any amendment or supplement to the Proxy Statement prior to filing such with the SECas required or appropriate, and will the Parent shall promptly provide Cephalon with a copy of all such filings made with the SEC. CIMA shall mail the Proxy Statement to its stockholders as soon as reasonably practicable after the Proxy Statement shall have been cleared by the SEC; provided, however, that CIMA shall consult and cooperate with Cephalon in determining the appropriate time for mailing the Proxy Statement in light of the date set for the CIMA Meeting. Each of Cephalon and MergerCo shall furnish all information concerning it and the holders of its capital stock as CIMA may reasonably request in connection with such actions and the preparation of the Proxy Statement. (b) CIMA will advise Cephalon, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared or otherwise publicly disseminate any request by the SEC for amendment or supplement of the Proxy Statement. (c) Cephalon, CIMA and MergerCo each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the CIMA Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. If, at any time prior to the Effective Time, any information relating to CIMA, Cephalon, MergerCo or any of their Subsidiaries, or any of their respective Affiliates, officers or directors, should be discovered by CIMA, Cephalon or MergerCo that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light stockholders of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto Parent and, if required by Law, file the same with the SEC as required and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of CIMA. (d) Notwithstanding any other provision in this Agreement to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement shall be made without the approval of both Cephalon and CIMA, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; provided, further, that CIMA, in connection with a Change in the CIMA Recommendation (as defined in Section 6.02(e)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change, Parent and in such eventcircumstances, the right date of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, Stockholders’ Meeting will be postponed if and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions accurately described. A "Qualifying Amendment" means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the CIMA Recommendation, (ii) a statement of the reasons of the CIMA Board for making such Change in the CIMA Recommendation and (iii) additional information reasonably related to the foregoingrequired by applicable Law.

Proxy Statement; Stockholder Approval. (a) As promptly soon as reasonably practicable after the execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC, shall use its reasonable efforts to cause the Proxy Statement to be cleared by the SEC and thereafter mail the Proxy Statement and all other proxy materials required in any connection with such meeting to its stockholders as soon as practicable; provided that the Proxy Statement shall in no event not be filed later than the twenty days twentieth (20th) calendar day following the date hereof, CIMA . The Company shall prepare give Parent and file with the SEC the proxy materials relating to the CIMA Meeting (such proxy statement, and any amendments or supplements thereto, the "Proxy Statement"). Cephalon agrees to cooperate, and to cause its Subsidiaries to cooperate, with CIMA, its counsel and its accountants, in the preparation of the Proxy Statement. CIMA shall provide Cephalon with a reasonable opportunity to review and comment on the Proxy Statement prior to filing such its being filed with the SEC, SEC and will promptly provide Cephalon with a copy of all such filings made with shall give Parent and its counsel the SEC. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. CIMA shall use reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the date hereof. CIMA shall, as promptly as practicable after receipt thereof, provide Cephalon copies of any written comments and advise the Cephalon of any oral comments with respect to the Proxy Statement received from the SEC. CIMA shall provide Cephalon with a reasonable opportunity to review and comment on any amendment or supplement all amendments and supplements to the Proxy Statement and all comments from the SEC and responses thereto prior to filing such with the SEC, and will promptly provide Cephalon with a copy of all such filings made their being filed with the SEC. CIMA In connection with the Proxy Statement, Parent shall mail furnish and shall cause its Subsidiaries and Affiliates to furnish to the Company all information concerning it and them that the Company may reasonably request in connection with the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement shall be made by the Company or Parent without the prior consent of the other Party, such consent not to be unreasonably withheld. Parent and the Company shall timely and properly make all necessary filings with respect to the Merger under the Securities Laws, including filings required under SEC Rule 14a-12. (b) Except to the extent that the Company’s Board of Directors has made a Change in Recommendation as provided in Section 8.2(d), the Company shall duly call, give notice of, convene and hold a special meeting of its stockholders (the “Stockholders’ Meeting”), to be held as soon as reasonably practicable after the Proxy Statement shall have been is cleared by the SEC; provided, however, that CIMA for the purpose of voting upon approval and adoption of this Agreement and approval of the Merger (the “Company Stockholder Approval”) and such other related matters as it deems appropriate and shall consult and cooperate with Cephalon in determining use its reasonable efforts to obtain the appropriate time for mailing Company Stockholder Approval. The Company shall give notice of the Stockholders’ Meeting within ten (10) calendar days of clearance of the Proxy Statement in light of the date set for the CIMA Meeting. Each of Cephalon and MergerCo shall furnish all information concerning it and the holders of its capital stock as CIMA may reasonably request in connection with such actions and the preparation of the Proxy Statement. (b) CIMA will advise Cephalon, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared or any request by the SEC for amendment or supplement of the Proxy StatementSEC. (c) Cephalon, CIMA and MergerCo each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the CIMA Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. If, at any time prior to the Effective Time, any information relating to CIMA, Cephalon, MergerCo or any of their Subsidiaries, or any of their respective Affiliates, officers or directors, should be discovered by CIMA, Cephalon or MergerCo that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, Except to the extent required by Law, an appropriate amendment or supplement describing such information provided in Section 8.2(d): (i) the Board of Directors of the Company shall be promptly filed with recommend that the SEC Company stockholders vote in favor of the approval and disseminated to the stockholders adoption of CIMA. (d) Notwithstanding any other provision in this Agreement to and approval of the contrary, no amendment or supplement Merger at the Stockholders’ Meeting; (including by incorporation by referenceii) to the Proxy Statement shall be made without include a statement to the effect that the Board of Directors of the Company has recommended that the Company stockholders vote in favor of approval and adoption of this Agreement and approval of both Cephalon and CIMA, which approval shall not be unreasonably withheld or delayedthe Merger at the Stockholders’ Meeting; provided that with respect to documents filed by a party which are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; provided, further, that CIMA, in connection with a Change in the CIMA Recommendation (as defined in Section 6.02(e)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change, and in such event, the right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions accurately described. A "Qualifying Amendment" means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the CIMA Recommendation, (ii) a statement of the reasons of the CIMA Board for making such Change in the CIMA Recommendation and (iii) additional information reasonably related neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent or Merger Sub or the foregoingadoption of this Agreement, the recommendation of the Board of Directors that the Company stockholders vote in favor of approval and adoption of this Agreement and approval of the Merger.