Common use of Regarding the Arrangement Clause in Contracts

Regarding the Arrangement. (1) Subject to the terms and conditions of this Agreement, Phivida shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Phivida or any of its Subsidiaries under this Agreement, cooperate with Choom in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Choom, acting reasonably, and without paying, and without committing itself or Choom to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Choom, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choom) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time; (g) comply with CSE requirements relevant to this Agreement; and (h) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement. (2) Subject to the terms and conditions of this Agreement, Choom shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Choom or any of its Subsidiaries under this Agreement, cooperate with Phivida in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phivida, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options; (h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; (i) comply with CSE requirements relevant to this Agreement; and (j) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement. (3) Each of the Parties shall promptly, and in any event within two (2) Business Days of each of the following, notify the other Party of: (a) any notice or other communication from any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (ii) that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Party as a result of this Agreement or the Arrangement; and (b) any notice or other communication from any Governmental Entity in connection with this Agreement (and such Party shall contemporaneously provide a copy of any such written notice or communication to the other Party).

Regarding the Arrangement. (1) Subject to the terms and conditions of this Agreementapplicable Law, Phivida shall, and Corporation shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by Phivida or any of its Subsidiaries it under this Agreement, cooperate with Choom Purchaser in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate and or make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida shall and, where appropriate, shall cause each of its Subsidiaries toCorporation shall: (a) use its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable required to be obtained under its the Material Contracts or the Real Property Leases in connection with the Arrangement or (ii) required in order to maintain its the Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Choom, acting reasonablyPurchaser, and without paying, and without committing itself or Choom Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonablyPurchaser; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Choom, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable best efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser; (c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement; (d) use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement; (e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser; (f) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or any of its Subsidiaries with respect to this Agreement or the Arrangement;; and (eg) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choom) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time; (g) comply with CSE requirements relevant to this Agreement; and (h) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement. (2) Subject to the terms and conditions of this Agreement, Choom shall, and Purchaser shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by Choom or any of its Subsidiaries it under this Agreement, cooperate with Phivida Corporation in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom shall and, where appropriate, shall cause each of its Subsidiaries toPurchaser shall: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phivida, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable best efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (db) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement; (c) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (ed) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options; (h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; (i) comply with CSE requirements relevant to this Agreement; and (je) use commercially reasonable efforts promptly notify Corporation in writing of any Legal Proceeding commenced or, to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreement. (3) Each Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the Parties transactions contemplated by this Agreement as violative of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall promptlynot have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, and in execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any event within two (2) Business Days assets or categories of each assets of Purchaser or any of its affiliates or of the followingCorporation or any of its affiliates, (ii) the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares. (4) Corporation shall promptly notify the other Party Purchaser of: (a) the occurrence of any Material Adverse Effect after the date hereof; (b) any notice or other communication from (i) any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (ii) any counterparty to a Material Contract that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Party Corporation or any of its Subsidiaries as a result of the Arrangement or this Agreement or the Arrangement; andAgreement; (bc) any written notice or other material written communication from any Governmental Entity in connection with this Agreement (and such Party and, subject to Law, Corporation shall contemporaneously provide a copy of any such written notice or communication to Purchaser); (d) any notice or other communication from any supplier or licensor of Intellectual Property Rights to the other Party)effect that such Person is terminating or is otherwise adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of this Agreement or the Arrangement; (e) any written communication from any Governmental Entity in connection with the Corporation Owned Registered IP; or (f) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of its Subsidiaries or any of their respective assets.

Regarding the Arrangement. (1) Subject The Company shall use its commercially reasonable efforts to the terms and conditions of this Agreement, Phivida shall, and shall take or cause its Subsidiaries to, perform all obligations required to be performed by Phivida taken all actions and to do or any of its Subsidiaries cause to be done all things necessary, proper or advisable under this Agreement, cooperate with Choom in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable Law to consummate and make effective, the Arrangement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida shall and, where appropriate, shall cause each of its Subsidiaries toincluding: (a) use using its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required, including the Key Consents: (i) necessary or advisable to be obtained under its the Material Contracts in connection with the Arrangement Arrangement; or (ii) required in order to maintain its the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Choom, acting reasonablythe Purchaser, and without paying, and without committing itself or Choom the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonablythe Purchaser; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvalsto, and providing or submitting all documentation and information that is requiredon prior written approval of the Purchaser, or in the reasonable opinion of Choom, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (dc) carry carrying out the terms of the Interim Order and the Final Order applicable to it and comply promptly complying with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (ed) not take taking any action, or refrain refraining from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choom) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time; (g) comply with CSE requirements relevant to this Agreement; and (he) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement. (2) Subject to the terms and conditions of this Agreement, Choom shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Choom or any of its Subsidiaries under this Agreement, cooperate with Phivida in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain provide the Purchaser with all such Regulatory Approvals, information concerning the Company and providing or submitting all documentation and information that is required, or in its Subsidiaries as may be requested by the reasonable opinion of Phivida, advisable, Purchaser in connection with obtaining such Regulatory Approvals;financings pursued by the Purchaser. (c2) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect The Company shall promptly notify the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;Purchaser of: (da) carry out the terms any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or facts which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangementhave a Material Adverse Effect; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options; (h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; (i) comply with CSE requirements relevant to this Agreement; and (j) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement. (3) Each of the Parties shall promptly, and in any event within two (2) Business Days of each of the following, notify the other Party of: (ab) any notice or other communication from any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (ii) that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Party as a result of this Agreement or the Arrangement; and; (bc) any notice or other communication from any customer alleging a material defect or claim in respect of any products supplied or sold by the Company or its Subsidiaries to such customer; (d) any notice or other communication from any Governmental Entity in connection with this Agreement (and such Party the Company shall contemporaneously provide a copy of any such written notice or communication to the other PartyPurchaser); or (e) any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company.

Regarding the Arrangement. (1) Subject to the terms and conditions of this Agreement, Phivida shall, and The Company shall take or cause its Subsidiaries to, perform all obligations required to be performed by Phivida taken all actions and to do or any of its Subsidiaries cause to be done all things necessary, proper or advisable under this Agreement, cooperate with Choom in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable Law to consummate and make effective, the Arrangement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida shall and, where appropriate, shall cause each of its Subsidiaries toincluding: (a) use using its reasonable best efforts to obtain the Required Approval, including submitting the Arrangement Resolution for approval by the Company Shareholders at the Company Meeting; (b) using its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (iA) necessary or advisable to be obtained under its the Material Contracts in connection with the Arrangement or (iiB) required in order to maintain its the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Choom, acting reasonablyPurchaser Parent and the Purchaser, and without paying, and without committing itself or Choom the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonably; (b) prepare Purchaser Parent and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Choom, advisable, in connection with obtaining such Regulatory ApprovalsPurchaser; (c) use using its commercially reasonable best efforts to to, on prior written approval of the Purchaser or Purchaser Parent, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry carrying out the terms of the Interim Order and the Final Order applicable to it and comply complying promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;; and (e) not take taking any action, or refrain refraining from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choom) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time; (g) comply with CSE requirements relevant to this Agreement; and (h) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement. (2) Subject to The Company shall promptly notify Purchaser Parent and the terms and conditions of this Agreement, Choom shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Choom or any of its Subsidiaries under this Agreement, cooperate with Phivida in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom shall and, where appropriate, shall cause each of its Subsidiaries toPurchaser of: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its any Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phivida, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or facts which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangementhave a Material Adverse Effect; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options; (h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; (i) comply with CSE requirements relevant to this Agreement; and (j) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement. (3) Each of the Parties shall promptly, and in any event within two (2) Business Days of each of the following, notify the other Party of: (ab) any notice or other communication from any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (c) (i) any written notice or other communication received by it from any third party, subsequent to the date of this Agreement and prior to the Effective Time, alleging any material breach of or default under (A) any Material Contract to which the Company or any of its Subsidiaries is a party or (B) any other Contract to which the Company or any of its Subsidiaries is a party, the breach of or default under which would reasonably be expected to result in liability that is material to the Company and its Subsidiaries, taken as a whole, or (ii) any written notice or other communication received by the Company or any of its Subsidiaries from any third party, subsequent to the date of this Agreement and prior to the Effective Time, alleging that the consent or waiver of such third party is or may be required in connection with the Arrangement; (d) any notice or other communication from any third party supplier, marketing partner, licensor of Intellectual Property or Software, customer, distributor or reseller to the effect that such Person supplier, marketing partner, licensor of Intellectual Property or Software, customer, distributor or reseller is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Party Company or any of its Subsidiaries as a result of this Agreement or the Arrangement; and; (be) any notice or other communication from any Governmental Entity in connection with this Agreement (and such Party the Company shall contemporaneously provide a copy of any such written notice or communication to Purchaser Parent and the other PartyPurchaser); or (f) any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company.

Regarding the Arrangement. (1) Subject The Company shall use its commercially reasonable efforts to the terms and conditions of this Agreement, Phivida shall, and shall take or cause its Subsidiaries to, perform all obligations required to be performed by Phivida taken all actions and to do or any of its Subsidiaries cause to be done all things necessary, proper or advisable under this Agreement, cooperate with Choom in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable Law to consummate and make effective, the Arrangement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida shall and, where appropriate, shall cause each of its Subsidiaries toincluding: (a) use using its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (iiA) required in order to maintain its be obtained under the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Choom, acting reasonably, and without paying, and without committing itself or Choom to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonably;Co... (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvalsto, and providing or submitting all documentation and information that is requiredon prior written approval of the Purchaser, or in the reasonable opinion of Choom, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;th... (dc) carry carrying out the terms of the Interim Order and the Final Order applicable to it and comply complying promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; ; and (ed) not take taking any action, or refrain refraining from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choom) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time; (g) comply with CSE requirements relevant to this Agreement; and (h) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement.... (2) Subject to The Company shall promptly notify the terms and conditions of this Agreement, Choom shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Choom or any of its Subsidiaries under this Agreement, cooperate with Phivida in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom shall and, where appropriate, shall cause each of its Subsidiaries toPurchaser of: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its any Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phivida, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or facts which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; have a Material Adverse Effect; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options; (h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; (i) comply with CSE requirements relevant to this Agreement; and (j) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement. (3) Each of the Parties shall promptly, and in any event within two (2) Business Days of each of the following, notify the other Party of: (ab) any notice or other communication from any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or ; (ii) that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Party as a result of this Agreement or the Arrangement; and (bc) any notice or other communication from any Governmental Entity in connection with this Agreement (and such Party shall contemporaneously provide a copy supplier, marketing partner, licensor of any such written notice Intellectual Property Rights or communication Technology, customer, distributor or reseller to the other Party).effect that such supplier, marketing partner, licensor of Intellectual Propert...

Regarding the Arrangement. (1) Subject to the terms and conditions of this Agreement, Phivida shall, and Corporation shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by Phivida or any of its Subsidiaries it under this Agreement, cooperate with Choom Purchaser in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate and or make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida shall and, where appropriate, shall cause each of its Subsidiaries toCorporation shall: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable required to be obtained under its the Material Contracts or the Real Property Leases in connection with the Arrangement or (ii) required in order to maintain its the Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Choom, acting reasonablyPurchaser, and without paying, and without committing itself or Choom Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonablyPurchaser; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Choom, advisable, other than in connection with obtaining such the Regulatory Approvals; (c) , which shall be governed by the provision of Section 4.3, use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of Purchaser; (c) use its commercially reasonable efforts to satisfy all conditions precedents in this Agreement; (d) other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provision of Section 4.3, use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement; (e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.7 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable efforts to assist in effecting the resignations of each of Corporation's and each of its Subsidiaries' respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser; (f) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or any of its Subsidiaries with respect to this Agreement or the Arrangement;; and (eg) not take any action, or refrain refraining from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choom) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time; (g) comply with CSE requirements relevant to this Agreement; and (h) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement. (2) Subject to the terms and conditions of this Agreement, Choom shall, and Purchaser shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by Choom or any of its Subsidiaries it under this Agreement, cooperate with Phivida Corporation in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom shall and, where appropriate, shall cause each of its Subsidiaries toPurchaser shall: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phivida, advisable, than in connection with obtaining such the Regulatory Approvals; (c) , which shall be governed by the provision of Section 4.3, use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (db) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement; (c) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;; and (ed) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options; (h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; (i) comply with CSE requirements relevant to this Agreement; and (j) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement. (3) Each of the Parties Corporation shall promptly, and in any event within two (2) Business Days of each of the following, promptly notify the other Party Purchaser of: (a) the occurrence of any Material Adverse Effect after the date hereof; (b) any notice or other communication from (i) any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (ii) any counterparty to a Material Contract that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Party Corporation or any of its Subsidiaries as a result of the Arrangement or this Agreement or the Arrangement; andAgreement; (bc) any material written notice or other material written communication from any Governmental Entity in connection with this Agreement (and such Party and, subject to Law, Corporation shall contemporaneously provide a copy of any such written notice or communication to Purchaser); (d) any notice or other communication from any supplier or licensor of Intellectual Property Rights to the other Party)effect that such Person is terminating or is otherwise materially adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of this Agreement or the Arrangement; (e) any material written communication from any Governmental Entity in connection with the Corporation Owned Registered IP; or (f) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of its Subsidiaries or any of their respective assets.

Regarding the Arrangement. (1) Subject The Company shall use its commercially reasonable efforts to the terms and conditions of this Agreement, Phivida shall, and shall take or cause its Subsidiaries to, perform all obligations required to be performed by Phivida taken all actions and to do or any of its Subsidiaries cause to be done all things necessary, proper or advisable under this Agreement, cooperate with Choom in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable Law to consummate and make effective, the Arrangement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida shall and, where appropriate, shall cause each of its Subsidiaries toincluding: (a) use using its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (iA) necessary or advisable required to be obtained under its the Material Contracts in connection with the Arrangement or (iiB) required in order to maintain its the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Choom, acting reasonablythe Purchaser, and without paying, and without committing itself itself, the Purchaser or Choom Acquireco to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonablythe Purchaser; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvalsto, and providing or submitting all documentation and information that is requiredon prior written approval of the Purchaser, or in the reasonable opinion of Choom, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (dc) carry carrying out the terms of the Interim Order and the Final Order applicable to it and comply complying promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;; and (ed) not take taking any action, or refrain refraining from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choom) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time; (g) comply with CSE requirements relevant to this Agreement; and (h) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement. (2) Subject to The Company shall promptly notify the terms and conditions of this Agreement, Choom shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Choom or any of its Subsidiaries under this Agreement, cooperate with Phivida in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom shall and, where appropriate, shall cause each of its Subsidiaries toPurchaser of: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its any Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phivida, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or facts which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangementhave a Material Adverse Effect; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options; (h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; (i) comply with CSE requirements relevant to this Agreement; and (j) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement. (3) Each of the Parties shall promptly, and in any event within two (2) Business Days of each of the following, notify the other Party of: (ab) any notice or other communication from any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; (c) any notice or other communication from any supplier, marketing partner, licensor of Intellectual Property Rights or (ii) Technology, customer, distributor or reseller to the effect that such Person supplier, marketing partner, licensor of Intellectual Property Rights or Technology, customer, distributor or reseller is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Party Company or any of its Subsidiaries as a result of this Agreement or the Arrangement; and; (bd) all notices or other communications from any customers alleging, either individually or when considered in the aggregate, any material defect or claim in respect of any products supplied or sold by the Company or its Subsidiaries to such customers; (e) any notice or other communication from any Governmental Entity in connection with this Agreement (and such Party the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser); or (f) any material filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, its Subsidiaries or its or their respective assets. (3) Each Party will use commercially reasonable efforts to, as promptly as practicable, make, or cause to be made, all filings and applications with, and give all notices and submissions to, any Governmental Entity that are necessary for the lawful completion of the transactions contemplated by this Agreement, including not more than two (2) Business Days after the execution of this Agreement, notification under the Investment Canada Act. The Purchaser and the Company each shall promptly supply one another with all information which may be required in order to make such filings and achieve the termination of any applicable waiting period arising therefrom. (4) Subject to Law, the Company and the Purchaser shall cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals, and shall promptly notify each other Party)of any communication from any Governmental Entity in respect of the Arrangement or this Agreement, and shall not make any submissions or filings, participate in any meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries related to the Arrangement or this Agreement unless it consults with the other Party in advance and, to the extent not precluded by such Governmental Entity, gives the other Party the opportunity to review drafts of any submissions or filings, or attend and participate in any communications or meetings. Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that a Party must provide external legal counsel to the other Party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients. (5) Each of the Company and the Purchaser shall promptly notify the other if it becomes aware that any (i) application, filing, document or other submission for a Regulatory Approval contains a Misrepresentation, or (ii) any Regulatory Approval (or other order, clearance, consent, ruling, exemption, no-action letter or other approval applied for as contemplated by this Agreement) contains, reflects or was obtained following the submission of any application, filing, document or other submission containing a Misrepresentation, such that an amendment or supplement may be necessary or advisable. In such case, the Company shall, in consultation with and subject to the prior approval of the Purchaser, co-operate in the preparation, filing and dissemination, as applicable, of any such amendment or supplement. (6) The Company and the Purchaser shall request that the Regulatory Approvals be processed by the applicable Governmental Entity on an expedited basis and, to the extent that a public hearing is held, the Company and the Purchaser shall request the earliest possible hearing date for the consideration of the Regulatory Approvals. (7) If any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with Law, the Parties shall use their commercially reasonable efforts consistent with the terms of this Agreement to resolve such proceeding so as to allow the Effective Time to occur on or prior to the Outside Date. (8) Despite anything to the contrary contained in this Section 4.2, the Purchaser is under no obligation to take any steps or actions that would, in its sole discretion, affect the Purchaser's right to own, use or exploit its business, operations or assets or those of its affiliates, the Company or the Company's Subsidiaries or to negotiate or agree to the sale, divestiture or disposition by the Purchaser of its business, operations or assets or those of its affiliates, the Company or the Company's Subsidiaries, or to any form of behavioural remedy including an interim or permanent hold separate order.

Regarding the Arrangement. (1) Subject to the terms and conditions of this Agreement, Phivida shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Phivida or any of its Subsidiaries under this Agreement, cooperate with Choom in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Choom, acting reasonably, and without paying, and without committing itself or Choom to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of ChoomXxxxx, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by ChoomXxxxx) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time; (g) comply with CSE requirements relevant to this Agreement; and (h) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement. (2) Subject to the terms and conditions of this Agreement, Choom shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Choom or any of its Subsidiaries under this Agreement, cooperate with Phivida in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of PhividaXxxxxxx, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phivida, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options; (h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; (i) comply with CSE requirements relevant to this Agreement; and (j) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement. (3) Each of the Parties shall promptly, and in any event within two (2) Business Days of each of the following, notify the other Party of: (a) any notice or other communication from any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (ii) that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Party as a result of this Agreement or the Arrangement; and (b) any notice or other communication from any Governmental Entity in connection with this Agreement (and such Party shall contemporaneously provide a copy of any such written notice or communication to the other Party).

Regarding the Arrangement. (1) Subject to the terms and conditions of this Agreement, Phivida the Company shall, and shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by Phivida the Company or any of its Subsidiaries under this Agreement, cooperate with Choom the Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida the Company shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its the Company Material Contracts in connection with the Arrangement or (ii) required in order to maintain its the Company Material Contracts in full force and effect following completion of the ArrangementArrangement (including the Key Consents to the extent not obtained prior to execution of this Agreement), in each case, on terms that are reasonably satisfactory to Choom, acting reasonablythe Purchaser, and without paying, and without committing itself or Choom the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonablythe Purchaser; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Choomthe Purchaser, advisable, in connection with obtaining such the Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply complying promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement;; and (f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida its Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choomthe Purchaser) to be replaced by Persons designated or nominated, as applicable, by Choom the Purchaser effective as of the Effective Time; (g) comply with CSE requirements relevant to this Agreement; and (h) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement. (2) Subject to the terms and conditions of this Agreement, Choom the Purchaser shall, and shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by Choom the Purchaser or any of its Subsidiaries under this Agreement, cooperate with Phivida the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom the Purchaser shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phividathe Company, advisable, in connection with obtaining such the Regulatory Approvals; (cb) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (dc) carry out the terms of the Interim Order and the Final Order applicable to it and comply complying promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;; and (ed) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options; (h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; (i) comply with CSE requirements relevant to this Agreement; and (j) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement. (3) Each of the Parties shall promptly, and in any event within two (2) Business Days of each of the following, notify the other Party Parties in writing of: (a) any notice or other communication from any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (ii) that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Party Company as a result of this Agreement or the Arrangement; and; (b) any notice or other communication from any Governmental Entity in connection with this Agreement (and such Party shall contemporaneously provide a copy of any such written notice or communication to the other Party).

Regarding the Arrangement. (1) Subject to the terms and conditions of this Agreement, Phivida shallthe Purchaser and the Company shall use their commercially reasonable efforts to take, and shall or cause its Subsidiaries to, perform all obligations required to be performed by Phivida taken, all actions and to do, or any of its Subsidiaries cause to be done, all things necessary, proper or advisable under this Agreement, cooperate with Choom in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable Applicable Law to consummate and make effective, the transactions contemplated by this Agreement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida shall and, where appropriate, shall cause each of its Subsidiaries toincluding: (a) use its commercially reasonable efforts to obtain preparing and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Choom, acting reasonably, and without paying, and without committing itself or Choom to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonably; (b) prepare and file, filing as promptly as practicable, practicable all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its their commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Choom, advisable, in connection with obtaining such Regulatory Approvals; (cb) use its using commercially reasonable efforts to oppose, lift or rescind any injunction, injunction or restraining or other order, decree or ruling order seeking to restrainstop, enjoin or otherwise prohibit or adversely affect the consummation of affecting its ability to consummate, the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings Proceedings to which it is a party or brought against it or its directors or officers challenging this Agreement or the Arrangement or this Agreement;consummation of the transactions contemplated hereby; and (dc) carry carrying out the terms of the Interim Order and the Final Order applicable to it and using commercially reasonable efforts to comply promptly with all requirements imposed by Law which Applicable Laws may impose on it or its Subsidiaries or affiliates with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choom) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time; (g) comply with CSE requirements relevant to this Agreement; and (h) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreementtransactions contemplated hereby. (2) Subject to The Parties shall co-operate in the terms and conditions preparation of this Agreement, Choom shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Choom or any of its Subsidiaries under this Agreement, cooperate application for the Regulatory Approvals. In connection with Phivida in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom each Party shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each casefurnish, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phivida, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options; (h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; (i) comply with CSE requirements relevant to this Agreement; and (j) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement. (3) Each of the Parties shall promptlytimely basis, and in any event within two ten days of a request for same by the other Party or by any Governmental Authority, all information as may be reasonably required to effectuate the foregoing actions, and each covenants that, to its knowledge, no information so furnished by it in writing will contain a misrepresentation. (23) Business Days Subject to Applicable Laws, the Purchaser and the Company shall cooperate with and keep each other fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals, and shall promptly notify each other of any communication from any Governmental Authority in respect of the followingArrangement or this Agreement, and shall not make any submissions or filings, participate in any meetings or any material conversations with any Governmental Authority in respect of any filings, investigations or other inquiries related to the Arrangement or this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to review drafts of any submissions or filings, or attend and participate in any communications or meetings. (4) Each of the Purchaser and the Company will promptly notify the other Party ofif at any time before the Effective Time it becomes aware that: (a) any notice application for a Regulatory Approval or other communication from any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required filing under Applicable Laws made in connection with this Agreement Agreement, the Arrangement or the Arrangement, or (ii) that transactions contemplated herein contains a misrepresentation by such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Party as a result of this Agreement or the ArrangementParty; andor (b) any notice Regulatory Approval or other communication from any Governmental Entity in connection with this Agreement (and such Party shall contemporaneously provide a copy order, clearance, consent, ruling, exemption, no-action letter or other approval applied for as contemplated herein which has been obtained contains or reflects or was obtained following submission of any application, filing, document or submission as contemplated herein that contained such written notice a misrepresentation, such that an amendment or communication supplement to such application, filing, document or submission or order, clearance, consent, ruling, exemption, no-action letter or approval may be necessary or advisable. In such case, the other Party)Parties will cooperate in the preparation of such amendment or supplement as required.

Regarding the Arrangement. (1) Subject Each of Corporation and Purchaser shall use its commercially reasonable efforts to the terms and conditions of this Agreement, Phivida shall, and shall take or cause its Subsidiaries to, perform all obligations required to be performed by Phivida taken all actions and to do or any of its Subsidiaries cause to be done all things required or necessary under this Agreement, cooperate with Choom in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable Law to consummate and make effective, the Arrangement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida shall and, where appropriate, shall cause each of its Subsidiaries toincluding: (a) use using its commercially reasonable efforts to satisfy, or cause the satisfaction of, each of the conditions set forth in Section 6.1, Section 6.2 and Section 6.3 to the extent the same is within their control; (b) in the case of the Corporation, using its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations consents that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its the Material Contracts in full force and effect following completion of the Arrangement, in each case, Arrangement on terms that are reasonably satisfactory to Choom, acting reasonably, and without paying, and without committing itself or Choom to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Choom, advisable, in connection with obtaining such Regulatory ApprovalsPurchaser; (c) use using its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry carrying out the terms of the Interim Order and the Final Order applicable to it and comply promptly complying with all material requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;; and (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede in the consummation of event that the Arrangement; (f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choom) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time; (g) comply with CSE requirements relevant to this Agreement; and (h) use commercially reasonable efforts to satisfy all conditions precedent condition set forth in Section 6.1 6.1(f) cannot be satisfied or will reasonably likely not be satisfied, Corporation and Section 6.2 Purchaser will diligently and in good faith discuss the feasibility and implementation of alternative strategies and structures to complete the transactions contemplated by this Agreement. (2) Subject to the terms and conditions of this Agreement, Choom shall, and Corporation shall cause its Subsidiaries to, perform all obligations required to be performed by Choom or any of its Subsidiaries under this Agreement, cooperate with Phivida in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phivida, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options; (h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; (i) comply with CSE requirements relevant to this Agreement; and (j) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement. (3) Each of the Parties shall promptly, and in any event within two (2) Business Days of each of the following, notify the other Party Purchaser of: (a) any material written notice or other communication from any Person reasonably alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (ii) that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Party as a result of this Agreement or the Arrangement; and; (b) any material written notice or other material written communication from any Governmental Entity in connection with this Agreement (and such Party Corporation shall contemporaneously provide a copy of any such written notice or communication to Purchaser); (c) any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation that relate to this Agreement or the other Party)Arrangement; or (d) any Material Adverse Effect.

Regarding the Arrangement. (1) Subject to the terms and conditions of this Agreement, Phivida the Company shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Phivida the Company or any of its Subsidiaries under this Agreement, cooperate with Choom the Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida the Company shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Choom, acting reasonably, and without paying, and without committing itself or Choom to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida the Company or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Choomthe Purchaser, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement brought by any third party, and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) except in connection comply with Section 2.14any CSE and OTCQX requirements, use its commercially reasonable efforts including with respect to assist in causing each member of the Phivida Board this Agreement and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choom) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time; (g) comply with CSE requirements relevant to this AgreementArrangement; and (hg) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement. (2) Subject to the terms and conditions of this Agreement, Choom the Purchaser shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Choom the Purchaser or any of its Subsidiaries under this Agreement, cooperate with Phivida the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom the Purchaser shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom the Purchaser or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phividathe Company, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement brought by any third party, and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom the Purchaser Shares to be issued upon the exercise from time to time of Phivida Optionsthe Company Options and the Company Warrants; (g) comply with CSE requirements with respect to this Agreement and the Arrangement; (h) apply for obtain any necessary approvals, and use commercially reasonable efforts complete all required filings, to obtain written approvals from the CSEextent required, in connection with to cause the listing of on the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; CSE of: (i) comply with CSE requirements relevant to this Agreementthe ‎Consideration ‎Shares; and (ii) the Purchaser Subordinate Voting Shares issuable ‎upon exercise or ‎vesting of the Company Options, the Company ‎RSUs and Replacement Warrants; and (ji) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement. (3) Each of the Parties shall promptly, and in any event within two (2) Business Days of each of the following, notify the other Party ofParty: (a) of any notice or other communication from any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (ii) that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its business relationship with the Party as a result of this Agreement or the Arrangement, to the extent such business relationship is material to such Party or any of its Subsidiaries; andor (b) of any notice or other communication from any Governmental Entity in connection with this Agreement or the Arrangement (and such Party shall contemporaneously provide a copy of any such written notice or communication to the other Party). (4) All material analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either Party before any Governmental Entity or the representatives of any Governmental Entity, in connection with the Arrangement and the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between the Purchaser or the Company, on the one hand, and Governmental Entities, on the other hand, in the Ordinary Course, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party in advance of any filing, submission or attendance, it being the intent that the Parties will consult and cooperate and consider in good faith the views of the other Party in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals. Each Party shall give notice to the other Party with respect to any meeting, discussion, appearance or contacts with any Governmental Entity or the representatives of any Governmental Entity, with such notice being sufficient to provide the other Party with the opportunity to attend and participate in any such meeting, discussion, appearance or contact if and to the extent permitted by Law.

Regarding the Arrangement. (1) Subject to the terms and conditions of this Agreement, Phivida shallthe Parties shall use their commercially reasonable efforts to take, and shall or cause its Subsidiaries to, perform all obligations required to be performed by Phivida taken, all actions and to do, or any of its Subsidiaries cause to be done, all things necessary, proper or appropriate under this Agreement, cooperate with Choom in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable applicable Law to consummate and make effective, the transactions contemplated by this Agreement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida shall and, where appropriate, shall cause each of its Subsidiaries toincluding: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Choom, acting reasonably, and without paying, and without committing itself or Choom to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Choom, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts taking appropriate action to oppose, lift lift, vacate or rescind any injunction, restraining or other order, decree or ruling Order seeking to restrainstop, enjoin or otherwise prohibit or adversely affect the consummation of affecting its ability to consummate, the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party Party or brought against it or its directors or officers challenging this Agreement or the Arrangement or this Agreementconsummation of the transactions contemplated hereby; (db) carry out to satisfy, or cause the terms of satisfaction of, all conditions precedent in this Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choom) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time; (g) comply with CSE requirements relevant to this Agreement; and (h) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement. (2) Subject to the terms and conditions of this Agreement, Choom shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Choom or any of its Subsidiaries under this Agreement, cooperate with Phivida in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Choom shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phivida, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry carrying out the terms of the Interim Order and the Final Order applicable to it and comply complying promptly with all requirements imposed by Law which applicable Laws may impose on it or its Subsidiaries subsidiaries or affiliates with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time; (g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options; (h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE; (i) comply with CSE requirements relevant to this Agreementtransactions contemplated hereby; and (jd) use commercially reasonable efforts to satisfy taking all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement. (3) Each of the Parties shall promptlyactions, and in any event within two (2) Business Days of each of doing all things, necessary, proper or appropriate to consummate the followingmake effective, notify as soon as practicable after the other Party of: (a) any notice or other communication from any Person alleging (i) that date hereof, the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (ii) that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Party as a result of this Agreement or the Arrangement; and (b) any notice or other communication from any Governmental Entity in connection with this Agreement (and such Party shall contemporaneously provide a copy of any such written notice or communication to the other Party)transactions contemplated hereby.