Common use of Registration Statement; Joint Proxy Statement Clause in Contracts

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen and IVAX shall jointly prepare and IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCL.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen CGI and IVAX STC shall jointly prepare and IVAX STC and Bergen CGI shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI CGI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI CGI Common Stock to be issued to IVAXSTC's shareholders stockholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers Merger relating to the special meeting of each of IVAXSTC's shareholders stockholders (the "IVAX ShareholdersSTC Stockholders' Meeting") and BergenCGI's shareholders stockholders (the "Bergen ShareholdersCGI Stockholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers Merger contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE NASD in accordance with its rules with respect to the rules of such exchangesNMS. Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after this date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI CGI Common Stock pursuant to the MergersMerger. Bergen CGI or IVAXSTC, as the case may be, shall furnish all information concerning Bergen or IVAX itself as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders stockholders of Bergen CGI and IVAXSTC. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSESecurities Act, (iii) the Securities Act rules and regulations of the NASD and (iv) the FBCA, the NJBCA and the DGCLGeneral Corporation Law.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Bergen Parent and IVAX the Company shall jointly prepare and IVAX and Bergen shall file cause to be filed with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect and simultaneously or thereafter Parent shall prepare and cause to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together be filed with the IVAX Shareholders' MeetingSEC the Form S-4 Registration Statement, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of in which the Joint Proxy Statement shall will be provided to AMEX and the NYSE in accordance with the rules of such exchangesincluded as a prospectus. Each of Parent and the parties hereto Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to become comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and, prior and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective date under the Securities Act. Each of the Registration StatementCompany and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, the parties hereto shall take all action respectively, that may be required under any applicable Laws or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the issuance Company and Parent shall notify the other promptly of shares the receipt of BBI Common Stock pursuant any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the MergersForm S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. Bergen The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) at the Effective Time, contain any untrue statement of a material fact or IVAXomit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall furnish all information concerning Bergen promptly inform the Company or IVAX as Parent thereof and shall cooperate with the other party may reasonably request in connection filing such amendment or supplement with the SEC and, if appropriate, in mailing such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed amendment or supplement to the shareholders of Bergen and IVAX. Each the Company or the stockholders of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLParent.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen Parent and IVAX Company shall jointly prepare and IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI Parent (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Parent Common Stock to be issued to IVAXCompany's shareholders stockholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement joint proxy statement with respect to the Mergers Merger relating to the special meeting meetings of each of IVAXCompany's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") stockholders to be held to consider approval of this Agreement and the Mergers contemplated hereby Merger (such document, the "Company Stockholders' Meeting") and of Parent's stockholders to be held to consider approval of the issuance of Parent Common Stock (the "Share Issuance") to Company's stockholders pursuant to the Merger (the "Parent Stockholders' Meeting") (together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE NNM in accordance with the rules of such exchangesits rules. Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Parent Common Stock pursuant to the MergersMerger. Bergen Parent or IVAXCompany, as the case may be, shall furnish all information concerning Bergen Parent or IVAX Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders stockholders of Bergen Company and IVAXof Parent. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSESecurities Act, (iii) the Securities Act rules and (iv) regulations of the FBCA, the NJBCA and the DGCLNNM.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) Parent and IVAX the Company shall jointly prepare and IVAX and Bergen shall file with the SEC a document joint proxy statement (together with any amendments thereof or documents that will constitute (isupplements thereto, the "Proxy Statement") relating to the prospectus forming part meetings of the Company's stockholders (the "Company Stockholders' Meeting") and Parent's stockholders (the "Parent Stockholders' Meeting" and, together with the Company Stockholders' Meeting, the "Stockholders' Meetings") to be held to consider approval and adoption of this Agreement and the Merger by the Company's stockholders and the approval of the Parent Proposal by Parent's stockholders and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement")) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the BBI shares of Parent Common Stock to be issued to IVAX's shareholders the stockholders of the Company pursuant to the IVAX Merger and (B) to the BBI Common Stock to be issued to Bergen's shareholders stockholders of Medical Manager pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement Medical Manager Merger Agreement. Parent and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto Company each shall use all their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto Parent shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of BBI Parent Common Stock pursuant to the MergersMerger. Bergen or IVAX, as the case may be, The Company shall promptly furnish all information concerning Bergen or IVAX the Company as the other party Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to have become effective, each of Parent and the shareholders of Bergen and IVAX. Each of Company shall mail the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLits stockholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Bergen Parent and IVAX the Company shall jointly prepare and IVAX and Bergen shall file cause to be filed with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect Statement/Prospectus and Parent shall prepare and cause to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together be filed with the IVAX Shareholders' MeetingSEC the Form S-4 Registration Statement, in which the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall /Prospectus will be provided to AMEX and the NYSE in accordance with the rules of such exchangesincluded as a prospectus. Each of Parent and the parties hereto Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to become comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection practicable after it is filed with the issuance of shares of BBI Common Stock pursuant SEC. Parent will use all reasonable efforts to cause the Mergers. Bergen or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As /Prospectus to be mailed to Parent’s stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective date under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company’s shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement, Statement or the Joint Proxy Statement Statement/Prospectus, then the Company shall be mailed promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLCompany.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) Parent and IVAX the Company shall jointly prepare and IVAX and Bergen shall file with the SEC a document joint proxy statement (together with any amendments thereof or documents that will constitute (isupplements thereto, the "Proxy Statement") relating to the prospectus forming part meetings of the Company's stockholders (the "Company Stockholders' Meeting") and Parent's stockholders (the "Parent Stockholders' Meeting" and, together with the Company Stockholders' Meeting, the "Stockholders' Meetings") to be held to consider approval and adoption of this Agreement and the Merger by the Company's stockholders and the approval of the Parent Proposal by Parent's stockholders and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement")) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the BBI shares of Parent Common Stock to be issued to IVAX's shareholders the stockholders of the Company pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement . Parent and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto Company each shall use all their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto Parent shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of BBI Parent Common Stock pursuant to the MergersMerger. Bergen or IVAX, as the case may be, The Company shall promptly furnish all information concerning Bergen or IVAX the Company as the other party Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to have become effective, each of Parent and the shareholders of Bergen and IVAX. Each of Company shall mail the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLits stockholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) BioSante and IVAX the Company shall jointly prepare and IVAX file with the SEC the proxy statement (such proxy statement, as amended or supplemented from time to time, being the “Joint Proxy Statement”) to be sent to the stockholders of the Company relating to the meeting of the Company’s stockholders (including any adjournments or postponements thereof, the “Company Stockholder Meeting”) to be held to consider adoption of this Agreement and Bergen to be sent to the stockholders of BioSante relating to the meeting of BioSante’s stockholders (including any adjournments or postponements thereof, the “BioSante Stockholder Meeting”) to be held to vote on the adoption of this Agreement and approval of the BioSante Share Issuance, and (ii) BioSante shall prepare and file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments and supplements thereto, the "“Registration Statement")”) in which the Joint Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the BBI issuance of the BioSante Common Stock Shares to be issued to IVAX's shareholders the stockholders of the Company pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement . BioSante and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto Company each shall use all their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, practicable and, prior to the effective date of the Registration Statement, the parties hereto BioSante shall use reasonable best efforts to take all or any action required under any applicable Laws federal or state securities Law or requirement of NASDAQ in connection with the issuance of shares of BBI Common Stock pursuant to the MergersBioSante Share Issuance. Bergen or IVAX, as the case may be, The Company and BioSante shall furnish all information concerning Bergen or IVAX as reasonably requested by the other party may reasonably request for inclusion in connection with such actions and the preparation each of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration StatementStatement shall have become effective, the Joint Proxy Statement Company shall be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause mail the Joint Proxy Statement to comply as its stockholders and BioSante shall mail the Joint Proxy Statement to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLits stockholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Bergen Company and IVAX Parent shall jointly prepare and IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 F-4 or Form S-4, as applicable, of BBI Parent (together with all amendments thereto, the "Registration StatementREGISTRATION STATEMENT"), in connection with the registration under the Securities Act of (A) the BBI Parent Common Stock to be issued to IVAXCompany's shareholders stockholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement joint proxy statement with respect to the Mergers Merger relating to the special meeting meetings of each of IVAXCompany's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") stockholders to be held to consider approval of this Agreement and the Mergers contemplated hereby Merger (the "COMPANY STOCKHOLDERS' MEETING") and of Parent's stockholders to be held to consider, (i) adoption of an amendment to Parent's Articles of Association (a copy of which is attached as Annex H), among other things, to effect the name change (as set forth in Section 2.01), increase the number of authorized shares of Parent common stock and provide for independent Board representation (the "ARTICLES AMENDMENT"), (ii) approval of the issuance of Parent Common Shares ("SHARE ISSUANCE") to Company's stockholders pursuant to the Merger, (iii) the approval of the domestication ("DOMESTICATION") of Parent in Delaware and (iv) adoption and/or approval of the reconstitution of Parent's board of directors, including, without limitation, the election of the persons identified on Schedule I to such documentboard, as set forth in Section 2.07 (the "BOARD RECONSTITUTION") (the "PARENT STOCKHOLDERS' MEETING") (together with any amendments thereto, the "Joint Proxy StatementJOINT PROXY STATEMENT"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action reasonably required under any applicable Laws in connection with the issuance of shares of BBI Parent Common Stock pursuant to the MergersMerger. Bergen Parent or IVAXCompany, as the case may be, shall furnish all information concerning Bergen Parent or IVAX Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement. Each of Parent and Company shall notify the other of the receipt of any comments from the SEC on the Registration Statement and the Joint Proxy Statement and of any requests by the SEC for any amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the SEC. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders stockholders of Bergen Company and IVAXof Parent. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX the Securities Act, and the NYSE, (iii) the Securities Act rules and (iv) regulations of the FBCA, the NJBCA and the DGCLNNM.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) Parent and IVAX the Company shall jointly prepare and IVAX and Bergen shall file with the SEC a document joint proxy statement (together with any amendments thereof or documents that will constitute supplements thereto, the “Joint Proxy Statement”) relating to the respective meetings of the Company’s stockholders (ithe “Company Stockholders’ Meeting”) to be held to consider approval of the Merger and adoption of this Agreement and of the Parent stockholders (the “Parent Stockholders’ Meeting”) to be held to obtain (x) the prospectus forming part Parent Share Issuance Stockholder Approval and (y) the approval of the stockholders of Parent to adopt an amendment to Parent’s Certificate of Incorporation to effect a reverse split of the Parent Common Shares, in a ratio of either 1-for-5 or 1-for-6 (any such split, the “Parent Reverse Stock Split”), and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 of BBI (together with all amendments thereto, the "”Registration Statement")”) in which the Joint Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the BBI Parent Common Stock Shares to be issued to IVAX's shareholders the stockholders of the Company pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of Parent and the parties hereto Company shall use all its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, practicable and, prior to the effective date of the Registration Statement, the parties hereto Parent shall use its reasonable best efforts to take all or any action required under any applicable Laws federal or state securities laws in connection with the issuance of shares of BBI Parent Common Stock Shares pursuant to the MergersMerger. Bergen or IVAX, as Each of Parent and the case may be, Company shall furnish all information concerning Bergen or IVAX itself as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to have become effective, each of Parent and the shareholders of Bergen and IVAX. Each of the parties hereto Company shall cause mail the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLtheir respective stockholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) Parent and IVAX the Company shall jointly prepare and IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration joint proxy statement on Form S-4 of BBI (together with all any amendments thereof or supplements thereto, the "Registration Proxy Statement"), in connection with the registration under the Securities Act of (A) the BBI Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting meetings of each of IVAXthe Company's shareholders stockholders (the "IVAX ShareholdersCompany Stockholders' Meeting") and BergenParent's shareholders stockholders (the "Bergen ShareholdersParent Stockholders' Meeting" and, together with the IVAX ShareholdersCompany Stockholders' Meeting, the "ShareholdersStockholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby issuance of shares of Parent Common Stock pursuant to the terms of the Merger and (such document, ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with any all amendments thereto, the "Joint Proxy Registration Statement"). Copies of ) in which the Joint Proxy Statement shall be provided included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to AMEX be issued to the stockholders of the Company pursuant to the Merger. Parent and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto Company each shall use all their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto Parent shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of BBI Parent Common Stock pursuant to the MergersMerger. Bergen or IVAX, as the case may be, The Company shall furnish all information concerning Bergen or IVAX the Company as the other party Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to have become effective, each of Parent and the shareholders of Bergen and IVAX. Each of Company shall mail the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLits stockholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution date of this Merger Agreement, Bergen and IVAX in any event, within twenty-five days thereafter, Veeco and the Company shall jointly prepare and IVAX and Bergen shall file cause to be filed with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect and Veeco shall prepare and cause to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together be filed with the IVAX Shareholders' MeetingSEC the Form S-4 Registration Statement, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of in which the Joint Proxy Statement shall will be provided to AMEX and the NYSE in accordance with the rules of such exchangesincluded as a prospectus. Each of Veeco and the parties hereto Company shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions and the preparation of the Form S-4 Registration Statement and the Joint Proxy Statement. As Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed SEC. Veeco will use all reasonable efforts to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply be mailed to Veeco's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company and Veeco shall promptly furnish to form one another all information concerning the Acquired Corporations and substance the Company's stockholders and Veeco and Veeco's stockholders that may be required or reasonably requested in all material respects connection with any action contemplated by this Section 5.22. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then the Company shall promptly inform Veeco thereof and shall cooperate with Veeco in filing such amendment or supplement with the applicable requirements SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of (i) the Exchange ActCompany. If any event relating to Veeco occurs, (ii) AMEX or if Veeco becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Veeco shall promptly inform the Company thereof and shall cooperate with the NYSECompany in filing such amendment or supplement with the SEC and, (iii) if appropriate, in mailing such amendment or supplement to the Securities Act and (iv) the FBCA, the NJBCA and the DGCLstockholders of Veeco.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Merger Agreement, Bergen Acquiror and IVAX the Company shall jointly prepare and IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (such registration statement, together with all the amendments thereto, thereto being the "Registration Statement"), containing a joint proxy statement/prospectus (such joint proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Acquiror Stockholders and to the Company Stockholders, being the "Joint Proxy Statement"), in connection with the registration under the Securities Act of the shares of Acquiror Series A Preferred Stock issuable pursuant to Section 2.01 or upon the exercise of Acquiror Warrants, the shares of Acquiror Common Stock issuable upon the conversion thereof or upon the exercise of Acquiror Warrants, the vote of the Company Stockholders with respect to the Merger and the other transactions contemplated by this Merger Agreement, and the vote of the Acquiror Stockholders with respect to (Ai) the BBI Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen MergerRestated Charter, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement Required Acquiror Stockholders Consent. Acquiror and the Mergers contemplated hereby (such document, together Company shall cooperate with any amendments thereto, each other in the "Joint Proxy Statement"). Copies preparation of the Joint Proxy Statement and shall be provided provide all information in connection therewith. Each party agrees promptly to AMEX provide the other party with copies of all correspondence from and all responsive correspondence to the NYSE in accordance SEC regarding the Registration Statement and Joint Proxy Statement. Each party agrees promptly to notify the other party of all stop orders or threatened stop orders of which it becomes aware with respect to the rules of such exchangesRegistration Statement. Each of Acquiror and the parties hereto shall Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto and shall take all any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of BBI Common Acquiror Series A Preferred Stock pursuant to and the MergersDiscrepancy Notes in the Merger. Bergen or IVAX, as Each of Acquiror and the case may be, Company shall furnish all information concerning Bergen or IVAX it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statementactions. As promptly as practicable after the effective date Registration Statement shall have become effective, the Company and Acquiror shall mail the Joint Proxy Statement to their respective stockholders and shall comply with the proxy solicitation rules and regulations under the Exchange Act in connection with the solicitation of such stockholders. Each of Acquiror and the Registration Statement, Company covenants and agrees that the Joint Proxy Statement shall be mailed include the respective recommendations of the Board of Directors to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX Acquiror Stockholders and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLCompany Stockholders subject to Section 5.05 above.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable (and in any event within 25 Business Days) after the execution date of this Agreement, Bergen Parent and IVAX the Company shall jointly prepare and IVAX and Bergen shall file cause to be filed with the SEC a document or documents that the Joint Proxy Statement/Prospectus in preliminary form and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will constitute be included. Each of Parent and the Company shall use their reasonable best efforts to: (i) cause the prospectus forming part Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable, forms, rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the registration statement on SEC or its staff; and (iii) have the Form S-4 of BBI (together with all amendments thereto, the "Registration Statement"), in connection with the registration Statement declared effective under the Securities Act of (A) the BBI Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together as promptly as practicable after it is filed with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement")SEC. Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto shall Parent will use all its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As /Prospectus to be mailed to Parent’s shareholders, and the Company will use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective date under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Companies and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any party becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement, Statement or the Joint Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such party: (A) shall promptly inform the other party thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (C) shall be mailed provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (D) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the stockholders of the Company or the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLParent.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) Parent and IVAX the Company shall jointly prepare and IVAX file with the SEC the proxy statement (such proxy statement, as amended or supplemented from time to time, being the “Joint Proxy Statement”) to be sent to the stockholders of the Company relating to the meeting of the Company’s stockholders (including any adjournments or postponements thereof, the “Company Stockholder Meeting”) to be held to consider adoption of this Agreement and Bergen to be sent to the shareholders of Parent relating to the meeting of Parent’s shareholders (including any adjournments or postponements thereof, the “Parent Shareholder Meeting”) to be held to vote on the Parent Share Issuance, and (ii) Parent shall prepare and file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "“Registration Statement")”) in which the Joint Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the BBI Parent Common Stock Shares to be issued to IVAX's shareholders the stockholders of the Company pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement . Parent and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto Company each shall use all their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, practicable and, prior to the effective date of the Registration Statement, the parties hereto Parent shall take all or any action required under any applicable federal or state securities Laws or requirement of the NYSE in connection with the issuance of shares of BBI Common Stock pursuant to the MergersParent Share Issuance. Bergen or IVAX, as the case may be, The Company and Parent shall furnish all information concerning Bergen or IVAX as reasonably requested by the other party may reasonably request for inclusion in connection with such actions and the preparation each of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration StatementStatement shall have become effective, the Joint Proxy Statement Company shall be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause mail the Joint Proxy Statement to comply as its stockholders and Parent shall mail the Joint Proxy Statement to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLits shareholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after Subject to the execution accuracy of this Agreementthe representations contained in Section 5.9, Bergen and IVAX shall jointly prepare and IVAX and Bergen shall file with the SEC a document information supplied by the Company or documents that will constitute (i) the prospectus forming part of its Subsidiaries for inclusion in the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement"), in connection with ) covering the registration under shares of the Securities Act of (A) the BBI Common Buyer's Stock to be issued to IVAX's shareholders pursuant to this Agreement shall not, at the IVAX Merger and time the Registration Statement (Bincluding any amendments or supplements thereto) is declared effective by the BBI Common Stock SEC, contain any untrue statement of a Material fact or omit to state any Material fact required to be issued stated therein or necessary to Bergen's shareholders pursuant make the statements therein not misleading. The information supplied by or on behalf of the Company and its Subsidiaries for inclusion in the joint proxy statement/prospectus to be sent to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting shareholders of each of IVAX's shareholders the Company and the Buyer to consider, at special meetings (the each a "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Shareholder Meeting" and, together with the IVAX Shareholders' Meetingand collectively, the "Shareholders' Shareholder Meetings") to be held to consider approval of this Agreement and ), the Mergers contemplated hereby Merger (such document, together with any amendments thereto, proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement"). Copies of ) will not, on the date the Joint Proxy Statement shall be provided is first mailed to AMEX and shareholders, at the NYSE in accordance with the rules time of such exchanges. Each each of the parties hereto shall use all reasonable efforts Shareholder Meetings and at the Effective Time, contain any untrue statement of a Material fact or omit to cause state any Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event relating to the Company or its Subsidiaries or any of their Affiliates, officers or directors should be discovered by the Company or its Subsidiaries that should be set forth in an amendment to the Registration Statement to become effective as promptly as practicable, and, prior or a supplement to the effective date of the Registration Joint Proxy Statement, the parties hereto Company will promptly inform the Buyer. The Joint Proxy Statement shall take comply in all action required under Material respects with the requirements of the Securities Laws and the rules and regulations thereunder applicable to the Company. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any applicable Laws information supplied by the Buyer and its Subsidiaries that is contained or incorporated by reference in, or furnished in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen or IVAXpreparation of, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and or the Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCL.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) Parent and IVAX the Company shall jointly prepare and IVAX file with the SEC the joint proxy statement to be sent to the stockholders of the Company and Bergen to the stockholders of Parent relating to the meeting of Company's stockholders (the "Company Stockholders' Meeting") and to the meeting of the Parent's stockholders (the "Parent Stockholders' Meeting") to be held to consider, in the case of the Company's stockholders, the approval and adoption of this Agreement, and in the case of Parent's stockholders, the approval and adoption of the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock in connection with the Merger (such joint proxy statement, as amended or supplemented, being referred to herein as the "Joint Proxy Statement") and (ii) Parent shall prepare and file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement")) in which the Joint Proxy Statement shall be included, in connection with the registration under the Securities Act of (A) the BBI shares of Parent Common Stock to be issued to IVAX's shareholders the stockholders of the Company pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement . Parent and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto Company shall use all their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto Parent shall take all or any action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen federal or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request state securities laws in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration StatementStatement shall have become effective, the Joint Proxy Statement Company shall be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause mail the Joint Proxy Statement to comply as its stockholders and Parent shall mail the Joint Proxy Statement to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLits stockholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after following the execution date of this Agreement, Bergen Parent and IVAX the Company shall jointly prepare and IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI Parent (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Parent Common Stock to be issued to IVAXthe Company's shareholders stockholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement joint proxy statement with respect to the Mergers Merger relating to the special meeting of each of IVAX's shareholders (the "IVAX ShareholdersCompany Stockholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement Meeting and the Mergers contemplated hereby Parent Stockholders' Meeting (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE Nasdaq National Market in accordance with the rules of such exchangesits rules. Each of the parties hereto Parties shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto Parties shall take all action required under any applicable Laws laws in connection with the issuance of shares of BBI Parent Common Stock pursuant to the MergersMerger. Bergen Parent or IVAXthe Company, as the case may be, shall furnish all information concerning Bergen Parent or IVAX the Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement. Each of Parent and the Company shall notify the other of the receipt of any comments from the SEC or its staff on the Registration Statement and the Joint Proxy Statement and of any request from the SEC or its staff for amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, the Company or any of their representatives and advisors and the SEC or its staff. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders stockholders of Bergen the Company and IVAXof Parent. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX the Securities Act, and the NYSE, (iii) rules and regulations of the Securities Act and (iv) the FBCA, the NJBCA and the DGCLNasdaq National Market.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after Subject to the execution accuracy of this Agreementthe representations contained in Section 5.10, Bergen and IVAX shall jointly prepare and IVAX and Bergen shall file with the SEC a document information supplied by the Company or documents that will constitute (i) the prospectus forming part of its Subsidiaries for inclusion in the registration statement on Form S-4 of BBI (together with all amendments thereto, the "REGISTRATION STATEMENT") covering the shares of the Buyer's Stock to be issued pursuant to this Agreement shall not, at the time the Registration StatementStatement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a Material fact or omit to state any Material fact required to be stated therein or necessary to make the statements therein not misleading. The information supplied by or on behalf of the Company and its Subsidiaries for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of the Company and the Buyer to consider, at special meetings (the "SHAREHOLDER MEETINGS"), the Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT") will not, on the date the Joint Proxy Statement is first mailed to shareholders, at the time of each of the Shareholder Meetings and at the Effective Time of the Merger, contain any untrue statement of a Material fact or omit to state any Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time of the Merger any event relating to the Company or its Subsidiaries or any of their Affiliates, officers or directors should be discovered by the Company or its Subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, the Company will promptly inform the Buyer. The Joint Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by the Buyer and its Subsidiaries and Affiliates that is contained or incorporated by reference in, or furnished in connection with the registration under preparation of, the Securities Act of (A) the BBI Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) Registration Statement or the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCL.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) Viacom and IVAX CBS shall jointly cooperate in preparing and each shall cause to be filed with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the meetings of Viacom's and CBS's stockholders to be held to consider approval and adoption of this Agreement and the Viacom Proposal and (ii) Viacom shall prepare and IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement")) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Viacom Class B Common Stock (Aincluding such shares of Viacom Class B Common Stock into which the Viacom Series C Preferred Stock is convertible) and the BBI Common shares of Viacom Series C Preferred Stock to be issued to IVAX's the shareholders of CBS pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto Viacom and CBS shall use all its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto Viacom shall use reasonable best efforts to take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of BBI Viacom Class B Common Stock (including such shares of Viacom Class B Common Stock into which the Viacom Series C Preferred Stock is convertible) and the shares of Viacom Series C Preferred Stock pursuant to the MergersMerger. Bergen or IVAX, as the case may be, Each of Viacom and CBS shall furnish all information concerning Bergen or IVAX it as may reasonably be requested by the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date Registration Statement shall have become effective, each of Viacom and CBS shall mail the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders of Bergen its stockholders and IVAXto its shareholders, respectively. Each of Viacom and CBS shall also promptly file, use reasonable best efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders and shareholders, respectively, any amendment to the parties hereto shall cause the Joint Registration Statement or Proxy Statement to comply as to form and substance in all material respects with which may become necessary after the applicable requirements of (i) date the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLRegistration Statement is declared effective.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) Viacom and IVAX CBS shall jointly cooperate in preparing and each shall cause to be filed with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the meetings of Viacom's and CBS's stockholders to be held to consider approval and adoption of this Agreement and the Viacom Proposals and (ii) Viacom shall prepare and IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement")) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the BBI shares of Viacom Class B Common Stock to be issued to IVAX's the shareholders of CBS pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto Viacom and CBS shall use all its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto Viacom shall use reasonable best efforts to take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of BBI Viacom Class B Common Stock pursuant to the MergersMerger. Bergen or IVAX, as the case may be, Each of Viacom and CBS shall furnish all information concerning Bergen or IVAX it as may reasonably be requested by the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date Registration Statement shall have become effective, each of Viacom and CBS shall mail the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders of Bergen its stockholders and IVAXto its shareholders, respectively. Each of Viacom and CBS shall also promptly file, use reasonable best efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders and shareholders, respectively, any amendment to the parties hereto shall cause the Joint Registration Statement or Proxy Statement to comply as to form and substance in all material respects with which may become necessary after the applicable requirements of (i) date the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLRegistration Statement is declared effective.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen Parent and IVAX Company shall jointly prepare and IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI Parent (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Parent Common Stock to be issued to IVAXCompany's shareholders stockholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement joint proxy statement with respect to the Mergers Merger relating to the special meeting meetings of each of IVAXCompany's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") stockholders to be held to consider approval of this Agreement and the Mergers contemplated hereby Merger (such document, the "Company Stockholders' Meeting") and of Parent's stockholders to be held to consider approval of the issuance of Parent Common Stock (the "Share Issuance") to Company's stockholders pursuant to the Merger (the "Parent Stockholders' Meeting") (together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE NNM in accordance with the rules of such exchangesits rules. Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Parent Common Stock pursuant to the MergersMerger. Bergen Parent or IVAXCompany, as the case may be, shall furnish all information concerning Bergen Parent or IVAX Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement. Each of Parent and Company shall notify the other of the receipt of any comments from the SEC on the Registration Statement and the Joint Proxy Statement and of any requests by the SEC for any amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the SEC. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders stockholders of Bergen Company and IVAXof Parent. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSESecurities Act, (iii) the Securities Act rules and (iv) regulations of the FBCA, the NJBCA and the DGCLNNM.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) Parent and IVAX the Company shall jointly prepare and IVAX and Bergen Parent shall file with the SEC a document joint proxy statement (together with any amendments thereof or documents that will constitute (isupplements thereto, the "JOINT PROXY STATEMENT") relating to the prospectus forming part respective meetings of the Company shareholders (the "COMPANY SHAREHOLDERS' MEETING") to be held to consider approval of the Company Charter Amendment, the Merger and this Agreement (including the principal terms hereof) and of the Parent stockholders (the "PARENT STOCKHOLDERS' MEETING") to be held to consider approval of the Share Issuance and the Parent Charter Amendment and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 of BBI (together with all amendments and supplements thereto, the "Registration StatementREGISTRATION STATEMENT")) in which the Joint Proxy Statement shall be included as part of the prospectus, in connection with the registration under the Securities Act of (A) the BBI Common Stock Parent Shares to be issued to IVAX's the shareholders of the Company pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of Parent and the parties hereto Company shall use all its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, and prior to the effective date of the Registration Statement. Prior to the Effective Time, Parent shall use its reasonable best efforts to obtain all applicable approvals needed to ensure that the parties hereto shall take all action Parent Common Stock to be issued in the Merger will be registered or qualified as may be required under the securities law of every jurisdiction of the United States in which any applicable Laws in connection with registered holder of Company Shares has an address of record on the issuance record date for determining the shareholders entitled to notice of shares and to vote at the Company Shareholders' Meeting. Each of BBI Common Stock pursuant to Parent and the Mergers. Bergen or IVAX, as the case may be, Company shall furnish all information concerning Bergen or IVAX itself as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable practicable, but in no event later than the third business day, after the effective date of the Registration Statement, the Joint Proxy Statement shall have become effective, each of Parent and the Company shall mail or cause to be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form their respective stockholders. The Registration Statement shall register for resale the shares of Parent Common Stock received in the Merger by each affiliate 61 (within the meaning of Rule 145 of the Securities Act) of the Company that is not an affiliate (within the meaning of Rule 144 of the Securities Act) of Parent immediately following the Effective Time, and substance in all material respects with shall include the applicable requirements information required by Item 7 of (i) the Exchange Act, (ii) AMEX Form S-4 and the NYSE, (iii) Item 507 of Regulation S-K under the Securities Act for the benefit of such affiliates as selling stockholders of the number of shares of Parent Common Stock received in the Merger. If required by applicable Legal Requirements after the Effective Time, Parent shall file a post-effective amendment on Form S-3 to the Registration Statement (the "S-3 AMENDMENT") which shall include a resale prospectus for the selling stockholders of the number of shares of Parent Common Stock received by them in the Merger, and (iv) Parent shall keep the FBCA, S-3 Amendment effective until the NJBCA and earlier of one year after the DGCLEffective Time or the date of final sale by the selling stockholders of all shares of Parent Common Stock registered on the S-3 Amendment.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) ATC and IVAX SpectraSite shall jointly prepare and IVAX file with the SEC the joint proxy statement to be sent to the stockholders of SpectraSite and Bergen to the stockholders of ATC relating to the meeting of SpectraSite’s stockholders (the “SpectraSite Stockholders’ Meeting”) and to the meeting of the ATC’s stockholders (the “ATC Stockholders’ Meeting”) to be held to consider, in the case of SpectraSite’s stockholders, the approval and adoption of this Agreement, and in the case of ATC’s stockholders, the approval of the issuance of ATC Common Stock in connection with the Merger (such joint proxy statement, as amended or supplemented, being referred to herein as the “Joint Proxy Statement”) and (ii) ATC shall prepare and file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "“Registration Statement")”) in which the Joint Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the BBI shares of ATC Common Stock to be issued to IVAX's shareholders the stockholders of SpectraSite pursuant to the IVAX Merger Merger. ATC and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto SpectraSite shall use all their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date Effective Time of the Registration Statement, the parties hereto ATC shall take all or any action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen federal or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request state securities laws in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto have become effective, SpectraSite shall cause mail the Joint Proxy Statement to comply as its stockholders and ATC shall mail the Joint Proxy Statement to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLits stockholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) Parent and IVAX the Company shall jointly prepare and IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) joint proxy statement with respect to the prospectus forming part Merger relating to the special meeting of each of the Company's stockholders (the "Company Stockholders' Meeting") and Parent's stockholders (the "Parent Stockholders' Meeting" and, together with the Company Stockholders' Meeting, the "Stockholders' Meetings") to be held in connection with the Merger (together with any amendments thereto, the "Joint Proxy Statement") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI issuance of Parent Common Stock to be issued to IVAXthe Company's shareholders stockholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) in which the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to shall be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement")included as a prospectus. Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchangesexchange. Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Parent Common Stock pursuant to the MergersMerger. Bergen Parent or IVAXthe Company, as the case may be, shall furnish all information concerning Bergen Parent or IVAX the Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders stockholders of Bergen Parent and IVAXthe Company. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCL.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Bergen Parent and IVAX the Company shall jointly prepare and IVAX and Bergen shall file cause to be filed with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI covering the Parent Common Stock to be issued to the Company shareholders in the Merger (together with all amendments thereto, the "S-4 Registration Statement"), in which the Proxy Statement/Prospectus will be included as a prospectus, and any other documents required by the Securities Act or the Exchange Act in connection with the registration under the Securities Act of (A) the BBI Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of Parent and the parties hereto Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Proxy Statement/Prospectus) to become comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to Parent's stockholders, and, prior and the Company will use all reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen or IVAXCompany's shareholders, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the S-4 Registration Statement is declared effective date under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 6.4. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration StatementStatement or the Proxy Statement/ Prospectus, then the Joint Proxy Statement Company shall be mailed promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of Bergen and IVAXthe Company. Each (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the parties hereto United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; PROVIDED, HOWEVER, that Parent shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of not be required (i) the Exchange Act, to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCL.to file a general consent to service of process in any jurisdiction. 30

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) ATC and IVAX SpectraSite shall jointly prepare and IVAX file with the SEC the joint proxy statement to be sent to the stockholders of SpectraSite and Bergen to the stockholders of ATC relating to the meeting of SpectraSite's stockholders (the "SPECTRASITE STOCKHOLDERS' Meeting") and to the meeting of the ATC's stockholders (the "ATC STOCKHOLDERS' MEETING") to be held to consider, in the case of SpectraSite's stockholders, the approval and adoption of this Agreement, and in the case of ATC's stockholders, the approval of the issuance of ATC Common Stock in connection with the Merger (such joint proxy statement, as amended or supplemented, being referred to herein as the "JOINT PROXY STATEMENT") and (ii) ATC shall prepare and file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration StatementREGISTRATION STATEMENT")) in which the Joint Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the BBI shares of ATC Common Stock to be issued to IVAX's shareholders the stockholders of SpectraSite pursuant to the IVAX Merger Merger. ATC and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto SpectraSite shall use all their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date Effective Time of the Registration Statement, the parties hereto ATC shall take all or any action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen federal or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request state securities laws in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto have become effective, SpectraSite shall cause mail the Joint Proxy Statement to comply as its stockholders and ATC shall mail the Joint Proxy Statement to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLits stockholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen and IVAX shall jointly prepare and IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part None of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Common Stock information to be issued to IVAX's shareholders pursuant to supplied by Amerin for inclusion or incorporation by reference in the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers joint prxxx xxatement relating to the special meeting meetings of each of IVAXAmerin's shareholders (the "IVAX Shareholders' Meeting") and BergenCMAC's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and in connecxxxx xxxh the Mergers contemplated hereby Merger (such document, together with any amendments thereof or supplements thereto, the "Joint Proxy Statement"). Copies of ) and in the registration statement on Form S-4 to be filed by CMAC with the SEC with respect to the CMAC Stock to be issued to Amerin's shareholders in connection with the Merger (together with xxx xxxndments thereto, the "Registration Statement") in which the Joint Proxy Statement shall be provided to AMEX and included as a prospectus will (i) in the NYSE in accordance with the rules of such exchanges. Each case of the parties hereto shall use all reasonable efforts Joint Proxy Statement, at the time of the mailing thereof, at the time of the Amerin Stockholder Meeting, and at the Effective Time, contain any xxxxxe statement of a material fact or omit to cause state any material fact required to be stated therein or necessary in order to make the Registration Statement to become effective as promptly as practicablestatements therein, andin light of the circumstances under which they are made, prior to not misleading or (ii) in the effective date case of the Registration Statement, at the parties hereto shall take all action time it becomes effective, contain any untrue statement of a material fact or omit to state any material fact required under any applicable Laws to be stated therein or necessary in connection with order to make the issuance of shares of BBI Common Stock pursuant to the Mergersstatements therein not misleading. Bergen or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions The Joint Proxy Statement and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed will comply (with respect to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement information relating to comply Amerin) as to form and substance in all material respects with the applicable requirements prxxxxxxns of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCAExchange Act. Notwithstanding the foregoing, Amerin makes no representation or warranty with respect to any infxxxxxxon supplied by CMAC which is contained in the NJBCA and Registration Statement or the DGCLJoint Proxy Statement.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution date of this Merger Agreement, Bergen Veeco and IVAX FEI shall jointly prepare and IVAX and Bergen shall file cause to be filed with the SEC the Joint Proxy Statement and Veeco shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a document prospectus. Each of Veeco and FEI shall use reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Each of Veeco and FEI shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments and advise each other of any oral comments with respect to the Joint Proxy Statement or Form S-4 Registration Statement. Veeco will use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Veeco's stockholders, and FEI will use reasonable best efforts to cause the Joint Proxy Statement to be mailed to FEI's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. FEI and Veeco shall promptly furnish to one another all information concerning the FEI Entities and FEI's stockholders and Veeco and Veeco's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.21. If any event relating to any of the FEI Entities occurs, or if FEI becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then FEI shall promptly inform Veeco thereof and shall cooperate with Veeco in filing such amendment or supplement with the SEC and provide Veeco with a reasonable opportunity to comment on any such amendment or supplement prior to filing with the SEC and, if appropriate, shall cooperate with Veeco in mailing such amendment or supplement to the stockholders of FEI. If any event relating to any of the Veeco Entities occurs, or if Veeco becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Veeco shall promptly inform FEI thereof and shall cooperate with FEI in filing such amendment or supplement with the SEC and provide FEI with a reasonable opportunity to comment on any such amendment or supplement prior to filing with the SEC and, if appropriate, cooperate with FEI in mailing such amendment or supplement to the stockholders of Veeco. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 Registration Statement shall be made without the approval of both Veeco and FEI, which approval shall not be unreasonably withheld or delayed; PROVIDED, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 Registration Statement or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition, or results of operations; and PROVIDED, FURTHER, that Veeco, in connection with a change in the Veeco Board Recommendation (to the extent permitted by Section 5.23(c) hereof), and FEI, in connection with a change in the FEI Board Recommendation (to the extent permitted by Section 5.22(c) hereof), may amend or supplement the Joint Proxy Statement or Form S-4 Registration Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions be accurately described. Each party hereto will constitute advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Veeco Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or Form S-4 Registration Statement. If, at any time prior to the Effective Time, any information relating to Veeco or FEI, or any of their respective Affiliates, officers or directors, is discovered by Veeco or FEI and such information should be set forth in an amendment or supplement to (i) the prospectus forming part of the registration statement on Form S-4 Registration Statement so that such document would not contain any untrue statement of BBI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Common Stock a material fact or omit to state any material fact required to be issued stated therein or necessary in order to IVAX's shareholders pursuant to make the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and statements therein not misleading or (ii) the Joint Proxy Statement so that such document would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Mergers relating solicitation of proxies for the FEI Stockholders Meeting or the Veeco Stockholders Meeting, which has become false or misleading, the party hereto discovering such information shall promptly notify the other parties hereto and, to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" andextent required by Law, together an appropriate amendment or supplement describing such information shall be promptly filed with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement SEC and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior disseminated to the effective date stockholders of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions Veeco and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLFEI.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen (i) Parent and IVAX the Company shall jointly prepare and IVAX and Bergen Parent shall file with the SEC a document joint proxy statement (together with any amendments thereof or documents that will constitute (isupplements thereto, the "Joint Proxy Statement") relating to the prospectus forming part respective meetings of the Company shareholders (the "Company Shareholders' Meeting") to be held to consider approval of the Company Charter Amendment, the Merger and this Agreement (including the principal terms hereof) and of the Parent stockholders (the "Parent Stockholders' Meeting") to be held to consider approval of the Share Issuance and the Parent Charter Amendment and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 of BBI (together with all amendments and supplements thereto, the "Registration Statement")) in which the Joint Proxy Statement shall be included as part of the prospectus, in connection with the registration under the Securities Act of (A) the BBI Common Stock Parent Shares to be issued to IVAX's the shareholders of the Company pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of Parent and the parties hereto Company shall use all its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, and prior to the effective date of the Registration Statement. Prior to the Effective Time, Parent shall use its reasonable best efforts to obtain all applicable approvals needed to ensure that the parties hereto shall take all action Parent Common Stock to be issued in the Merger will be registered or qualified as may be required under the securities law of every jurisdiction of the United States in which any applicable Laws in connection with registered holder of Company Shares has an address of record on the issuance record date for determining the shareholders entitled to notice of shares and to vote at the Company Shareholders' Meeting. Each of BBI Common Stock pursuant to Parent and the Mergers. Bergen or IVAX, as the case may be, Company shall furnish all information concerning Bergen or IVAX itself as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable practicable, but in no event later than the third business day, after the Registration Statement shall have become effective, each of Parent and the Company shall mail or cause to be mailed the Joint Proxy Statement to their respective stockholders. The Registration Statement shall register for resale the shares of Parent Common Stock received in the Merger by each affiliate (within the meaning of Rule 145 of the Securities Act) of the Company that is not an affiliate (within the meaning of Rule 144 of the Securities Act) of Parent immediately following the Effective Time, and shall include the information required by Item 7 of Form S-4 and Item 507 of Regulation S-K under the Securities Act for the benefit of such affiliates as selling stockholders of the number of shares of Parent Common Stock received in the Merger. If required by applicable Legal Requirements after the Effective Time, Parent shall file a post-effective amendment on Form S-3 to the Registration Statement (the "S-3 Amendment") which shall include a resale prospectus for the selling stockholders of the number of shares of Parent Common Stock received by them in the Merger, and Parent shall keep the S-3 Amendment effective until the earlier of one year after the Effective Time or the date of final sale by the Registration Statementselling stockholders of all shares of Parent Common Stock registered on the S-3 Amendment. Subject to paragraph (c) of this Section 6.01, the Joint Proxy Statement shall be mailed include the unanimous recommendation of the Board of Directors of the Company to the shareholders of Bergen the Company to vote in favor of approving the Company Charter Amendment, this Agreement (including the principal terms hereof) and IVAX. Each the Merger (the "Company Board Recommendation") and neither the Board of Directors of the parties hereto Company nor any committee thereof shall cause withhold, withdraw, amend, modify or change, or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to Parent, the Company Board Recommendation. For purposes of this Agreement, the Company Board Recommendation shall be deemed to have been modified in a manner adverse to Parent if such recommendation shall no longer be unanimous. Prior to the approval of this Agreement and the approval of the Merger by the requisite vote of the shareholders of the Company, nothing in this Agreement shall prevent the Company's Board of Directors from withholding, withdrawing, amending, modifying or changing the Company Board Recommendation if (i) a Company Superior Proposal (as defined in Section 6.05(c) below) is made to the Company and is not withdrawn, (ii) the Company shall have promptly, but in no event more than 24 hours after receiving such Company Superior Proposal, provided written notice to Parent advising Parent that the Company has received a Company Superior Proposal, specifying the terms and conditions of such Company Superior Proposal in reasonable detail and identifying the person or entity making such Company Superior Proposal (a "Notice of Company Superior Proposal"), (iii) Parent shall not have, within five business days of Parent's receipt of the Notice of Company Superior Proposal, made an offer that the Company's Board of Directors by a majority vote determines in its good faith judgment to be at least as favorable to the Company and its shareholders as such Company Superior Proposal (it being agreed that the Company's Board of Directors shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof), (iv) the Board of Directors of the Company concludes in good faith, after consultation with its outside legal counsel, that, in light of such Superior Proposal, the failure to withhold, withdraw, amend, modify or change such recommendation would create a substantial risk of liability for breach of its fiduciary obligations to the Company and its shareholders under applicable Law and (v) the Company shall not have violated any of the restrictions set forth in Section 6.05 and shall have complied with this Section 6.01(c). The Company shall provide Parent with reasonable advance notice of any meeting of the Company's Board of Directors (provided that in no event shall such notice be given less than 36 hours prior to any such meeting) at which the Company's Board of Directors is reasonably expected to consider any Company Acquisition Transaction (as defined in Section 6.05(b) below). Subject to applicable Law, nothing contained in this Section 6.01(c) shall limit the Company's obligation to convene and hold the Company Shareholders' Meeting (regardless of whether the Company Board Recommendation shall have been withheld, withdrawn, amended, modified or changed). Subject to paragraph (e) of this Section 6.01, the Joint Proxy Statement shall include the unanimous recommendation of the Board of Directors of Parent to the stockholders of Parent to vote in favor of the Share Issuance and the Parent Charter Amendment (the "Parent Board Recommendation") and neither the Board of Directors of Parent nor any committee thereof shall withhold, withdraw, amend, modify or change, or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to the Company, the Parent Board Recommendation. For purposes of this Agreement, such recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to the Company if such recommendation shall no longer be unanimous. Prior to the adoption and approval of this Agreement and the approval of the Merger by the requisite vote of the stockholders of Parent, nothing in this Agreement shall prevent the Parent's Board of Directors from withholding, withdrawing, amending, modifying or changing the Parent Board Recommendation if (i) a Parent Superior Proposal (as defined in Section 6.06(c) below) is made to Parent and is not withdrawn, (ii) Parent shall have promptly, but in no event more than 24 hours after receiving such Company Superior Proposal, provided written notice to the Company advising the Company that Parent has received a Parent Superior Proposal, specifying the terms and conditions of such Parent Superior Proposal in reasonable detail and identifying the person or entity making such Parent Superior Proposal (a "Notice of Parent Superior Proposal"), (iii) the Company shall not have, within five business days of the Company's receipt of the Notice of Parent Superior Proposal, made an offer that the Parent's Board of Directors by a majority vote determines in its good faith judgment (based on the written advice of a reputable financial advisor) to be at least as favorable to Parent and its stockholders as such Parent Superior Proposal (it being agreed that the Parent's Board of Directors shall convene a meeting to consider any such offer by the Company promptly following the receipt thereof), (iv) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend, modify or change such recommendation would create a substantial risk of liability for breach of its fiduciary obligations to Parent and its stockholders under applicable Law and (v) Parent shall not have violated any of the restrictions set forth in Section 6.06 and shall have complied with this Section 6.01(e). Parent shall provide the Company with reasonable advance notice of any meeting of the Parent's Board of Directors at which the Parent's Board of Directors (provided that in no event shall such notice be given less than 36 hours prior to any such meeting) is reasonably expected to consider any Parent Acquisition Transaction (as defined in Section 6.06(b) below). Subject to applicable Law, nothing contained in this Section 6.01(e) shall limit the Parent's obligation to convene and hold the Parent Stockholders' Meeting (regardless of whether the Parent Board Recommendation shall have been withheld, withdrawn, amended, modified or changed). Subject to Sections 6.01(c) and (e) with respect to the Company Board Recommendation or the Parent Board Recommendation, no amendment or supplement to the Joint Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (such approval not to be unreasonably withheld or delayed). Each of Parent and the Company will advise the other, promptly after it receives notice thereof, of the time the SEC has issued formal comments to the Registration Statement, of the time at which the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The information supplied by Parent for inclusion in the Registration Statement and the Joint Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) any time the Joint Proxy Statement is mailed to the stockholders of the Company and/or Parent, (iii) the time of the Company Shareholders' Meeting, (iv) the time of the Parent Stockholders' Meeting, and (v) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement is discovered by Parent, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. The information supplied by the Company for inclusion in the Registration Statement and the Joint Proxy Statement shall not, at (i) the Exchange Acttime the Registration Statement is declared effective, (ii) AMEX and any time the NYSEJoint Proxy Statement is mailed to the stockholders of the Company and/or Parent, (iii) the Securities Act and time of the Company Shareholders' Meeting, (iv) the FBCAtime of the Parent Stockholders' Meeting and (v) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement is discovered by the Company, the NJBCA Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the DGCLExchange Act. At or prior to the filing of the Form S-4 Registration Statement, Parent, Merger Sub and the Company shall execute and deliver to Xxxxxxxxx Xxxxxxx and Xxxxxx Godward certificates as contemplated in Section 6.09 of this Agreement. At the Effective Time, Parent, Merger Sub and the Company shall each confirm to Xxxxxxxxx Xxxxxxx and Xxxxxx Godward the accuracy and completeness as of the Effective Time of the certificates delivered pursuant to the immediately preceding sentence. Following delivery of such certificates, each of Parent and the Company shall use its reasonable efforts to cause Xxxxxxxxx Xxxxxxx and Xxxxxx Godward, respectively, to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely of the certificates referred to in this Section 6.02(i).

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after None of the execution of this Agreement, Bergen and IVAX shall jointly prepare and IVAX and Bergen shall file with information to be supplied by the SEC a document Company in writing for inclusion or documents that will constitute incorporation by reference in (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration StatementFORM S-4"), ) to be filed with the SEC by Parent in connection with the registration under the Securities Act of (A) the BBI sale of Parent Common Stock Shares by Dutchco to be issued to IVAX's shareholders pursuant to the IVAX Merger holders of Units in exchange for such Units, and (B) issuance of Exchangeable Shares by the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen MergerContinuing Corporation, and (ii) the Joint Proxy Statement with respect proxy statement relating to the Mergers general special meeting of the Company's shareholders (the "COMPANY SHAREHOLDERS' MEETING") and the proxy statement relating to the special meeting of each of IVAXParent's shareholders stockholders (the "IVAX ShareholdersPARENT STOCKHOLDERS' MeetingMEETING") and Bergen's shareholders to be held in connection with the Transactions (collectively, the "Bergen Shareholders' MeetingJOINT PROXY STATEMENT" and, together with the IVAX Shareholders' MeetingForm S-4, the "Shareholders' MeetingsJOINT PROXY STATEMENT/PROSPECTUS"), and (iii) any other document to be filed with the SEC or any regulatory agency by any member of the Parent Group or the Company in connection with the transactions contemplated by this Agreement (the "OTHER FILINGS") to be held to consider approval of this Agreement and will, (A) at the Mergers contemplated hereby respective times such documents are filed with the SEC or other regulatory agency, (such document, together with any amendments thereto, B) in the "Joint Proxy Statement"). Copies case of the Joint Proxy Statement shall be provided Statement/Prospectus, at the date it or any amendments or supplements thereto are mailed to AMEX and stockholders, at the NYSE in accordance with the rules of such exchanges. Each time of the parties hereto shall use all reasonable efforts to cause Company Shareholders' Meeting and at the Registration Statement to become Effective Time and (C) in the case of the Form S-4, when it becomes effective as promptly as practicableunder the Securities Act, and, prior to at the effective Effective Time and on the date of any post-effective amendment thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Registration Statementstatements therein, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions and the preparation light of the Registration Statement and Joint Proxy Statementcircumstances under which they are made, not misleading. As promptly as practicable after the effective date of the Registration Statement, the The Joint Proxy Statement shall be mailed (as it relates to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to Company Shareholders' Meeting) will comply as to form and substance in all material respects with the applicable requirements provisions of (i) the Quebec Act and the Exchange Act. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, (ii) AMEX and officers or directors should be discovered by the NYSE, (iii) Company which should be set forth in an amendment to the Securities Act and (iv) Form S-4 or a supplement to the FBCA, the NJBCA and the DGCL.A-9

Registration Statement; Joint Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Bergen (i) Parent and IVAX the Company shall jointly prepare and IVAX each file with the SEC proxy materials that shall constitute the joint proxy statement (together with any amendments thereof or supplements thereto, (the "PROXY STATEMENT")) relating to the meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS' MEETING") and Bergen the meeting of Parent's stockholders (the "PARENT STOCKHOLDERS' MEETING" and, together with the Company Stockholders' Meeting, the "STOCKHOLDERS' MEETINGS") to be held to consider adoption of this Agreement and approval of the Mergers (including, in the case of the Parent Stockholders Meeting, the issuance of the shares of Holdco Common Stock in the Company Merger), and (ii) Holdco shall prepare and file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration StatementREGISTRATION STATEMENT")) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the BBI Common shares of Holdco common Stock to be issued to IVAX's shareholders the stockholders of the Company and the Parent pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchangesMergers. Each of Parent and the parties hereto Company shall use all commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior and to the effective date of keep the Registration Statement, Statement effective as long as is necessary to consummate the parties hereto shall take all action required under any applicable Laws in connection with Mergers and the issuance of shares of BBI Common Stock pursuant to the Mergerstransactions contemplated hereby. Bergen or IVAX, as the case may be, The Company shall furnish all information concerning Bergen or IVAX the Company as the other party Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration StatementStatement shall have become effective, the Joint Proxy Statement Company shall be mailed to mail the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as its stockholders and Parent shall mail the Proxy Statement to form its stockholders. The Proxy Statement and substance in all material respects with other proxy materials shall be subject to the applicable requirements review and reasonable approval of (i) the Exchange Act, (ii) AMEX Parent and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLCompany.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Bergen Parent and IVAX Company shall jointly prepare and IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI Parent (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Parent Common Stock to be issued to IVAXCompany's shareholders stockholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement joint proxy statement with respect to the Mergers Merger relating to the special meeting meetings of each of IVAXCompany's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") stockholders to be held to consider approval of this Agreement and the Mergers contemplated hereby Merger (such document, the "Company Stockholders' Meeting") and of Parent's stockholders to be held to consider approval of the issuance of Parent Common Stock (the "Share Issuance") to Company's stockholders pursuant to the Merger (the "Parent Stockholders' Meeting") (together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to the AMEX and the NYSE NNM in accordance with the rules of such exchangesits rules. Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Parent Common Stock pursuant to the MergersMerger. Bergen Parent or IVAXCompany, as the case may be, shall furnish all information concerning Bergen Parent or IVAX Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders stockholders of Bergen Company and IVAXof Parent. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) AMEX and the NYSESecurities Act, (iii) the Securities Act rules and (iv) regulations of the FBCA, the NJBCA AMEX and the DGCLNNM.

Registration Statement; Joint Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Bergen (i) Parent and IVAX the Company shall jointly prepare and IVAX each file with the SEC proxy materials that shall constitute the joint proxy statement (together with any amendments thereof or supplements thereto, (the "Proxy Statement")) relating to the meeting of the Company's stockholders (the "Company Stockholders' Meeting") and Bergen the meeting of Parent's stockholders (the "Parent Stockholders' Meeting" and, together with the Company Stockholders' Meeting, the "Stockholders' Meetings") to be held to consider adoption of this Agreement and approval of the Mergers (including, in the case of the Parent Stockholders Meeting, the issuance of the shares of Holdco Common Stock in the Company Merger), and (ii) Holdco shall prepare and file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement")) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the BBI Common shares of Holdco common Stock to be issued to IVAX's shareholders the stockholders of the Company and the Parent pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchangesMergers. Each of Parent and the parties hereto Company shall use all commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior and to the effective date of keep the Registration Statement, Statement effective as long as is necessary to consummate the parties hereto shall take all action required under any applicable Laws in connection with Mergers and the issuance of shares of BBI Common Stock pursuant to the Mergerstransactions contemplated hereby. Bergen or IVAX, as the case may be, The Company shall furnish all information concerning Bergen or IVAX the Company as the other party Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration StatementStatement shall have become effective, the Joint Proxy Statement Company shall be mailed to mail the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as its stockholders and Parent shall mail the Proxy Statement to form its stockholders. The Proxy Statement and substance in all material respects with other proxy materials shall be subject to the applicable requirements review and reasonable approval of (i) the Exchange Act, (ii) AMEX Parent and the NYSE, (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCLCompany.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable (and in any event within 45 days) after the execution of this Agreement, Bergen (i) Zillow and IVAX Trulia shall jointly prepare and IVAX and Bergen shall file cause to be filed with the SEC a document joint proxy statement to be sent to the stockholders of Trulia relating to the meeting of Trulia’s stockholders (the “Trulia Stockholders’ Meeting”) to be held to consider adoption of this Agreement and to be sent to the shareholders of Zillow relating to the meeting of Zillow’s shareholders (the “Zillow Shareholders’ Meeting” and, together with Trulia Stockholders’ Meeting, the “Special Meetings”) to be held to consider approval of this Agreement (such proxy statement, as amended or documents that will constitute supplemented, being referred to herein as the “Joint Proxy Statement”) and (iii) HoldCo shall prepare and cause to be filed with the prospectus forming part of the SEC a registration statement on Form S-4 of BBI (together with all amendments thereto, the "“Registration Statement"”), in which the Joint Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the BBI shares of HoldCo Class A Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the "Joint Proxy Statement")Mergers. Copies of the Joint Proxy Statement shall be provided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of the The parties hereto shall use all their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto HoldCo shall take all or any action required under any applicable Laws federal or state securities laws (other than qualifying to do business in any jurisdiction in which it is not now so qualified) in connection with the issuance of shares of BBI HoldCo Class A Common Stock pursuant to the Mergers. Bergen or IVAX, as the case may be, Each party shall furnish to the other party all information concerning Bergen or IVAX it and its business as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As Each party shall advise the other party, promptly as practicable after the effective date they receive notice thereof, of the Registration Statement, any comments on the Joint Proxy Statement or the Registration Statement and responses thereto from, or requests for additional information by, the SEC and each shall be mailed use its reasonable best efforts to respond as promptly as reasonably practicable to any such comments, responses or requests. Notwithstanding the shareholders of Bergen and IVAX. Each of the parties hereto shall cause foregoing, prior to filing the Joint Proxy Statement or the Registration Statement (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to comply as any comments or requests of the SEC with respect thereto, each party (x) shall provide the other an opportunity to form review and substance in all material respects with comment on such document or response (including the applicable requirements proposed final version of (i) the Exchange Actsuch document or response), (iiy) AMEX and shall include in such document or response all comments reasonably proposed by the NYSE, (iii) the Securities Act other and (ivz) shall not file or mail such document or respond to the FBCASEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Trulia, in connection with a Trulia Board Recommendation Change, or Zillow, in connection with a Zillow Board Recommendation Change, may amend or supplement the Joint Proxy Statement pursuant to a Qualifying Amendment to effect such change, and in such event, the NJBCA and the DGCL.right of approval set forth in this clause