Common use of Regulatory and Third Party Approvals Clause in Contracts

Regulatory and Third Party Approvals. (a) Subject to the terms and conditions herein provided, CIMA and aaiPharma shall: (1) as promptly as reasonably practicable make their respective filings under the HSR Act with respect to the Mergers, and thereafter promptly make any other required submissions under the HSR Act; (2) use their reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the transactions contemplated hereby (the "Requisite Regulatory Approvals") and (B) timely making all such filings in respect of those Requisite Regulatory Approvals and timely seeking all such Requisite Regulatory Approvals; (3) use their reasonable best efforts to prepare and file, as applicable, as soon as is reasonably practical, all documentation to effect and obtain all Requisite Regulatory Approvals; (4) promptly notify each other as soon as is reasonably practicable of any material communication concerning this Agreement or the transactions contemplated hereby (including the Mergers) to that party or its Subsidiaries from any Governmental Authority and permit the other party to review in advance any proposed communications concerning this Agreement or the transactions contemplated hereby (including the Mergers) to any Governmental Authority; (5) to the extent reasonably practicable, not agree to participate in any meeting or discussion with any Governmental Authority in respect of any filings, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby (including the Mergers) unless it consults with the other party in advance and, to the extent reasonably practicable and permitted by such Governmental Authority, gives the other party the opportunity to attend and participate in the meeting or discussion; (6) furnish the other party with copies of all material correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority or members or their respective staffs on the other hand, with respect to this Agreement and the Mergers; (7) furnish the other party with such necessary information and reasonable assistance as such other party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Authority, including any filings necessary or appropriate under the provisions of the HSR Act; and (8) not voluntarily extend any waiting period under the HSR Act and/or enter into any agreement with a Governmental Authority to delay or not to consummate the Mergers except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed (which reasonableness shall be determined in light of CIMA's and aaiPharma's obligation to consummate the Mergers as promptly as reasonably practicable following the date of this Agreement). CIMA, aaiPharma and their respective Subsidiaries may designate any competitively sensitive information provided to the other under this Section 6.09(a) as "outside counsel only." Such information shall be given only to outside counsel of the recipient. In addition, CIMA, aaiPharma and their respective Subsidiaries may redact any competitively sensitive information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of a Requisite Regulatory Approval. (b) Without limiting Section 6.09(a), CIMA and aaiPharma shall: (1) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including defending through litigation on the merits any claim asserted in any court by any party; and (2) each use its reasonable best efforts to avoid or eliminate impediments under any antitrust, competition or trade regulation law that may be asserted by any Governmental Authority with respect to the Mergers so as to enable the Closing to occur as soon as reasonably possible (and in any event prior to the Termination Date), provided that nothing in this Section 6.09 shall require either CIMA or aaiPharma to (i) license, sell, divest or dispose of any material assets or businesses of CIMA or aaiPharma or any of their respective Subsidiaries or (ii) otherwise take or commit to take any action that limits in any material respect its freedom of action with respect to, or its ability to retain, any of the assets or businesses of CIMA or aaiPharma or any of their respective Subsidiaries. (c) Each of CIMA and aaiPharma shall give (or shall cause their respective Subsidiaries to give) any notices to non-governmental third parties, and use, and cause their respective Subsidiaries to use, reasonable best efforts to obtain any non-governmental third party consents with respect to it, (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) required to be disclosed in Section 5.03(g) of the CIMA Disclosure Letter or the aaiPharma Disclosure Letter, as applicable, or (iii) required to prevent a CIMA Material Adverse Effect or a aaiPharma Material Adverse Effect from occurring prior to or after the Effective Time. In the event that either party shall fail to obtain any third party consent described in the first sentence of this Section 6.09(c), such party shall use reasonable best efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon CIMA and aaiPharma, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent; provided that no obligation to make a material payment or to grant a material right shall be imposed by this Section 6.09(c).

Regulatory and Third Party Approvals. (a) Subject to the terms and conditions herein provided, CIMA and aaiPharma Cephalon shall: (1) as promptly as reasonably practicable make their respective filings under the HSR Act with respect to the MergersMerger, and thereafter promptly make any other required submissions under the HSR Act; (2) use their reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the Mergers Merger and the transactions contemplated hereby (the "Requisite Regulatory Approvals") and (B) timely making all such filings in respect of those Requisite Regulatory Approvals and timely seeking all such Requisite Regulatory Approvals; (3) use their reasonable best efforts to prepare and file, as applicable, as soon as is reasonably practical, all documentation to effect and obtain all Requisite Regulatory Approvals; (4) promptly notify each other as soon as is reasonably practicable of any material communication concerning this Agreement or the transactions contemplated hereby (including the MergersMerger) to that party or its Subsidiaries from any Governmental Authority and permit the other party to review in advance any proposed communications concerning this Agreement or the transactions contemplated hereby (including the MergersMerger) to any Governmental Authority; (5) to the extent reasonably practicable, not agree to participate in any meeting or discussion with any Governmental Authority in respect of any filings, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby (including the MergersMerger) unless it consults with the other party in advance and, to the extent reasonably practicable and permitted by such Governmental Authority, gives the other party the opportunity to attend and participate in the meeting or discussion; (6) furnish the other party with copies of all material correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority or members or their respective staffs on the other hand, with respect to this Agreement and the MergersMerger; (7) furnish the other party with such necessary information and reasonable assistance as such other party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Authority, including any filings necessary or appropriate under the provisions of the HSR Act; and (8) not voluntarily extend any waiting period under the HSR Act and/or enter into any agreement with a Governmental Authority to delay or not to consummate the Mergers Merger except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed (which reasonableness shall be determined in light of CIMA's and aaiPharmaCephalon's obligation to consummate the Mergers Merger as promptly as reasonably practicable following the date of this Agreement). CIMA, aaiPharma Cephalon and their respective Subsidiaries may designate any competitively sensitive information provided to the other under this Section 6.09(a) as "outside counsel only." Such information shall be given only to outside counsel of the recipient. In addition, CIMA, aaiPharma Cephalon and their respective Subsidiaries may redact any competitively sensitive information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of a Requisite Regulatory Approval. (b) Without limiting Section 6.09(a), CIMA and aaiPharma Cephalon shall: (1) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including defending through litigation on the merits any claim asserted in any court by any party; and (2) each use its reasonable best efforts to avoid or eliminate impediments under any antitrust, competition or trade regulation law that may be asserted by any Governmental Authority with respect to the Mergers Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event prior to the Termination Date), provided that nothing in this Section 6.09 shall require either CIMA or aaiPharma Cephalon to (i) license, sell, divest or dispose of any material assets or businesses of CIMA or aaiPharma Cephalon or any of their respective Subsidiaries or (ii) otherwise take or commit to take any action that limits in any material respect its freedom of action with respect to, or its ability to retain, any of the assets or businesses of CIMA or aaiPharma Cephalon or any of their respective SubsidiariesSubsidiaries if, any such sale, divestiture, disposition or action (x) is not conditioned upon the consummation of the Merger or (y) would, individually or in the aggregate, have a Material Adverse Effect on the Surviving Corporation or Cephalon after giving effect to the Merger. (c) Each of CIMA and aaiPharma Cephalon shall give (or shall cause their respective Subsidiaries to give) any notices to non-governmental third parties, and use, and cause their respective Subsidiaries to use, reasonable best efforts to obtain any non-governmental third party consents with respect to it, (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) required to be disclosed in Section 5.03(g) of the CIMA Disclosure Letter or the aaiPharma Disclosure Letter, as applicable, or (iii) required to prevent a CIMA Material Adverse Effect or a aaiPharma Cephalon Material Adverse Effect from occurring prior to or after the Effective Time. In the event that either party shall fail to obtain any third party consent described in the first sentence of this Section 6.09(c), such party shall use reasonable best efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon CIMA and aaiPharmaCephalon, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent; provided that no obligation to make a material payment or to grant a material right shall be imposed by this Section 6.09(c).

Regulatory and Third Party Approvals. (a) Subject to Section 7.2(c), the terms and conditions herein providedPurchaser shall, CIMA and aaiPharma shall: (1) as promptly as reasonably practicable make their respective filings under after the HSR Act with respect to the Mergers, and thereafter promptly make any other required submissions under the HSR Act; date hereof (2i) use their its commercially reasonable best efforts to cooperate with one another in (A) determining which give all notices to, make all filings are required to be made prior to the Effective Time and applications with, obtain all consents and which consentsapprovals of and take any action in respect of, approvals, permits or authorizations are required to be obtained prior to the Effective Time from any Persons and Governmental Authorities in connection with that are necessary or advisable of the execution and delivery of Purchaser to consummate the transactions contemplated by this Agreement and the consummation other Transaction Documents set forth in Section 5.3 and Section 5.4 of the Mergers Schedule 5; (ii) provide such other information and the transactions contemplated hereby (the "Requisite Regulatory Approvals") communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith and (Biii) timely making all such filings in respect of those Requisite Regulatory Approvals and timely seeking all such Requisite Regulatory Approvals; (3) use their reasonable best efforts to prepare and file, as applicable, as soon as is reasonably practical, all documentation to effect and obtain all Requisite Regulatory Approvals; (4) promptly notify each other as soon as is reasonably practicable of any material communication concerning this Agreement or the transactions contemplated hereby (including the Mergers) to that party or its Subsidiaries from any Governmental Authority and permit the other party to review in advance any proposed communications concerning this Agreement or the transactions contemplated hereby (including the Mergers) to any Governmental Authority; (5) to the extent reasonably practicable, not agree to participate in any meeting or discussion with any Governmental Authority in respect of any filings, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby (including the Mergers) unless it consults with the other party in advance and, to the extent reasonably practicable and permitted by such Governmental Authority, gives the other party the opportunity to attend and participate in the meeting or discussion; (6) furnish the other party with copies of all material correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority or members or their respective staffs on the other hand, with respect to this Agreement and the Mergers; (7) furnish the other party with provide such necessary information and reasonable assistance cooperation to the Acquired Companies, the Subsidiaries and their outside counsel as such other party and its Affiliates may reasonably request requested by the Acquired Companies in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Authority, including any filings necessary or appropriate under the provisions performance of the HSR Act; Acquired Companies’ obligations under Section 6.3. The Purchaser shall provide prompt notification to the Acquired Companies and the Sellers when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Acquired Companies and the Sellers of any communications (and (8) not voluntarily extend , unless precluded by Law, provide copies of any waiting period under such communications that are in writing to the HSR Act and/or enter into any agreement with a Governmental Authority to delay or not to consummate Acquired Companies and the Mergers except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed (which reasonableness shall be determined in light of CIMA's and aaiPharma's obligation to consummate the Mergers as promptly as reasonably practicable following the date of this Agreement). CIMA, aaiPharma Sellers and their respective Subsidiaries may designate outside counsels) with any competitively sensitive information provided to Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or the other under this Section 6.09(a) as "outside counsel only." Such information shall be given only to outside counsel of the recipient. In addition, CIMA, aaiPharma and their respective Subsidiaries may redact any competitively sensitive information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of a Requisite Regulatory ApprovalTransaction Documents. (b) Without limiting Section 6.09(a)the generality of the foregoing, CIMA the Purchaser shall consult and aaiPharma shall: (1) each use its reasonable best efforts cooperate with the Acquired Companies and the Sellers, in connection with all notices, filings, applications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted in connection with obtaining all consents and approvals from any Governmental Authorities necessary to consummate the transactions contemplated hereby or under the other Transaction Documents. The Purchaser may make any notification, filing, application, responses to inquiries or other submission that it believes is reasonably necessary to avoid the entry of, any restraint or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including defending through litigation on the merits any claim asserted in any court by any party; and (2) each use its reasonable best efforts to avoid or eliminate impediments under any antitrust, competition or trade regulation law that may be asserted challenge by any Governmental Authority of the transactions contemplated hereby or under the other Transaction Documents. Without limiting the generality of the foregoing, Purchaser shall consult with the Acquired Companies and Sellers in advance of making any such notification, application, response to inquiries or other submission, including providing the Acquired Companies and the Sellers with a copy of such notification, filing, application or other submission in draft form (subject to reasonable redactions or limiting the sharing of such draft, or parts thereof, to an outside-counsel-only basis where appropriate) and giving the Acquired Companies and the Sellers a reasonable opportunity to consider its content before it is filed with the relevant Governmental Authority, and the Purchaser shall consider and take account of all reasonable comments timely made in this respect. The Purchaser shall promptly notify the Acquired Companies and the Sellers of any substantive communications from or with any Government Authority with respect to the Mergers so as transactions contemplated by this Agreement and the other Transaction Documents and will use its commercially reasonable efforts to enable ensure, to the Closing to occur as soon as reasonably possible (extent permitted by Law, that the Acquired Companies and the Sellers, or their outside counsel where appropriate, are involved in any event prior substantive communications and invited to attend meetings with, or other appearances before, any Government Authority with respect to the Termination Date)transactions contemplated by this Agreement and the other Transaction Documents. (c) Notwithstanding anything to the contrary set forth herein, provided in no event will Purchaser be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or payment, to accept any operational restriction, or take any other action that nothing will in this Section 6.09 shall require either CIMA any way limit the right of Purchaser to own or aaiPharma to (i) licenseoperate all or any portion of its assets, sell, divest or dispose of any material assets properties or businesses of CIMA or aaiPharma the assets, properties or businesses being acquired pursuant to this Agreement. The Sellers shall not discuss, negotiate or commit to any of divestiture transaction, or discuss or commit to alter their respective Subsidiaries businesses or (ii) commercial practices in any way, or otherwise take or commit to take any action that limits in any material respect its Purchaser’s freedom of action with respect toPurchaser’s assets, or its ability to retain, any of the assets properties or businesses of CIMA or aaiPharma the assets, properties or any of their respective Subsidiaries. (c) Each of CIMA and aaiPharma shall give (or shall cause their respective Subsidiaries businesses being acquired pursuant to give) any notices to non-governmental third parties, and use, and cause their respective Subsidiaries to use, reasonable best efforts to obtain any non-governmental third party consents with respect to it, (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) required to be disclosed in Section 5.03(g) of the CIMA Disclosure Letter or the aaiPharma Disclosure Letter, as applicable, or (iii) required to prevent a CIMA Material Adverse Effect or a aaiPharma Material Adverse Effect from occurring prior to or after the Effective Time. In the event that either party shall fail to obtain any third party consent described in the first sentence of this Section 6.09(c), such party shall use reasonable best efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon CIMA and aaiPharma, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent; provided that no obligation to make a material payment or to grant a material right shall be imposed by this Section 6.09(c).

Regulatory and Third Party Approvals. (a) Subject to the terms and conditions herein provided, CIMA and aaiPharma Cephalon shall: (1) as promptly as reasonably practicable make their respective filings under the HSR Act with respect to the MergersMerger, and thereafter promptly make any other required submissions under the HSR Act; (2) use their reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the Mergers Merger and the transactions contemplated hereby (the "Requisite Regulatory Approvals") and (B) timely making all such filings in respect of those Requisite Regulatory Approvals and timely seeking all such Requisite Regulatory Approvals; (3) use their reasonable best efforts to prepare and file, as applicable, as soon as is reasonably practical, all documentation to effect and obtain all Requisite Regulatory Approvals; (4) promptly notify each other as soon as is reasonably practicable of any material communication concerning this Agreement or the transactions contemplated hereby (including the MergersMerger) to that party or its Subsidiaries from any Governmental Authority and permit the other party to review in advance any proposed communications concerning this Agreement or the transactions contemplated hereby (including the MergersMerger) to any Governmental Authority; (5) to the extent reasonably practicable, not agree to participate in any meeting or discussion with any Governmental Authority in respect of any filings, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby (including the MergersMerger) unless it consults with the other party in advance and, to the extent reasonably practicable and permitted by such Governmental Authority, gives the other party the opportunity to attend and participate in the meeting or discussion; (6) furnish the other party with copies of all material correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority or members or their respective staffs on the other hand, with respect to this Agreement and the MergersMerger; (7) furnish the other party with such necessary information and reasonable assistance as such other party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Authority, including any filings necessary or appropriate under the provisions of the HSR Act; and (8) not voluntarily extend any waiting period under the HSR Act and/or enter into any agreement with a Governmental Authority to delay or not to consummate the Mergers Merger except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed (which reasonableness shall be determined in light of CIMA's and aaiPharmaCephalon's obligation to consummate the Mergers Merger as promptly as reasonably practicable following the date of this Agreement). CIMA, aaiPharma and their respective Subsidiaries may designate any competitively sensitive information provided to the other under this Section 6.09(a) as "outside counsel only." Such information shall be given only to outside counsel of the recipient. In addition, CIMA, aaiPharma and their respective Subsidiaries may redact any competitively sensitive information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of a Requisite Regulatory Approval. (b) Without limiting Section 6.09(a), CIMA and aaiPharma shall: (1) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including defending through litigation on the merits any claim asserted in any court by any party; and (2) each use its reasonable best efforts to avoid or eliminate impediments under any antitrust, competition or trade regulation law that may be asserted by any Governmental Authority with respect to the Mergers so as to enable the Closing to occur as soon as reasonably possible (and in any event prior to the Termination Date), provided that nothing in this Section 6.09 shall require either CIMA or aaiPharma to (i) license, sell, divest or dispose of any material assets or businesses of CIMA or aaiPharma or any of their respective Subsidiaries or (ii) otherwise take or commit to take any action that limits in any material respect its freedom of action with respect to, or its ability to retain, any of the assets or businesses of CIMA or aaiPharma or any of their respective Subsidiaries. (c) Each of CIMA and aaiPharma shall give (or shall cause their respective Subsidiaries to give) any notices to non-governmental third parties, and use, and cause their respective Subsidiaries to use, reasonable best efforts to obtain any non-governmental third party consents with respect to it, (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) required to be disclosed in Section 5.03(g) of the CIMA Disclosure Letter or the aaiPharma Disclosure Letter, as applicable, or (iii) required to prevent a CIMA Material Adverse Effect or a aaiPharma Material Adverse Effect from occurring prior to or after the Effective Time. In the event that either party shall fail to obtain any third party consent described in the first sentence of this Section 6.09(c), such party shall use reasonable best efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon CIMA and aaiPharma, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent; provided that no obligation to make a material payment or to grant a material right shall be imposed by this Section 6.09(c).

Regulatory and Third Party Approvals. (a) Subject to the terms and conditions herein providedThe Purchaser shall, CIMA and aaiPharma shall: (1) as promptly as reasonably practicable make their respective filings under the HSR Act with respect to the Mergers, and thereafter promptly make any other required submissions under the HSR Act; (2) use their reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the transactions contemplated hereby (the "Requisite Regulatory Approvals") and (B) timely making all such filings in respect of those Requisite Regulatory Approvals and timely seeking all such Requisite Regulatory Approvals; (3) use their reasonable best efforts to prepare and file, as applicable, as soon as is reasonably practical, all documentation to effect and obtain all Requisite Regulatory Approvals; (4) promptly notify each other as soon as is reasonably practicable of any material communication concerning this Agreement or the transactions contemplated hereby (including the Mergers) to that party or its Subsidiaries from any Governmental Authority and permit the other party to review in advance any proposed communications concerning this Agreement or the transactions contemplated hereby (including the Mergers) to any Governmental Authority; (5) to the extent reasonably practicable, not agree to participate in any meeting or discussion with any Governmental Authority in respect of any filings, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby (including the Mergers) unless it consults with the other party in advance and, to the extent reasonably practicable and permitted by such Governmental Authority, gives the other party the opportunity to attend and participate in the meeting or discussion; (6) furnish the other party with copies of all material correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority or members or their respective staffs on the other hand, with respect to this Agreement and the Mergers; (7) furnish the other party with such necessary information and reasonable assistance as such other party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Authority, including any filings necessary or appropriate under the provisions of the HSR Act; and (8) not voluntarily extend any waiting period under the HSR Act and/or enter into any agreement with a Governmental Authority to delay or not to consummate the Mergers except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed (which reasonableness shall be determined in light of CIMA's and aaiPharma's obligation to consummate the Mergers as promptly as reasonably practicable following after the date of this Agreement). CIMA, aaiPharma and their respective Subsidiaries may designate any competitively sensitive information provided to the other under this Section 6.09(a) as "outside counsel only." Such information shall be given only to outside counsel of the recipient. In addition, CIMA, aaiPharma and their respective Subsidiaries may redact any competitively sensitive information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of a Requisite Regulatory Approval. (b) Without limiting Section 6.09(a), CIMA and aaiPharma shall: (1) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including defending through litigation on the merits any claim asserted in any court by any party; and (2) each use its reasonable best efforts to avoid or eliminate impediments under any antitrust, competition or trade regulation law that may be asserted by any Governmental Authority with respect to the Mergers so as to enable the Closing to occur as soon as reasonably possible (and in any event prior to the Termination Date), provided that nothing in this Section 6.09 shall require either CIMA or aaiPharma to hereof (i) licenseuse its commercially reasonable efforts to give all notices to, sellmake all filings and applications with, divest or dispose obtain all consents, clearances and approvals of any material assets or businesses of CIMA or aaiPharma or any of their respective Subsidiaries or (ii) otherwise take or commit to and take any action that limits in any material respect its freedom of action with respect to, or its ability to retainof, any Persons and Governmental Authorities that are required of the assets or businesses of CIMA or aaiPharma or any of their respective Subsidiaries. (c) Each of CIMA and aaiPharma shall give (or shall cause their respective Subsidiaries to give) any notices to non-governmental third parties, and use, and cause their respective Subsidiaries to use, reasonable best efforts to obtain any non-governmental third party consents with respect to it, (i) necessary, proper or advisable Purchaser to consummate the transactions contemplated by this Agreement, including those described in Section 4.3 and Section 4.4 of Schedule 4; (ii) required provide such other information and communications to be disclosed such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in Section 5.03(gconnection therewith and (iii) provide such necessary information and reasonable cooperation to the Vendor and its outside counsel as reasonably requested by the Vendor in connection with the performance of the CIMA Disclosure Letter Vendor’s obligations under Section 5.3. The Purchaser shall provide prompt notification to the Vendor when any such consent, clearance, approval, action, filing or the aaiPharma Disclosure Letternotice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Vendor of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing to the Vendor and its outside counsel) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement. (iiib) required Without limiting the generality of the foregoing, the Purchaser shall consult and cooperate with the Vendor in connection with all notices, filings, applications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Purchaser in connection with obtaining all consents and approvals from any Governmental Authorities necessary to prevent consummate the transactions contemplated hereby. The Purchaser will not make any notification, filing, application or other submission in relation to the transactions contemplated hereby without first providing the Vendor with a CIMA Material Adverse Effect copy of such notification, filing, application or other submission in draft form (subject to reasonable redactions or limiting the sharing of such draft, or parts thereof, to an outside-counsel-only basis where appropriate) and giving the Vendor a aaiPharma Material Adverse Effect from occurring prior reasonable opportunity to or after consider its content before it is filed with the Effective Time. In the event that either party shall fail to obtain any third party consent described in the first sentence of this Section 6.09(c), such party shall use reasonable best effortsrelevant Governmental Authority, and the Purchaser shall consider and take account of all reasonable comments timely made in this respect. The Purchaser shall promptly notify the Vendor of any such actions reasonably requested substantive communications from or with any Government Authority with respect to the transactions contemplated by the other party heretothis Agreement and will use its reasonable commercial efforts to ensure, to minimize any adverse effect upon CIMA and aaiPharmathe extent permitted by Law, their respective Subsidiaries, and their respective businesses resultingthat the Vendor, or which could reasonably be expected its outside counsel where appropriate, are involved in any substantive communications or invited to result after attend meetings with, or other appearances before, any Government Authority with respect to the Effective Time, from the failure to obtain such consent; provided that no obligation to make a material payment or to grant a material right shall be imposed transactions contemplated by this Section 6.09(c)Agreement.

Regulatory and Third Party Approvals. (a) Subject to the terms and conditions herein provided, CIMA and aaiPharma shall: (1) The Vendor shall as promptly as reasonably practicable make their respective filings under the HSR Act with respect to the Mergers, and thereafter promptly make any other required submissions under the HSR Act; (2) use their reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the transactions contemplated hereby (the "Requisite Regulatory Approvals") and (B) timely making all such filings in respect of those Requisite Regulatory Approvals and timely seeking all such Requisite Regulatory Approvals; (3) use their reasonable best efforts to prepare and file, as applicable, as soon as is reasonably practical, all documentation to effect and obtain all Requisite Regulatory Approvals; (4) promptly notify each other as soon as is reasonably practicable of any material communication concerning this Agreement or the transactions contemplated hereby (including the Mergers) to that party or its Subsidiaries from any Governmental Authority and permit the other party to review in advance any proposed communications concerning this Agreement or the transactions contemplated hereby (including the Mergers) to any Governmental Authority; (5) to the extent reasonably practicable, not agree to participate in any meeting or discussion with any Governmental Authority in respect of any filings, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby (including the Mergers) unless it consults with the other party in advance and, to the extent reasonably practicable and permitted by such Governmental Authority, gives the other party the opportunity to attend and participate in the meeting or discussion; (6) furnish the other party with copies of all material correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority or members or their respective staffs on the other hand, with respect to this Agreement and the Mergers; (7) furnish the other party with such necessary information and reasonable assistance as such other party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Authority, including any filings necessary or appropriate under the provisions of the HSR Act; and (8) not voluntarily extend any waiting period under the HSR Act and/or enter into any agreement with a Governmental Authority to delay or not to consummate the Mergers except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed (which reasonableness shall be determined in light of CIMA's and aaiPharma's obligation to consummate the Mergers as promptly as reasonably practicable following after the date of this Agreement). CIMA, aaiPharma and their respective Subsidiaries may designate any competitively sensitive information provided to the other under this Section 6.09(a) as "outside counsel only." Such information shall be given only to outside counsel of the recipient. In addition, CIMA, aaiPharma and their respective Subsidiaries may redact any competitively sensitive information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of a Requisite Regulatory Approval. (b) Without limiting Section 6.09(a), CIMA and aaiPharma shall: (1) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including defending through litigation on the merits any claim asserted in any court by any party; and (2) each use its reasonable best efforts to avoid or eliminate impediments under any antitrust, competition or trade regulation law that may be asserted by any Governmental Authority with respect to the Mergers so as to enable the Closing to occur as soon as reasonably possible (and in any event prior to the Termination Date), provided that nothing in this Section 6.09 shall require either CIMA or aaiPharma to hereof (i) licenseuse commercially reasonable efforts to give all notices to, sellmake all filings and applications with, divest or dispose of any material assets or businesses of CIMA or aaiPharma or any of their respective Subsidiaries or (ii) otherwise take or commit to obtain all consents, clearances and approvals of, and take any action that limits in any material respect its freedom of action with respect to, or its ability to retainof, any Persons and Governmental Authorities required of the assets or businesses of CIMA or aaiPharma or any of their respective Subsidiaries. (c) Each of CIMA Vendor, its Affiliates and aaiPharma shall give (or shall cause their respective Subsidiaries to give) any notices to non-governmental third parties, and use, and cause their respective Subsidiaries to use, reasonable best efforts to obtain any non-governmental third party consents with respect to it, (i) necessary, proper or advisable Subco to consummate the transactions contemplated by this Agreement, including those described in Section 3.4 and Section 3.6 of the Disclosure Schedule, (ii) required provide such other information and communications to be disclosed such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in Section 5.03(gconnection therewith, and (iii) provide such necessary information and reasonable cooperation to the Purchaser or its outside counsel as reasonably requested by the Purchaser in connection with the performance of the CIMA Disclosure Letter Purchaser’s obligations under Section 6.2. The Vendor shall provide prompt notification to the Purchaser when any such consent, clearance, approval, action, filing or the aaiPharma Disclosure Letternotice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing to the Purchaser or its outside counsel) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement. (iiib) required Without limiting the generality of the foregoing, the Vendor shall consult and cooperate with the Purchaser in connection with all notices, filings, applications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Vendor, its Affiliates or Subco in connection with obtaining all consents and approvals from any Governmental Authorities necessary to prevent consummate the transactions contemplated hereby. None of the Vendor or its Affiliates will make any notification, filing, application or other submission in relation to the transactions contemplated hereby without first providing the Purchaser with a CIMA Material Adverse Effect copy of such notification, filing, application or other submission in draft form and giving the Purchaser a aaiPharma Material Adverse Effect from occurring prior reasonable opportunity to or after consider its content before it is filed with the Effective Time. In the event that either party shall fail to obtain any third party consent described in the first sentence of this Section 6.09(c), such party shall use reasonable best effortsrelevant Governmental Authority, and shall consider and take account of all reasonable comments timely made in this respect. The Vendor shall promptly notify the Purchaser of any such actions reasonably requested substantive communications from or with any Governmental Authority with respect to the transactions contemplated by the other party heretothis Agreement and will use its reasonable commercial efforts to ensure, to minimize any adverse effect upon CIMA and aaiPharmathe extent permitted by Law, their respective Subsidiaries, and their respective businesses resultingthat the Purchaser, or which could reasonably be expected its outside counsel where appropriate, are involved in any substantive communications or invited to result after attend meetings with, or other appearances before, any Governmental Authority with respect to the Effective Time, from the failure to obtain such consent; provided that no obligation to make a material payment or to grant a material right shall be imposed transactions contemplated by this Section 6.09(c)Agreement.