Common use of Standstill Provisions Clause in Contracts

Standstill Provisions. During the period commencing on the date hereof and ending at 11:59 p.m. (California time) on the second anniversary of the date hereof, Novartis shall not, without the prior written consent of the Company, directly or indirectly, alone or in concert with any other Affiliate, Group or Person: (a) other than the Shares (and any securities of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the Shares), acquire, offer or propose to acquire or agree to acquire, directly or indirectly, whether through market purchases, tender or exchange offer, acquisition of control (including by way of merger or consolidation) or otherwise, record or beneficial ownership of, or the right to vote, any Company Securities, except for the purchase of Company Securities solely in the ordinary course of business effected by Novartis' passive investment trusts; (b) propose or seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange or other disposition of all or substantially all of the assets of or other business combination involving, or a tender or exchange offer for securities of, the Company or any of its subsidiaries or any material portion of the Company's or such subsidiary's business or assets or any other type of transaction that would result in a change in control of the Company; (c) except as may be specifically contemplated by the Transaction Agreements, seek to exercise any control or influence over the management of the Company or its Board of Directors or any of the businesses, operations or policies of the Company; (d) solicit proxies (or written consents) or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents), or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined under the Exchange Act) in opposition to the recommendation or proposal of the Board of Directors of the Company; (e) form, join in or in any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Persons, or in a partnership, syndicate or voting trust, with respect to any of the Company Securities, or enter into any agreement or arrangement or otherwise act in concert with any other unaffiliated Person, for the purpose of acquiring, holding, voting or disposing of any of the Company Securities; (f) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) above; or (g) request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this Article 2.

Standstill Provisions. During the period commencing on Cove agrees that, from the date hereof and ending at 11:59 p.m. (California time) on of this Agreement until the second anniversary expiration of the date hereofStandstill Period, Novartis neither it nor any of its Affiliates or Associates shall, and it shall not, without the prior written consent cause each of the Companyits Affiliates and Associates not to, directly or indirectly, alone or in concert with any other Affiliate, Group or Personmanner: (a) other than engage in any solicitation of proxies or consents, become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Shares Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders) or otherwise communicate a position or recommendation in opposition to any proposal or proposals made by the Company and recommended by the Company’s board of directors (the “Board”) at any securities annual or special meeting of the Company issued Company’s stockholders regarding the election of nominees to serve as a dividend directors of the Company, ratification of the Company’s independent accounting firm or other distribution with respect to, auditor or any proposal or proposals to amend the Company’s Charter which are materially consistent (in whole or in exchange for or in replacement of part) with the SharesProposed Charter Amendments (each meeting a “Covered Meeting” and each proposal a “Covered Proposal”), acquire, offer or propose to acquire or agree to acquire, directly or indirectly, whether through market purchases, tender or exchange offer, acquisition of control (including by way of merger or consolidation) or otherwise, record or beneficial ownership of, or the right to vote, any Company Securities, except for the purchase of Company Securities solely in the ordinary course of business effected by Novartis' passive investment trusts; (b) propose or seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange or other disposition of all or substantially all of the assets of or other business combination involvingseek, or a tender encourage any person or exchange offer for securities ofentity, to contest or vote against the Company election of any directors or any of its subsidiaries seek, encourage or any material portion of the Company's or such subsidiary's business or assets or take any other type of transaction that would result in a change in control of action to contest any proposal or proposals to amend the CompanyCharter; (c) except as may be specifically contemplated (i) make any proposal for consideration by the Transaction Agreements, stockholders at any Covered Meeting or (ii) call or seek to exercise any control or influence over the management call a special meeting of the Company or its Board of Directors or any of the businesses, operations or policies stockholders of the Company; (d) solicit proxies seek, alone or in concert with others, representation on the Board; (e) seek to advise, support, influence or written consents) knowingly encourage any person or assist entity to vote his, her or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents), or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined under the Exchange Act) its shares in opposition to any action recommended by the recommendation Board at any Covered Meeting; (f) institute any litigation against the Company, its directors, officers, advisors or proposal other agents, make any “books and records” demands against the Company or make application or demand to a court or other person or entity for an inspection, investigation or examination of the Board Company or its subsidiaries or Affiliates; provided, however, that nothing shall prevent Cove from bringing litigation to enforce the provisions of Directors this Agreement; (g) enter into or maintain any economic, compensatory, pecuniary or other arrangements with any director or nominees for director of the Company; (eh) form, join in make any request or in submit any proposal to amend the terms of this Agreement other way (including by deposit of any Company Securities) participate in a Group than through non-public communications with unaffiliated Persons, or in a partnership, syndicate or voting trust, with respect to any of the Company Securities, or enter into that would not be reasonably determined to trigger public disclosure obligations for any agreement or arrangement or otherwise act in concert with any other unaffiliated Person, for the purpose of acquiring, holding, voting or disposing of any of the Company Securities; (f) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) aboveParty; or (gi) request the Company enter into any negotiations, discussions, agreement, arrangement or understanding with any person or entity concerning any of its Representatives, directly the foregoing (other than this Agreement) or indirectly, encourage or solicit any person or entity to amend or waive undertake any provision of this Article 2the foregoing activities.

Standstill Provisions. During the period commencing on the date hereof and ending at 11:59 p.m. (California time) on the second anniversary Cooperation Period, each member of the date hereof, Novartis Investor Group shall not, without the prior written consent and shall cause each of the Companyits controlled Affiliates not to, directly or indirectly, alone or in concert with others (including through any other Affiliate, Representative of any member of the Investor Group or Person:any of its controlled Affiliates): (a) other than the Shares (and any securities of the Company issued as a dividend or other distribution with respect toi) acquire, cause to be acquired, or in exchange for or in replacement of the Shares)offer, acquire, offer or propose to acquire seek or agree to acquire, directly or indirectly, whether through market purchasesby purchase, tender or exchange offer, through the acquisition of control of another person, by joining or forming a partnership, limited partnership, syndicate or other group (including by way any group of merger persons that would be treated as a single “person” under Section 13(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)), through swap or consolidationhedging transactions or otherwise (the taking of any such action, an “Acquisition”), Beneficial Ownership of any securities or assets of the Company (or any direct or indirect rights or options to acquire such ownership, including voting rights decoupled from the underlying Voting Securities) such that after giving effect to any such Acquisition, the Investor Group or otherwiseany of its controlled Affiliates holds, record directly or beneficial ownership ofindirectly, an aggregate Beneficial Ownership in excess of 15.0% of the then outstanding Voting Securities; provided, however, to the extent the group under Section 13(d) of the Exchange Act consisting of the members of the Investor Group is terminated, Rubric and Velan’s aggregate Beneficial Ownership shall not exceed 15.0%, or (ii) effect or seek to effect, offer or propose to effect, cause or participate in, or in any way assist, knowingly facilitate or knowingly encourage any other Person to effect or seek, offer or propose to effect or participate in an Extraordinary Transaction (but nothing in this Section 2(a) shall prohibit any member of the right Investor Group or any of its controlled Affiliates from tendering into (or failing to votetender into) a tender or exchange offer, receiving payment or other consideration for securities of the Company, voting its Voting Securities “for” or “against” any Company SecuritiesExtraordinary Transaction, except for or otherwise participating in any such transaction on the purchase same basis as other stockholders of Company Securities solely the Company, or from participating in any such transaction that has been approved by the ordinary course of business effected by Novartis' passive investment trustsBoard); (b) propose (i) nominate, give notice of an intent to nominate, or recommend for nomination a person for election to the Board (other than pursuant to Section 1) or take any action in respect of the removal of any director, (ii) knowingly seek or knowingly encourage any person to submit any nomination in furtherance of a “contested solicitation” or take any other action in respect of the election or removal of any director, (iii) submit, or knowingly seek or knowingly encourage the submission of, any stockholder proposal (pursuant to Rule 14a-8 or otherwise) for consideration at, or bring any other business before, any Stockholder Meeting, (iv) request, or knowingly initiate, knowingly encourage or participate in any request, to call a Stockholder Meeting, (v) seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange or other disposition of all or substantially all of the assets of or other business combination involving, or a tender or exchange offer for securities of, the Company or amend any of its subsidiaries or any material portion provision of the Company's ’s Certificate of Incorporation, as amended, or such subsidiary's business Amended and Restated Bylaws (the “Bylaws”), or assets or (vi) take any other type of transaction that would result in a change in control action similar to the foregoing with respect to any subsidiary of the Company; provided, however, that nothing in this Agreement shall prevent the Investor Group or its controlled Affiliates from taking actions in furtherance of identifying director candidates in connection with the 2024 Annual Meeting if the Cooperation Period expires on the Initial Trigger Date, or the 2025 Annual Meeting if the Cooperation Period expires on the Second Trigger Date, so long as such actions do not create a public disclosure obligation for the Investor Group or the Company and are undertaken on a basis reasonably designed to be confidential and in accordance in all material respects with any member of the Investor Group’s normal practices in the circumstances; (c) except solicit any proxy, consent or other authority to vote of stockholders or conduct any other referendum (binding or non-binding) (including any “withhold,” “vote no” or similar campaign) with respect to, or from the holders of, Voting Securities, or become a “participant” (as may be specifically contemplated by such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Transaction AgreementsExchange Act) in, seek or knowingly assist, advise, initiate, knowingly encourage or knowingly influence any person (other than the Company) in, any “solicitation” of any proxy, consent or other authority to exercise vote any control Voting Securities (other than such assistance, advice, encouragement or influence over that is consistent with the management Board’s recommendation in connection with such matter); provided, however, that the foregoing shall not restrict any member of the Company or its Board of Directors or any of Investor Group from stating how it intends to vote with respect to an Extraordinary Transaction, if any, in accordance with Section 1(e)(ii) and the businesses, operations or policies of the Companyreasons therefor; (d) solicit (i) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies (or written consentsincluded in the Company’s proxy card for any Stockholder Meeting) or assist (ii) deposit or participate agree or propose to deposit any securities of the Company in any other wayvoting trust or similar arrangement, directly or indirectly, in subject any solicitation securities of proxies the Company to any agreement or arrangement with respect to the voting of such securities (including a voting agreement or written consentspooling arrangement), other than (A) any such voting trust or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined under arrangement solely for the Exchange Act) in opposition purpose of delivering to the recommendation Company or proposal its designee a proxy, consent, or other authority to vote in connection with a solicitation made by or on behalf of the Board of Directors of the CompanyCompany or (B) customary brokerage accounts, margin accounts and prime brokerage accounts; (e) formknowingly encourage, join in advise or in knowingly influence any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Personsperson, or knowingly assist any person in a partnershipso knowingly encouraging, syndicate advising or voting trustknowingly influencing any person, with respect to the giving or withholding of any proxy, consent or authority to vote any Voting Securities or in conducting any referendum (binding or non-binding) (including any “withhold,” “vote no” or similar campaign); provided, however, that the foregoing shall not restrict any member of the Company SecuritiesInvestor Group from stating how it intends to vote with respect to an Extraordinary Transaction, or enter into any agreement or arrangement or otherwise act if any, in concert accordance with any other unaffiliated Person, for Section 1(e)(ii) and the purpose of acquiring, holding, voting or disposing of any of the Company Securitiesreasons therefor; (f) take form, join, knowingly encourage the formation of, or in any action that could reasonably be expected to require way participate in any partnership, limited partnership, syndicate or group (within the Company to make a public announcement regarding the possibility meaning of any Section 13(d)(3) of the events described in clauses Exchange Act) with respect to any Voting Securities (a) through (e) aboveother than a group that includes all or some of the members of the Investor Group, but does not include any other entities or persons that are not members of the Investor Group as of the date hereof; orprovided, however, that nothing herein shall limit the ability of a controlled Affiliate of the Investor Group to join such group following the execution of this Agreement, so long as any such controlled Affiliate agrees to be bound by the terms and conditions of this Agreement); (g) publicly make or publicly advance any request the Company or any of its Representativesproposal to amend, directly or indirectly, to amend modify or waive any provision of this Article Agreement, or take any action challenging the validity or enforceability of any provision of or obligation arising under this Agreement; provided, that the Investor Group may make confidential requests to the Board to amend, modify or waive any provision of this Agreement, which the Board may accept or reject in its sole and absolute discretion (it being understood and agreed that the Board shall consider in good faith any waiver requests to the Acquisition limits set forth in Section 2(a) in the event of any registered securities offerings made by the Company), so long as any such request is not publicly disclosed by the Investor Group and is made by the Investor Group in a manner that could not reasonably be expected to require, and that does not require, the public disclosure thereof by the Company, the Investor Group or any other person; (h) make a request for a list of the Company’s stockholders or for any books and records of the Company whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise; or (i) enter into any discussion, negotiation, agreement, arrangement or understanding concerning any of the foregoing (other than this Agreement) or knowingly encourage, assist, solicit, seek or seek to cause any person to undertake any action inconsistent with this Section 2. Notwithstanding anything to the contrary contained in Section 2 or elsewhere in this Agreement, the members of the Investor Group shall not be prohibited or restricted from communicating privately with the Chief Executive Officer of the Company, the Board or any director of the Company regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications by any Party. Further, no Party shall be prohibited from taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over such Party, provided that a breach by such Party of this Agreement is not the cause of the applicable requirement. Furthermore, for the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be deemed to limit the exercise in good faith by any New Director (or a Replacement Director) of such person’s fiduciary duties solely in such person’s capacity as a director of the Company.

Standstill Provisions. During the period commencing on the date hereof and ending at 11:59 p.m. (California time) on the second anniversary of the date hereof, Novartis The Majority Stockholder shall not, at --------------------- any time during the two (2)-year period following the Closing Date, without the prior written consent unanimous vote of the Company, directly or indirectly, alone or in concert with any other Affiliate, Group or Person: Buyer's Board of Directors (ai) other than the Shares (and any securities of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the Shares), acquire, offer or propose to acquire or agree to acquire, directly or indirectly, whether through market purchases, tender or exchange offer, acquisition any additional shares of control (including by way capital stock of merger or consolidation) or otherwise, record or beneficial ownership ofBuyer, or the right any rights or options to voteacquire any such capital stock (except (x) any capital stock acquired in connection with a stock split, any Company Securities, except for the purchase of Company Securities solely in the ordinary course of business effected by Novartis' passive investment trusts; (b) propose or seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange reverse split or other disposition reclassification of all Buyer's securities or substantially all of the assets of a stock dividend or other business combination involvingpro rata distribution by Buyer to the holders of its outstanding securities and (y) any Buyer Common Stock which may be acquired from the Minority Stockholders); (ii) make, or a tender or exchange offer for securities of, the Company or any of its subsidiaries or any material portion of the Company's or such subsidiary's business or assets or any other type of transaction that would result in a change in control of the Company; (c) except as may be specifically contemplated by the Transaction Agreements, seek to exercise any control or influence over the management of the Company or its Board of Directors or any of the businesses, operations or policies of the Company; (d) solicit proxies (or written consents) or assist or otherwise participate in any other wayin, directly or indirectly, in any solicitation of proxies (or written consents), or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" of "proxies" or consents (as such terms are defined used in the proxy rules under the Exchange Act) in opposition to vote any capital stock of Buyer, seek to encourage or influence any person with respect to the recommendation voting of any such capital stock, otherwise solicit shareholders of Buyer for the approval of one or proposal more shareholder proposals or induce or attempt to induce any other person to initiate any shareholder proposal; (iii) form, join, or in any way participate in a "group" (within the meaning of Section 13(d) (3) of the Exchange Act) with respect to any capital stock of Buyer; (iv) seek, directly or indirectly, to remove (other than for "cause," as such term is used under the BCL) any member of the Board of Directors of the Company; Buyer (eother than Thybo's Board representative); or (v) form, join in propose or in make any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Persons, exchange offer or in a partnership, syndicate or voting trust, with respect to tender offer for any of the Company Securities, capital stock of Buyer. As a condition to its sale or enter into any agreement or arrangement or otherwise act in concert with any other unaffiliated Person, for the purpose of acquiring, holding, voting or disposing transfer of any of the Company Securities; (f) take Buyer Shares that it shall own, the Majority Stockholder shall, prior to the consummation of Buyer's initial public offering, cause any action that could reasonably transferee thereof to agree in writing to be expected to require bound by, and subject to, the Company to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) above; or (g) request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision provisions of this Article 2Section 6.2(l).

Standstill Provisions. During the period commencing on the date hereof and ending at 11:59 p.m. (California timea) on the second anniversary of the date hereof, Novartis shall Shareholder agrees that it will not, without and will cause its Affiliates and the prior written consent Representatives acting on its or any of the Companyits Affiliates’ behalf not to, directly or indirectly, acting alone or in concert with any other Affiliateothers, Group or Personunless specifically invited to do so in writing in advance by the Board: (ai) other than the Shares (and any securities of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the Shares), acquire, offer or propose to acquire or agree to acquire, or offer, propose or seek to acquire, directly or indirectly, whether through market purchases, tender or exchange offer, acquisition of control (including by way of merger or consolidation) purchase or otherwise, record ownership (including beneficial ownership) of any securities, assets or beneficial ownership of, or the right to vote, any Company Securities, except for the purchase businesses of Company Securities solely in the ordinary course of business effected by Novartis' passive investment trusts; (b) propose or seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange or other disposition of all or substantially all of the assets of or other business combination involving, or a tender or exchange offer for securities of, the Company or any of its subsidiaries Subsidiaries, or any material portion direct or indirect rights or options to acquire such ownership (including from any other Person) if the effect of such acquisition would be that Shareholder and its Affiliates (including, without limitation, any Group of which Shareholder or any of its Affiliates is a member) beneficially own, in aggregate, more than 19.9% of the Company's or such subsidiary's business or assets or any other type of transaction that would result in a change in control of the Companythen outstanding Voting Securities; (cii) effect or seek, offer or propose to effect (with or without conditions) any merger, takeover (whether effected by means of an offer, scheme of arrangement or otherwise), consolidation, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with or involving Company or any of its Subsidiaries or any of its or their respective securities or assets; (iii) except as may be specifically contemplated by provided for in Section 5.1, and subject to the Transaction Agreementslimitations therein, seek to exercise (A) make, or in any control way participate in or influence over the management of the Company encourage, or its Board of Directors form or join or in any of the businesses, operations or policies of the Company; (d) solicit proxies (or written consents) or assist or way participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents), or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined under the Exchange Act) in opposition to the recommendation or proposal of the Board of Directors of the Company; (e) form, join in or in any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Persons, or in a partnership, syndicate or voting trust, with respect to any of the Company Securities, or enter into any agreement or arrangement or otherwise act in concert with any third Person (other unaffiliated than any Affiliate of Shareholder), in any “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or consents to vote Voting Securities (other than in accordance with and consistent with the recommendation of the Board of Directors of Company), (B) seek to advise or influence any Person or form or join or in any way participate in any Group or otherwise act in concert with any third Person to seek to advise or influence any Person (other than any Affiliate of such Shareholder) with respect to the voting of any Voting Securities (other than in accordance with and consistent with the recommendation of the Board), or (C) call or seek to have called, or form or join or in any way participate in any Group or otherwise act in concert with any third Person, to call or seek to have called, any meeting of the holders of Voting Securities (or securities convertible into, or exercisable or exchangeable for, Voting Securities); (iv) except as provided for in Section 5.1, and subject to the limitations therein, deposit any Voting Securities in a voting trust or, except as otherwise provided in Section 2.2, subject any Voting Securities to any arrangement or agreement with any Person with respect to the voting of such Voting Securities; (v) except as provided for in Section 5.1, and subject to the limitations therein, seek, whether alone or in concert with any Group or otherwise in concert with others (A) to place a representative on the Board, (B) seek the removal of any member of the Board, or (C) otherwise seek or propose to control the Board, the management, or the policies of Company; (vi) other than any Affiliate of such Shareholder with respect to voting, and except as provided for in Section 5.1(a), and subject to the limitations therein, form, join or in any way participate in a Group or other group, or otherwise act in concert with any third Person, for the purpose of acquiring, holding, voting or disposing of any of the Company Voting Securities; (fvii) take publicly disclose any action that could reasonably be expected intent, purpose, plan or proposal to require the Company to make a public announcement regarding the possibility of do any of the events described in clauses (a) through (e) aboveforegoing; or (gviii) request the Company assist, participate in, provide or arrange financing to do any of its Representativesthe foregoing, directly whether alone or indirectly, to amend in concert with any Group or waive otherwise in concert with others. (b) Notwithstanding any other provision of this Article 2Section, nothing in Section 2.1(a) shall be deemed to prevent or otherwise limit the exercise of any rights or remedies available to Shareholder or any Affiliate of Shareholder under, in connection with, contemplated by or arising out of the Asset Purchase Agreement or any other Transaction Document (as defined in the Asset Purchase Agreement). (c) The provisions of this Section 2.1 shall terminate automatically without any further action upon the fifth (5th) anniversary of the Closing Date.

Standstill Provisions. During the period commencing on From the date hereof through and ending at 11:59 p.m. including the tenth (California time10th) on the second anniversary of the date hereofClosing, Novartis shall notXxxxxx agrees that, without the Company's prior written consent consent, Xxxxxx will not, and will not permit or cause any of the Company, directly or indirectly, alone or in concert with its Controlled Affiliates (as defined below) to and will not encourage any other Affiliate, Group or Personof its Controlling Affiliates (as defined below) to: (a) other than the Shares (and any securities of the Company issued as a dividend or other distribution with respect toacquire, or in exchange for or in replacement of the Shares), announce an intention to acquire, offer or propose to acquire acquire, or agree to acquire, directly or indirectly, whether through market purchases, tender or exchange offer, acquisition of control (including by way of merger or consolidation) purchase or otherwise, record or beneficial ownership ofof any $1.00 par value Common Stock of the Company or other securities of the Company (collectively the "Securities") or direct or indirect rights or options to acquire (through purchase, exchange, conversion or the right to vote, otherwise) any Company Securities, except for the purchase of Company Securities solely in the ordinary course of business effected by Novartis' passive investment trusts; (b) propose or seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange or other disposition of all or substantially all of the assets of or other business combination involvingmake, or a tender or exchange offer for securities of, the Company or any of its subsidiaries or any material portion of the Company's or such subsidiary's business or assets or any other type of transaction that would result in a change in control of the Company; (c) except as may be specifically contemplated by the Transaction Agreements, seek to exercise any control or influence over the management of the Company or its Board of Directors or any of the businesses, operations or policies of the Company; (d) solicit proxies (or written consents) or assist or participate in any other wayway participate, directly or indirectly, in any solicitation of proxies (or written consents), or otherwise become a "participant" in a "solicitation," or assist any of "participant" in a "solicitationproxies" (as such terms are defined in Rule 14a-1 under the Exchange Act0000 Xxx) in opposition to vote any Securities, seek to advise, encourage or influence any person or entity with respect to the recommendation voting of any Securities, initiate or propose any shareholder proposal of under Rule 14a-8 under the 1934 Act or induce or attempt to induce any other person to initiate any shareholder proposal; (c) make any statement or proposal, whether written or oral, to the Board of Directors of the Company, or to any director, officer or agent of the Company, or make any public announcement or proposal whatsoever with respect to a merger or other business combination, sale or transfer of assets, recapitalization, dividend, share repurchase, liquidation or other extraordinary corporate transaction with the Company or other transaction which could result in a change of control, or solicit or encourage any other person to make such statement or proposal; (d) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the 0000 Xxx) with respect to any Securities; (e) formotherwise act, join in alone or in any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Persons, or in a partnership, syndicate or voting trust, with respect to any of the Company Securities, or enter into any agreement or arrangement or otherwise act in concert with others, to seek to exercise any other unaffiliated Personcontrol over the management, for the purpose Board of acquiring, holding, voting Directors or disposing of any policies of the Company SecuritiesCompany;. (f) make a public request to the Company (or its directors, officers, shareholders, employees or agents) to amend or waive any provisions of this Agreement, the Certificate of Incorporation or By-Laws of the Company; (g) take any action that could reasonably be expected to which might require the Company to make a public announcement regarding the possibility of any of transaction referred to in paragraph (c) above or similar transaction or, advise, assist or encourage any other persons in connection with the events described in clauses (a) through (e) aboveforegoing; or (gh) request disclose any intention, plan or arrangement inconsistent with the Company foregoing. Notwithstanding the foregoing, if the Closing shall not take place hereunder (other than as a result of a material breach hereof by Xxxxxx), then the obligations of Xxxxxx under this Section 4.1 shall be of no further force or any of its Representatives, directly or indirectly, to amend or waive any provision of this Article 2effect.

Standstill Provisions. During the period commencing on the date hereof and ending at 11:59 p.m. (California timea) on the second anniversary Each of the date hereofPurchasers acknowledge that each of their respective execution and delivery of this Agreement is a condition precedent to the Company agreeing to issue the Series D Preferred Stock and that none of the Purchasers will, Novartis shall notand each Purchaser will direct its affiliates, without directors, officers, employees and agents not to, directly or indirectly, unless in any such case specifically permitted in writing to do so by the prior written consent Board of Directors of the Company: (i) other than pursuant to the terms of the Purchase Agreement and other than the Series D Preferred Stock, purchase, acquire or own, or offer or agree to purchase, acquire or own, directly or indirectly, when aggregated with the other Purchasers, in excess of 15% of the voting securities or direct or indirect rights (pursuant to an exchange, conversion, pledge or otherwise) or options to acquire, when aggregated with the other Purchasers, in excess of 15% of the voting securities of the Company; provided that the acquisition and owning of voting securities as a result of any of the following will not be deemed a violation of this Agreement: (A) any dividend or distribution on the outstanding Series D Preferred Stock, (B) any subdivision of the outstanding Series D Preferred Stock, or (C) any reclassification of the Series D Preferred Stock; (ii) other than pursuant to a prior written agreement with the Company, acquire or affect the control of the Company or directly or indirectly participate in or encourage the formation of any "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) which owns or seeks to acquire ownership of voting securities of the Company, or to acquire or affect control of the Company; (iii) other than pursuant to the terms of the Purchase Agreement, otherwise act, directly or indirectly, alone or in concert with others, to seek to control or to influence in any other Affiliatemanner the management, Group board of directors, policies or Person: (a) other than the Shares (and any securities affairs of the Company issued as a dividend or other distribution with respect toCompany, or in exchange for or in replacement of the Shares), acquire, offer or propose to acquire or agree to acquire, directly or indirectly, whether through market purchases, tender or exchange offer, acquisition of control (including by way of merger or consolidation) or otherwise, record or beneficial ownership of, or the right to vote, any Company Securities, except for the purchase of Company Securities solely in the ordinary course of business effected by Novartis' passive investment trusts; (b) propose or seek to effect or negotiate with or provide financial assistance (by loan, capital contribution or otherwise) or information to any party with respect to any form of business combination transaction (including, without limitation, a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange consolidation or other acquisition or disposition of all or substantially all of the significant assets of or other business combination involving, or a tender or exchange offer for securities of, the Company or any of its subsidiaries or any material portion of the Company's or such subsidiary's business or assets or any other type of transaction that would result in a change in control of the Company; (centity) except as may be specifically contemplated by the Transaction Agreements, seek to exercise any control or influence over the management of with the Company or its Board of Directors any affiliate thereof or any of the businessesrestructuring, operations recapitalization or policies of the Company; (d) solicit proxies (or written consents) or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents), or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined under the Exchange Act) in opposition to the recommendation or proposal of the Board of Directors of the Company; (e) form, join in or in any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Persons, or in a partnership, syndicate or voting trust, similar transaction with respect to any of the Company Securities, or enter into any agreement or arrangement or otherwise act in concert with any other unaffiliated Person, for the purpose of acquiring, holding, voting or disposing of any of the Company Securities; (f) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) aboveaffiliate thereof; or (giv) request the Company instigate, encourage, assist or render advice to or make any recommendation or proposal to any person or other entity to engage in any of its Representatives, directly or indirectly, to amend or waive any provision the actions covered by clauses (i) through (iii) of this Article 2Section 1(a), or render advice with respect to voting securities of the Company. (b) For purposes of this Agreement, the term "voting securities" shall mean (i) any securities which are entitled to vote upon any matters, whether such securities are entitled to vote on such matters in all events or only upon the occurrence of a default or other contingencies, or (ii) any options, warrants, rights or securities which by their terms may be convertible into or exchangeable for any security described in clause (i) of this Section 1(b).

Standstill Provisions. During the period commencing on the date hereof and ending at 11:59 p.m. (California timea) on the second anniversary of the date hereof, Novartis shall Each Stockholder agrees that it will not, without and will cause its controlled Affiliates and the prior written consent Representatives acting on its or any of the Companyits controlled Affiliates’ behalf not to, directly or indirectly, acting alone or in concert with any other Affiliateothers, Group or Personunless specifically consented to in writing in advance by the Board: (ai) other than the Shares (and any securities of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the Shares), acquire, offer or propose to acquire or agree to acquire, or offer, propose or seek to acquire, directly or indirectly, whether through market purchases, tender or exchange offer, acquisition of control (including by way of merger or consolidation) purchase or otherwise, record ownership (including beneficial ownership) of any securities, assets or beneficial ownership ofbusinesses of Micron or any of its Subsidiaries, or any direct or indirect rights or options to acquire such ownership (including from any other Person), provided, however, that the right 4958005_8 foregoing shall not prohibit or prevent any Stockholder from (x) acquiring any such securities pursuant to votea stock split, stock dividend or similar recapitalization of Micron or any Company Securitiesof its Subsidiaries; (y) preserving its rights as a stockholder in Micron or any of its Subsidiaries, except for including, without limitation, by participating in rights or subscription offerings offered to all stockholders or (z) acquiring any securities or assets pursuant to Section 2.9 of the purchase of Company Securities solely in the ordinary course of business effected by Novartis' passive investment trustsShare Purchase Agreement; (bii) effect or seek, offer or propose or seek to effect a (with or without conditions) any merger, consolidation, business combination, recapitalization, reorganization, restructuring, saleliquidation, lease, exchange dissolution or other disposition of all extraordinary transaction with or substantially all of the assets of or other business combination involving, or a tender or exchange offer for securities of, the Company involving Micron or any of its subsidiaries Subsidiaries or any material portion of the Company's its or such subsidiary's business their respective securities or assets or any other type of transaction that would result in a change in control of the Companyassets; (ciii) except as may be specifically contemplated by the Transaction Agreements(A) make, seek to exercise or in any control or influence over the management of the Company or its Board of Directors or any of the businesses, operations or policies of the Company; (d) solicit proxies (or written consents) or assist or way participate in or encourage, any other way, directly or indirectly, in any solicitation “solicitation” of proxies (or written consents), or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" “proxies” (as such terms are defined under used in the Exchange Actrules of the SEC ) in opposition or consents to vote Voting Securities, (B) seek to advise or influence any Person (other than any Affiliate of such Stockholder) with respect to the voting of any Voting Securities (other than in accordance with and consistent with the recommendation or proposal of the Board of Directors Board), or (C) call or seek to have called any meeting of the Companyholders of Voting Securities (or securities convertible into, or exercisable or exchangeable for, Voting Securities); (eiv) deposit any Voting Securities in a voting trust or, except as otherwise provided in Section 2.2 hereof, subject any Voting Securities to any arrangement or agreement with any Person with respect to the voting of such Voting Securities; (v) seek to place a representative on the Board, seek the removal of any member of the Board, or otherwise seek or propose to influence or control the Board, the management, or the policies of Micron, provided, however, that this clause (v) shall not limit the ability of any Stockholder to freely vote any Voting Securities in the election of directors to the Board, or the removal of directors therefrom, so long as such candidates for election were not nominated by, or such proposal for removal was not made by, such Stockholder or its controlled Affiliates or any Group or member of any Group of which any of them is a member; (vi) form, join in or in any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Personsor other group, or in a partnership, syndicate or voting trust, with respect to any of the Company Securities, or enter into any agreement or arrangement or otherwise act in concert with any third Person (other unaffiliated Personthan any Affiliate of such Stockholder with respect to voting), for the purpose of acquiring, holding, voting or disposing of any of the Company Equity Securities; (fvii) assist, participate in, provide or arrange financing to or for, solicit, encourage, induce or attempt to induce any effort or attempt by, or enter into any discussions, negotiations, arrangements or understandings with, any Person or Group to do or seek to do any of the foregoing; (viii) disclose any intent, purpose, plan or proposal to do any of the foregoing; or (ix) take any action that could would reasonably be expected to require the Company compel Micron to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) above; orforegoing. 4958005_8 (gb) request the Company or Notwithstanding any of its Representatives, directly or indirectly, to amend or waive any other provision of this Article 2Section, nothing in Section 2.1(a) shall be deemed to prevent or otherwise limit the exercise of any rights or remedies available to a Stockholder or any Affiliate of a Stockholder under, in connection with, contemplated by or arising out of (i) the Share Purchase Agreement or any other Ancillary Agreement or (ii) any other agreement entered into on or prior to the date of hereof between Micron and/or one or more of its Affiliates, on the one hand, and such Stockholder and/or one or more of its Affiliates, on the other hand, including the following agreements as they may be amended by the parties: (A) the Securities Purchase Agreement between Micron and Intel Capital Corporation dated September 24, 2003, and any other agreement or instrument entered into thereunder, including the Securities Rights and Restrictions Agreement of even date therewith between Micron and Intel Capital Corporation and the Stock Rights Agreement of even date therewith between Micron and Intel Capital Corporation; (B) the Securities Purchase Agreement between Micron and Intel Corporation dated October 19,1998, and any other agreement or instrument entered into thereunder, including the Securities Rights and Restrictions Agreement of even date therewith between Micron and Intel Corporation and the Stock Rights Agreement of even date therewith between Micron and Intel Corporation; (C) the Amended and Restated Limited Liability Operating Agreement of IM Flash Technologies, LLC between Micron and Intel Corporation dated as of February 27, 2007 and any other operating agreement or similar Governing Documents of any Applicable Joint Venture (as defined in such Amended and Restated Limited Liability Operating Agreement) entered into pursuant to such Amended and Restated Limited Liability Operating Agreement, including the Limited Liability Partnership Agreement of IM Flash Singapore, LLP between Micron Semiconductor Asia Pte Ltd. and ITA dated as of February 27, 2007, and (D) the M6 Option Agreement. (c) The provisions of this Section 2.1 shall terminate as to any Stockholder upon the earliest to occur: (i) such time as such Stockholder , together with its controlled Affiliates, beneficially owns in the aggregate Voting Securities of Micron representing less than five percent (5%) of the Total Voting Power of Micron, (ii) the third anniversary of the Closing Date, and (iii) consummation of a Change in Control of Micron.

Standstill Provisions. During the The Investors agree that, for a period commencing on the date hereof of this Agreement and ending at 11:59 p.m. continuing until the earlier of: (California time1) June 30, 2003, or (2) so long as the Investor Designee serves on the second anniversary Board of Directors of either the Company or the Savings Bank, and for three months thereafter (it being understood, in the case of resignation, that such three month period shall commence upon the date hereof, Novartis shall notthe Company receives notice of resignation from such boards), without the Company's prior written consent of the Companyconsent, directly or indirectly, alone or in concert with any other Affiliate, Group or Personno Investor shall: (a) other than the Shares (and any securities of the Company issued as a dividend or other distribution with respect toa. acquire, or in exchange for or in replacement of the Shares), announce an intention to acquire, offer or propose to acquire acquire, or agree to acquire, directly or indirectly, whether through market purchases, tender or exchange offer, acquisition of control (including by way of merger or consolidation) purchase or otherwise, record or beneficial ownership ofof any Common Stock, or direct or indirect rights to options to acquire (through purchase, exchange, conversion or otherwise) any Common Stock, if, immediately after any such acquisition, the right to voteInvestors would beneficially own, any Company Securities, except for the purchase of Company Securities solely in the ordinary course aggregate, Common Stock representing more than 9.9% of business effected by Novartis' passive investment truststhe outstanding Common Stock; (b) propose or seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange or other disposition of all or substantially all of the assets of or other business combination involving, or a tender or exchange offer for securities of, the Company or any of its subsidiaries or any material portion of the Company's or such subsidiary's business or assets or any other type of transaction that would result in a change in control of the Company; (c) except as may be specifically contemplated by the Transaction Agreements, seek to exercise any control or influence over the management of the Company or its Board of Directors or any of the businesses, operations or policies of the Company; (d) b. solicit proxies (or written consents) or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents), or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A and Instruction 3 of Item 4 of Schedule 14A, respectively, under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in opposition to the recommendation or proposal of the Company's Board or Directors, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of (or the execution of a written consent in respect of) the Common Stock of the Company, or execute any written consent in lieu of a meeting of the holders of the Common Stock of the Company or grant a proxy with respect to the voting of the Common Stock of the Company to any person other than to the Board of Directors of the Company; (e) c. initiate, propose, submit, encourage or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals or induce or attempt to induce any other person to initiate any stockholder proposal, or seek election to or seek to place a representative or other affiliate or nominee on the CUSIP No. 000000000 Page 30 of 38 Pages Company's Board or Directors or seek removal of any member of the Company's Board of Directors; d. form, join in or in any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Persons, or in a partnership, syndicate or voting trust, with respect to any "group" (within the meaning of Section 13(d)(3) of the Company Securities, or enter into any agreement or arrangement or otherwise act in concert with any other unaffiliated Person, Exchange Act) for the purpose of acquiring, holding, voting or disposing of any securities of the Company SecuritiesCompany, other than the group which the Investors is a member of as of the date hereof; e. vote for any nominee or nominees for election to the Board of Directors of the Company, other than those nominated or supported by the Company's Board of Directors, and no Investor other than as provided herein shall consent to become a nominee for election as a Director of the Company; f. deposit any Common Stock into a voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock other than this Agreement; g. execute any written consent with respect to the Company, except in accordance with Section III.3; h. otherwise act, alone or in concert with others, to seek to exercise any control over the management, Board of Directors or policies of the Company; i. make a public request to the Company (for its directors, officers, shareholders, employees or agents) to amend or waive any provisions of this Agreement, the Certificate of Incorporation or Bylaws of the Company, including without limitation any public request to permit the Investors or any other person to take any action that could reasonably be expected in respect of the matters referred to in this Section III.1; j. take any action which might require the Company to make a public announcement regarding the possibility of any merger, acquisition of the events described in clauses (a) through (e) above; or (g) request control or other business combination, sale or transfer of assets, recapitalization, dividend, share repurchase, liquidation or other extraordinary corporate transaction with the Company or any other transaction which could result in a change of its Representativescontrol, directly or indirectlysimilar transaction or, advise, assist or encourage any other persons in connection with the foregoing; or k. disclose publicly, or privately in a manner that could reasonably be expected to amend become public, any intention, plan or waive arrangement inconsistent with the foregoing; provided that nothing in this Section III.1 or elsewhere in this Agreement shall prohibit any provision person who is serving as a director of the Company as contemplated herein from, solely in his or her capacity as such director, (a) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof; (b) making any statement to any director, officer or agent of the Company; or shall prohibit any Investor from making any statement or disclosure required under the federal securities laws or other applicable laws and provided, further, that nothing in this Article 2Section or elsewhere in this Agreement shall restrict any private communications between the Investors and the Investor Designee, provided that all such communications by such person remain subject to the fiduciary duties of such person as a director and the other obligations contained in this Agreement.

Standstill Provisions. During the period commencing on the date hereof (a) TMM, TMMH, MM and ending at 11:59 p.m. (California time) on the second anniversary each of the date hereofPrincipal Stockholders covenants to and agrees with KCS that, Novartis shall unless it is specifically invited in writing to do so by the Board of Directors, during the Standstill Period such Person will not, without the prior written consent and will cause each of the Companyits Affiliates not to, directly or indirectly, alone alone, as part of a Group or in concert with any other Affiliate, Group or Personothers: (ai) other than the Shares (and any securities of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the Shares), acquire, offer or propose to acquire or agree to acquireacquire (other than pursuant to the Acquisition Agreement, directly the Consulting Agreement, or indirectlythis Agreement) beneficial ownership of any Voting Securities (or any direct or indirect rights or options to acquire (through purchase, whether through market purchasesexchange, tender or exchange offer, acquisition of control (including by way of merger or consolidation) conversion or otherwise, record or ) beneficial ownership ofof any Voting Securities), if after any such acquisition, such Person and its Affiliates, or such Group would beneficially own aggregate outstanding Voting Securities representing more than 20% of the right to vote, any Company Securities, except for the purchase of Company Securities solely in the ordinary course of business effected by Novartis' passive investment trustsTotal Voting Power; (bii) propose make any public announcement with respect to any acquisition or seek proposal by any TMM Holder, or any Group of which any TMM Holder is a member or acting in concert with, for the acquisition of Voting Securities with respect to effect a any merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange consolidation or other disposition business combination involving KCS or its Affiliates or for or with respect to any purchase of all or substantially all a substantial portion of the assets of KCS or other business combination involvingits Affiliates, whether or not such proposal might require the making of a tender or exchange offer for securities of, the Company or any of its subsidiaries or any material portion of the Company's or such subsidiary's business or assets or any other type of transaction that would result in a change in control of the Companypublic announcement by KCS; (ciii) except as may be specifically contemplated by the Transaction Agreementssolicit, seek to exercise any control initiate, make, or influence over the management of the Company or its Board of Directors or any of the businesses, operations or policies of the Company; (d) solicit proxies (or written consents) or assist or participate in any other wayway participate in, directly any "solicitation" of "proxies" to vote any Voting Securities or indirectly, in any solicitation of proxies (or written consents), or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitationelection contest" (as such terms are defined or used in Regulation 14A under the Exchange Act, as such Regulation is currently in effect, disregarding clause (iv) in opposition of Rule 14a-1(1)(2) and including any exempt solicitation pursuant to the recommendation or proposal of the Board of Directors of the CompanyRule 14a-2(b)(1)); (e) form, join in or in any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Persons, or in a partnership, syndicate or voting trust, with respect to any of the Company Securities, or enter into any agreement or arrangement or otherwise act in concert with any other unaffiliated Person, for the purpose of acquiring, holding, voting or disposing of any of the Company Securities; (f) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) above; or (g) request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this Article 2.

Standstill Provisions. During Prior to the period commencing on the date hereof Expiration Date, Stockholder and ending at 11:59 p.m. (California time) on the second anniversary of the date hereof, Novartis shall his Affiliates will not, without the prior written consent of the Company, directly or indirectly, alone or in concert with any other Affiliate, Group or Person: (a) other than the Shares others (and any securities of the Company issued as a dividend Stockholder and such Affiliates will not advise, assist or other distribution with respect encourage others to, or in exchange for or in replacement of the Shares), acquire, offer or propose to acquire or agree to acquire, directly or indirectly, whether through market purchases, tender unless specifically requested in writing in advance by Parent (it being understood that Stockholder or exchange offer, acquisition any Affiliate of control (including by way of merger or consolidation) or otherwise, record or beneficial ownership of, or the right to vote, any Company Securities, except for the purchase of Company Securities solely in the ordinary course of business effected by Novartis' passive investment trusts; (b) propose or Stockholder will not seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange or other disposition of all or substantially all of the assets of or other business combination involving, or a tender or exchange offer for securities of, the Company have Parent or any of its subsidiaries Parent’s officers, directors, representatives, trustees, employees, attorneys, advisors, agents, Affiliates or associates make any material portion of the Company's or such subsidiary's business or assets or any other type of transaction that would result in a change in control of the Company;request): (ca) except as may be specifically contemplated by the Transaction Agreementsmake, seek to exercise any control or influence over the management of the Company or its Board of Directors or any of the businesses, operations or policies of the Company; (d) solicit proxies (or written consents) or assist or participate in any other wayway participate in, directly or indirectly, in any solicitation “solicitation” of proxies (or written consents), or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act, whether or not Parent is then subject to the Exchange Act) or become a “participant” in any “election contest” (as such terms are defined or used in Rule 14a-11 under the Exchange Act) in opposition to vote, or seek to advise or influence any person or entity with respect to the recommendation voting of, any voting securities of Parent or proposal any of its Affiliates; (b) initiate or propose any shareholder proposals for submission to a vote of stockholders with respect to Parent or any of its Affiliates or propose any person for election to the Board of Directors of Parent or any of its Affiliates; (c) form, join or in any way participate in a “group” (as such term is used in Section 13d(3) of the CompanyExchange Act, whether or not Parent is then subject to the Exchange Act) with respect to any securities of Parent or any of its Affiliates; (d) participate in or encourage the formation of any group that owns or seeks or offers to acquire beneficial ownership of securities of Parent or rights to acquire such securities or that seeks or offers to affect control of Parent or for the purpose of circumventing any provision of this Agreement; (e) form, join in or in deposit any other way (including by deposit of any Company Securities) participate voting securities in a Group with unaffiliated Persons, voting trust or in a partnership, syndicate enter into any voting arrangement or voting trust, agreement with respect to any voting securities of the Company Securities, Parent or enter into any agreement or arrangement or otherwise act in concert with any other unaffiliated Person, for the purpose of acquiring, holding, voting or disposing of any of the Company Securitiesits Affiliates; (f) take otherwise seek to control the management or policies of Parent or any of its Affiliates or its business operations or affairs, or make any public comments with respect thereto, except as required in the performance of Stockholder’s duties and responsibilities as Parent’s Chief Technology Officer or in any other position with Parent; (g) institute, prosecute or pursue against Parent (or any of its officers, directors, representatives, trustees, employees, attorneys, advisors, agents, Affiliates or associates) (i) any claims, complaints, causes of action or demands with respect to any action hereafter approved by a majority of Parent’s directors that could reasonably be expected to require are only properly assertable derivatively in the Company to make right of Parent, or (ii) any claims, complaints, causes of action or demands on behalf of a public announcement regarding class of Parent’s security holders, except for claims, complaints, causes of action or demands arising from the possibility of Merger Agreement; (h) request Parent (or any of the events described its officers, directors, representatives, trustees, employees, attorneys, advisors, agents, Affiliates or associates) to waive, amend or modify in clauses (a) through (e) aboveany material respect any restrictions contained in this Section 2.5; or (gi) request the Company knowingly instigate or encourage any of its Representatives, directly or indirectly, third party to amend or waive take any provision of actions set forth in this Article 2Section 2.5.

Standstill Provisions. During (a) Each member of the period commencing on Hxxx-Talanta Group agrees that, from the date hereof and ending at 11:59 p.m. of this Agreement until December 31, 2016 (California time) on the second anniversary of the date hereof“Standstill Period”), Novartis shall he or it will not, without and he or it will cause each of such person’s respective Affiliates or Associates (collectively and individually, the prior written consent of the Company“Hxxx-Talanta Affiliates”) not to (except as expressly set forth in this Agreement), directly or indirectly, in any manner, alone or in concert with any other Affiliate, Group or Personothers: (ai) other than engage in any solicitation of proxies or consents or become a “participant” in a “solicitation” as such terms are defined in Regulation 14A under the Shares Exchange Act of proxies or consents (and including, without limitation, any solicitation of consents that seeks to call a special meeting of shareholders), in each case, with respect to securities of the Company issued as Company; (ii) seek or encourage any person to submit nominations in furtherance of a dividend “contested solicitation” for the election or other distribution removal of directors with respect toto the Company or seek, encourage or in exchange take any other action with respect to the election or removal of any directors; (iii) make any proposal for consideration by shareholders at any annual or in replacement special meeting of shareholders of the Shares), acquireCompany; (iv) effect or seek to effect, offer or propose to acquire effect, cause or agree participate in, or in any way assist or facilitate any other person to acquireeffect or seek, directly offer or indirectlypropose to effect or participate in, whether through market purchases, any tender or exchange offer, acquisition of control (including by way of merger or consolidation) or otherwise, record or beneficial ownership of, or the right to vote, any Company Securities, except for the purchase of Company Securities solely in the ordinary course of business effected by Novartis' passive investment trusts; (b) propose or seek to effect a merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, restructuringsale or acquisition of material assets, saleliquidation, lease, exchange dissolution or other disposition of all or substantially all of the assets of or other business combination involving, or a tender or exchange offer for securities of, extraordinary transaction involving the Company or any of its subsidiaries or any material portion of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not preclude (1) the tender by the Hxxx-Talanta Group or a Hxxx-Talanta Affiliate of any securities of the Company's Company into any tender or exchange offer or vote with respect to any Extraordinary Transaction approved by the Board or (2) any member of the Hxxx-Talanta Group, who in compliance with the provisions of this Agreement receives or has received a communication from a third party indicating an interest in an Extraordinary Transaction, from relaying such subsidiary's business indication of interest to the Special Committee; (v) seek, alone or assets in concert with others, representation on the Board, except as specifically contemplated in Section 1; (vi) seek to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company at any annual or special meeting of shareholders, except in accordance with Section 1; or (vii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any Party; (b) provided, that, notwithstanding the foregoing, it is understood and agreed that this Agreement shall not be deemed to prohibit (x) Pxxxxx or Gxxxxxx (or their respective successors) from engaging in any lawful act in their capacities as directors of the Company or members of the Special Committee that is either expressly approved by the Board or reasonably believed by either of them to be consistent with, or required in order to comply with, their fiduciary duties as directors of the Company and/or members of the Special Committee or any other type of transaction that would result in a change in control committee of the Board, (y) the members of the Hxxx-Talanta Group from proposing an Extraordinary Transaction involving members of the Hxxx-Talanta Group to the Special Committee or making public statements, engaging in discussions with other shareholders, soliciting proxies or voting any shares or proxies with respect to any Extraordinary Transaction that (A) has been approved by the Board and has been publicly announced by the Company or (B) has been recommended to the Board by the Special Committee and the Board has decided not to consider; or (z) the Hxxx-Talanta Group from submitting written notice to the Company of intent to nominate one or more persons for election as a director at the Company;’s 2017 Annual Meeting of Stockholders in accordance with the provisions of the By-Laws. (c) except as may be specifically contemplated by the Transaction Agreements, seek to exercise any control or influence over the management Each member of the Company or its Board Hxxx-Talanta Group agrees that, from the date of Directors or any this Agreement until the expiration of the businessesStandstill Period, operations he or policies it will, and he or it will cause each of such person’s respective Affiliates or Associates to refer all communications from third parties regarding potential strategic transactions to the Company;Special Committee. (d) solicit proxies The Standstill Period shall immediately expire: (or written consentsi) or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents), or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined under 1) upon the Exchange Act) in opposition to filing with the recommendation or proposal of the Board of Directors SEC of the Company; (e) form’s Quarterly Report on Form 10-Q for the quarterly period ended July 2, join 2016 in or in any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Persons, or in a partnership, syndicate or voting trust, with respect to any of the event that the Company Securities, or enter into any agreement or arrangement or otherwise act in concert with any other unaffiliated Person, does not achieve Net Sales growth for the purpose first six months of acquiringFY2016 of at least 3%, holdingas reported in such 10-Q, voting or disposing of any of from the Net Sales reported by the Company Securities; for the first six months of 2015 or (f2) take any action that could reasonably be expected to require the Company shall have failed to make file either a public announcement regarding Current Report on Form 8-K reporting Net Sales for the possibility of any of quarterly period ended July 2, 2016 or its Quarterly Report on Form 10-Q for the events described in clauses (a) through (e) abovequarterly period ended July 2, 2016 prior to the applicable deadline under SEC rules for filing such 10-Q; or (gii) request (1) upon the filing with the SEC of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2016 in the event that the Company does not achieve Net Sales growth for the first nine months of 2016 of at least 4%, as reported in such 10-Q, from the Net Sales reported by the Company for the first nine months of 2015 or any of (2) the Company shall have failed to file either a Current Report on Form 8-K reporting Net Sales for the quarterly period ended October 1, 2016 or its RepresentativesQuarterly Report on Form 10-Q for the quarterly period ended October 1, directly or indirectly, 2016 prior to amend or waive any provision of this Article 2.the applicable deadline under SEC rules for filing such 10-Q.

Standstill Provisions. During the period commencing on the date hereof and ending at 11:59 p.m. (California time) on the second anniversary 5.1 Each of the date hereofCommittee Parties agrees that during the Term, Novartis and with respect solely to Xx. Xxxx, Pembridge Value, Pembridge Capital, PVA, Whitehall and E2 (collectively, the "Brog Entities"), during the Extended Term, unless such shall nothave been specifically invited in writing by the Company, without the prior written consent and except as otherwise provided in Section 5.2, none of the CompanyCommittee Parties nor any of their Affiliates, Associates or Representatives shall in any manner, directly or indirectly, alone or in concert with any other Affiliate, Group or Person: (a) other than the Shares (and any securities of the Company issued as a dividend effect or other distribution with respect to, or in exchange for or in replacement of the Shares), acquireseek, offer or propose (whether publicly or otherwise) to acquire effect, or agree cause or participate in or in any way assist any other person to acquireeffect or seek, directly offer or indirectlypropose (whether publicly or otherwise) to effect or participate in (i) any acquisition, whether through market purchases, tender issuance or exchange offer, acquisition disposition of control any securities (including by way of merger or consolidationBeneficial ownership thereof) or otherwise, record or beneficial ownership of, or the right to vote, any Company Securities, except for the purchase of Company Securities solely in the ordinary course of business effected by Novartis' passive investment trusts; (b) propose or seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange or other disposition of all or substantially all of the assets of or other business combination involving, or a tender or exchange offer for securities of, the Company or any of its subsidiaries or any material portion of the Company's or such subsidiary's business or assets or any other type of transaction that would result in a change in control of the Company; (c) except as may be specifically contemplated otherwise expressly provided by the Transaction AgreementsSection 6.4 or Section 6.5), seek to exercise (ii) any control tender or influence over the management of exchange offer, merger or other business combination involving the Company or any of its Board of Directors subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of the businessesits subsidiaries, operations or policies (iv) any acquisition of the Company; (d) solicit proxies (securities or written consents) or assist or participate in assets of any other way, directly business enterprise by the Company or indirectly, in any solicitation of proxies (or written consents)its subsidiaries, or otherwise become a "participant" in a (v) any "solicitation," or assist any of "participant" in a "solicitationproxies" (as such terms are defined under used in the Exchange Actproxy rules of the SEC) or written consent of the stockholders; provided, however, that the foregoing subparagraph (a) shall not prevent Xx. Xxxx, acting in opposition his capacity as a member of the Company Board, from promptly presenting to the recommendation or proposal of the Company Board of Directors of the Company; (e) form, join in or in any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Persons, or in a partnership, syndicate or voting trust, unsolicited proposals with respect to any of clauses (i) -(iv) he personally receives from any third person, so long as neither he nor any of the Company SecuritiesCommittee Parties or their respective Affiliates, Associates or Representatives instigated, knowingly encouraged, proposed, participated in or otherwise has any interest in any such unsolicited proposal; (b) form, join or in any way participate in a "group" (as defined under the 0000 Xxx) with respect to the Company, or enter into negotiations, arrangements or understandings with any agreement third parties in connection with becoming a "group"; (c) otherwise act, alone or arrangement or otherwise act in concert with others, to seek to control the management, the Company Board or the policies of the Company, including, without limitation, by (i) initiating or instituting a stockholder solicitation for any other unaffiliated Personsuch purpose, for the purpose of acquiring, holding, voting or disposing of any (ii) nominating or causing others to nominate or otherwise seeking to elect directors of the Company Securitiesother than those nominated by the Board; (fd) take any action that could reasonably be expected to require which might force the Company to make a public announcement regarding the possibility of any of the events described types of matters set forth in clauses (a) through this Section 5.1; (e) aboveinitiate or propose or otherwise solicit or participate in the solicitation of stockholders for the approval of one or more stockholder proposals relating to the Company (whether pursuant to Rule 14a-8 under the 1934 Act or otherwise); (f) initiate, participate in or encourage the calling of a special meeting of stockholders of the Company; or (g) request knowingly instigate or encourage any third party (including any members or former members of the Committee) to take any of the actions enumerated in this Section 5 or announce an intention to, or enter into any discussion, negotiations, arrangements or understandings with any third party with respect to any of the actions enumerated in this Section 5. 5.2 Notwithstanding anything to the contrary in Section 5.1: (a) the mere act of tendering or selling or (except as expressly restricted by Section 6) voting any Company Voting Securities Beneficially owned by any of the Committee Parties shall not by itself be deemed to constitute the participation in or assistance by any of the Committee Parties with respect to any of the foregoing provided such act is consistent with Section 6.5; (b) Xx. Xxxx'x exercise of his rights, or fulfillment of his obligations, as a member of the Company or any Board while he is serving thereon shall not be a violation of its Representatives, directly or indirectly, Section 5.1; and (c) Xx. Xxxx may make a proposal that would otherwise be prohibited by Section 5.1 provided it is made confidentially to amend or waive any provision of this Article 2the Company Board.

Standstill Provisions. During the period commencing on the date hereof and ending at 11:59 p.m. (California time) on the second anniversary Cooperation Period, each member of the date hereof, Novartis Investor Group shall not, without the prior written consent and shall cause each of the Companyits controlled Affiliates not to, directly or indirectly, alone or in concert with others (including through any other Affiliate, Representative of any member of the Investor Group or Person:any of its controlled Affiliates): (a) other than the Shares (and any securities of the Company issued as a dividend or other distribution with respect toi) acquire, cause to be acquired, or in exchange for or in replacement of the Shares)offer, acquire, offer or propose to acquire seek or agree to acquire, directly or indirectly, whether through market purchasesby purchase, tender or exchange offer, through the acquisition of control of another person, by joining or forming a partnership, limited partnership, syndicate or other group (including by way any group of merger persons that would be treated as a single “person” under Section 13(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)), through swap or consolidationhedging transactions or otherwise (the taking of any such action, an “Acquisition”), Beneficial Ownership of any securities or assets of the Company (or any direct or indirect rights or options to acquire such ownership, including voting rights decoupled from the underlying Voting Securities) such that after giving effect to any such Acquisition, the Investor Group or otherwiseany of its controlled Affiliates holds, record directly or beneficial ownership ofindirectly, an aggregate Beneficial Ownership in excess of 15.0% of the then outstanding Voting Securities; provided, however, to the extent the group under Section 13(d) of the Exchange Act consisting of the members of the Investor Group is terminated, Rubric and Velan’s aggregate Beneficial Ownership shall not exceed 15.0%, or (ii) effect or seek to effect, offer or propose to effect, cause or participate in, or in any way assist, knowingly facilitate or knowingly encourage any other Person to effect or seek, offer or propose to effect or participate in an Extraordinary Transaction (but nothing in this Section 2(a) shall prohibit any member of the right Investor Group or any of its controlled Affiliates from tendering into (or failing to votetender into) a tender or exchange offer, receiving payment or other consideration for securities of the Company, voting its Voting Securities “for” or “against” any Company SecuritiesExtraordinary Transaction, except for or otherwise participating in any such transaction on the purchase same basis as other stockholders of Company Securities solely the Company, or from participating in any such transaction that has been approved by the ordinary course of business effected by Novartis' passive investment trustsBoard); (b) propose (i) nominate, give notice of an intent to nominate, or recommend for nomination a person for election to the Board (other than pursuant to Section 1) or take any action in respect of the removal of any director, (ii) knowingly seek or knowingly encourage any person to submit any nomination in furtherance of a “contested solicitation” or take any other action in respect of the election or removal of any director, (iii) submit, or knowingly seek or knowingly encourage the submission of, any stockholder proposal (pursuant to Rule 14a-8 or otherwise) for consideration at, or bring any other business before, any Stockholder Meeting, (iv) request, or knowingly initiate, knowingly encourage or participate in any request, to call a Stockholder Meeting, (v) seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange or other disposition of all or substantially all of the assets of or other business combination involving, or a tender or exchange offer for securities of, the Company or amend any of its subsidiaries or any material portion provision of the Company's ’s Certificate of Incorporation, as amended, or such subsidiary's business Amended and Restated Bylaws (the “Bylaws”), or assets or (vi) take any other type of transaction that would result in a change in control action similar to the foregoing with respect to any subsidiary of the Company; provided, however, that nothing in this Agreement shall prevent the Investor Group or its controlled Affiliates from taking actions in furtherance of identifying director candidates in connection with the 2024 Annual Meeting if the Cooperation Period expires on the Initial Trigger Date, or the 2025 Annual Meeting if the Cooperation Period expires on the Second Trigger Date, so long as such actions do not create a public disclosure obligation for the Investor Group or the Company and are undertaken on a basis reasonably designed to be confidential and in accordance in all material respects with any member of the Investor Group’s normal practices in the circumstances; (c) except solicit any proxy, consent or other authority to vote of stockholders or conduct any other referendum (binding or non-binding) (including any “withhold,” “vote no” or similar campaign) with respect to, or from the holders of, Voting Securities, or become a “participant” (as may be specifically contemplated by such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Transaction AgreementsExchange Act) in, seek or knowingly assist, advise, initiate, knowingly encourage or knowingly influence any person (other than the Company) in, any “solicitation” of any proxy, consent or other authority to exercise vote any control Voting Securities (other than such assistance, advice, encouragement or influence over that is consistent with the management Board’s recommendation in connection with such matter); provided, however, that the foregoing shall not restrict any member of the Company or its Board of Directors or any of Investor Group from stating how it intends to vote with respect to an Extraordinary Transaction, if any, in accordance with ‎Section 1(e)(ii) and the businesses, operations or policies of the Companyreasons therefor; (d) solicit (i) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies (or written consentsincluded in the Company’s proxy card for any Stockholder Meeting) or assist (ii) deposit or participate agree or propose to deposit any securities of the Company in any other wayvoting trust or similar arrangement, directly or indirectly, in subject any solicitation securities of proxies the Company to any agreement or arrangement with respect to the voting of such securities (including a voting agreement or written consentspooling arrangement), other than (A) any such voting trust or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined under arrangement solely for the Exchange Act) in opposition purpose of delivering to the recommendation Company or proposal its designee a proxy, consent, or other authority to vote in connection with a solicitation made by or on behalf of the Board of Directors of the CompanyCompany or (B) customary brokerage accounts, margin accounts and prime brokerage accounts; (e) formknowingly encourage, join in advise or in knowingly influence any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Personsperson, or knowingly assist any person in a partnershipso knowingly encouraging, syndicate advising or voting trustknowingly influencing any person, with respect to the giving or withholding of any proxy, consent or authority to vote any Voting Securities or in conducting any referendum (binding or non-binding) (including any “withhold,” “vote no” or similar campaign); provided, however, that the foregoing shall not restrict any member of the Company SecuritiesInvestor Group from stating how it intends to vote with respect to an Extraordinary Transaction, or enter into any agreement or arrangement or otherwise act if any, in concert accordance with any other unaffiliated Person, for ‎Section 1(e)(ii) and the purpose of acquiring, holding, voting or disposing of any of the Company Securitiesreasons therefor; (f) take form, join, knowingly encourage the formation of, or in any action that could reasonably be expected to require way participate in any partnership, limited partnership, syndicate or group (within the Company to make a public announcement regarding the possibility meaning of any Section 13(d)(3) of the events described in clauses Exchange Act) with respect to any Voting Securities (a) through (e) aboveother than a group that includes all or some of the members of the Investor Group, but does not include any other entities or persons that are not members of the Investor Group as of the date hereof; orprovided, however, that nothing herein shall limit the ability of a controlled Affiliate of the Investor Group to join such group following the execution of this Agreement, so long as any such controlled Affiliate agrees to be bound by the terms and conditions of this Agreement); (g) publicly make or publicly advance any request the Company or any of its Representativesproposal to amend, directly or indirectly, to amend modify or waive any provision of this Article Agreement, or take any action challenging the validity or enforceability of any provision of or obligation arising under this Agreement; provided, that the Investor Group may make confidential requests to the Board to amend, modify or waive any provision of this Agreement, which the Board may accept or reject in its sole and absolute discretion (it being understood and agreed that the Board shall consider in good faith any waiver requests to the Acquisition limits set forth in Section 2(a) in the event of any registered securities offerings made by the Company), so long as any such request is not publicly disclosed by the Investor Group and is made by the Investor Group in a manner that could not reasonably be expected to require, and that does not require, the public disclosure thereof by the Company, the Investor Group or any other person; (h) make a request for a list of the Company’s stockholders or for any books and records of the Company whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise; or (i) enter into any discussion, negotiation, agreement, arrangement or understanding concerning any of the foregoing (other than this Agreement) or knowingly encourage, assist, solicit, seek or seek to cause any person to undertake any action inconsistent with this Section 2. Notwithstanding anything to the contrary contained in Section 2 or elsewhere in this Agreement, the members of the Investor Group shall not be prohibited or restricted from communicating privately with the Chief Executive Officer of the Company, the Board or any director of the Company regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications by any Party. Further, no Party shall be prohibited from taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over such Party, provided that a breach by such Party of this Agreement is not the cause of the applicable requirement. Furthermore, for the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be deemed to limit the exercise in good faith by any New Director (or a Replacement Director) of such person’s fiduciary duties solely in such person’s capacity as a director of the Company.

Standstill Provisions. During (a) Each member of the period commencing on Xxxx-Talanta Group agrees that, from the date hereof and ending at 11:59 p.m. of this Agreement until December 31, 2016 (California time) on the second anniversary of the date hereof“Standstill Period”), Novartis shall he or it will not, without and he or it will cause each of such person’s respective Affiliates or Associates (collectively and individually, the prior written consent of the Company“Xxxx-Talanta Affiliates”) not to (except as expressly set forth in this Agreement), directly or indirectly, in any manner, alone or in concert with any other Affiliate, Group or Personothers: (ai) other than engage in any solicitation of proxies or consents or become a “participant” in a “solicitation” as such terms are defined in Regulation 14A under the Shares Exchange Act of proxies or consents (and including, without limitation, any solicitation of consents that seeks to call a special meeting of shareholders), in each case, with respect to securities of the Company issued as Company; (ii) seek or encourage any person to submit nominations in furtherance of a dividend “contested solicitation” for the election or other distribution removal of directors with respect toto the Company or seek, encourage or in exchange take any other action with respect to the election or removal of any directors; (iii) make any proposal for consideration by shareholders at any annual or in replacement special meeting of shareholders of the Shares), acquireCompany; (iv) effect or seek to effect, offer or propose to acquire effect, cause or agree participate in, or in any way assist or facilitate any other person to acquireeffect or seek, directly offer or indirectlypropose to effect or participate in, whether through market purchases, any tender or exchange offer, acquisition of control (including by way of merger or consolidation) or otherwise, record or beneficial ownership of, or the right to vote, any Company Securities, except for the purchase of Company Securities solely in the ordinary course of business effected by Novartis' passive investment trusts; (b) propose or seek to effect a merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, restructuringsale or acquisition of material assets, saleliquidation, lease, exchange dissolution or other disposition of all or substantially all of the assets of or other business combination involving, or a tender or exchange offer for securities of, extraordinary transaction involving the Company or any of its subsidiaries or any material portion of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not preclude (1) the tender by the Xxxx-Talanta Group or a Xxxx-Talanta Affiliate of any securities of the Company's Company into any tender or exchange offer or vote with respect to any Extraordinary Transaction approved by the Board or (2) any member of the Xxxx-Talanta Group, who in compliance with the provisions of this Agreement receives or has received a communication from a third party indicating an interest in an Extraordinary Transaction, from relaying such subsidiary's business indication of interest to the Special Committee; (v) seek, alone or assets in concert with others, representation on the Board, except as specifically contemplated in Section 1; (vi) seek to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company at any annual or special meeting of shareholders, except in accordance with Section 1; or (vii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any Party; (b) provided, that, notwithstanding the foregoing, it is understood and agreed that this Agreement shall not be deemed to prohibit (x) Xxxxxx or Xxxxxxx (or their respective successors) from engaging in any lawful act in their capacities as directors of the Company or members of the Special Committee that is either expressly approved by the Board or reasonably believed by either of them to be consistent with, or required in order to comply with, their fiduciary duties as directors of the Company and/or members of the Special Committee or any other type of transaction that would result in a change in control committee of the Board, (y) the members of the Xxxx-Talanta Group from proposing an Extraordinary Transaction involving members of the Xxxx-Talanta Group to the Special Committee or making public statements, engaging in discussions with other shareholders, soliciting proxies or voting any shares or proxies with respect to any Extraordinary Transaction that (A) has been approved by the Board and has been publicly announced by the Company or (B) has been recommended to the Board by the Special Committee and the Board has decided not to consider; or (z) the Xxxx-Talanta Group from submitting written notice to the Company of intent to nominate one or more persons for election as a director at the Company;’s 2017 Annual Meeting of Stockholders in accordance with the provisions of the By-Laws. (c) except as may be specifically contemplated by the Transaction Agreements, seek to exercise any control or influence over the management Each member of the Company or its Board Xxxx-Talanta Group agrees that, from the date of Directors or any this Agreement until the expiration of the businessesStandstill Period, operations he or policies it will, and he or it will cause each of such person’s respective Affiliates or Associates to refer all communications from third parties regarding potential strategic transactions to the Company;Special Committee. (d) solicit proxies The Standstill Period shall immediately expire: (or written consentsi) or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents), or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined under 1) upon the Exchange Act) in opposition to filing with the recommendation or proposal of the Board of Directors SEC of the Company; (e) form’s Quarterly Report on Form 10-Q for the quarterly period ended July 2, join 2016 in or in any other way (including by deposit of any Company Securities) participate in a Group with unaffiliated Persons, or in a partnership, syndicate or voting trust, with respect to any of the event that the Company Securities, or enter into any agreement or arrangement or otherwise act in concert with any other unaffiliated Person, does not achieve Net Sales growth for the purpose first six months of acquiringFY2016 of at least 3%, holdingas reported in such 10-Q, voting or disposing of any of from the Net Sales reported by the Company Securities; for the first six months of 2015 or (f2) take any action that could reasonably be expected to require the Company shall have failed to make file either a public announcement regarding Current Report on Form 8-K reporting Net Sales for the possibility of any of quarterly period ended July 2 , 2016 or its Quarterly Report on Form 10-Q for the events described in clauses (a) through (e) abovequarterly period ended July 2 , 2016 prior to the applicable deadline under SEC rules for filing such 10-Q; or (gii) request (1) upon the filing with the SEC of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2016 in the event that the Company does not achieve Net Sales growth for the first nine months of 2016 of at least 4%, as reported in such 10-Q, from the Net Sales reported by the Company for the first nine months of 2015 or any of (2) the Company shall have failed to file eithera Current Report on Form 8-K reporting Net Sales for the quarterly period ended October 1 , 2016 or its RepresentativesQuarterly Report on Form 10-Q for the quarterly period ended October 1, directly or indirectly, 2016 prior to amend or waive any provision of this Article 2.the applicable deadline under SEC rules for filing such 10-Q.