PURSUANT TO THE NEGOTIATION
AND EXECUTION OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS OR THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND (B) IN CONNECTION WITH
ANY MATTERS SET FORTH IN SECTIONS 5.4, 5.6 THROUGH 5.12 (INCLUSIVE) AND
ARTICLE VII, AND SHALL, DURING SUCH TIME, USE REASONABLE EFFORTS TO PROTECT THE
CONFIDENTIAL NATURE OF SUCH PROPRIETARY INFORMATION.
(III)
AT THE CLOSING, SELLER SHALL ASSIGN TO PURCHASER, TO
THE EXTENT ASSIGNABLE, ITS RIGHTS UNDER ANY CONFIDENTIALITY AGREEMENTS BETWEEN
SELLER AND PERSONS OTHER THAN THE PURCHASER OR ITS AFFILIATES THAT WERE ENTERED
INTO IN CONNECTION WITH, OR RELATING TO, A POSSIBLE SALE OF THE COMPANY, ANY OF
ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE BUSINESSES OR ASSETS, INCLUDING, TO
THE EXTENT ASSIGNABLE, THE RIGHT TO ENFORCE ALL TERMS OF SUCH CONFIDENTIALITY
AGREEMENTS.
(B)
ACCESS TO INFORMATION.
SELLER SHALL, AND
SHALL CAUSE THE COMPANY AND THE SUBSIDIARIES TO, AFFORD PURCHASER AND
PURCHASER'S ACCOUNTANTS, COUNSEL, FINANCIAL ADVISORS, AUDITORS, AND OTHER
REPRESENTATIVES REASONABLE ACCESS TO THE PROPERTIES, BOOKS, RECORDS, PERSONNEL
AND INDEPENDENT AUDITORS OF THE COMPANY AND ITS SUBSIDIARIES (INCLUDING THE
BOOKS, RECORDS, FINANCIAL STATEMENTS AND PERSONNEL OF SELLER, BUT ONLY TO THE
EXTENT RELATED TO THE COMPANY AND ITS SUBSIDIARIES) DURING THE PERIOD PRIOR TO
THE CLOSING DATE TO OBTAIN ALL INFORMATION CONCERNING THEIR RESPECTIVE
BUSINESSES, LIABILITIES, OBLIGATIONS, ASSETS AND OTHER RIGHTS, INCLUDING THE
STATUS OF PRODUCT DEVELOPMENT EFFORTS, PROPERTIES, RESULTS OF OPERATIONS AND
PERSONNEL FOR PURPOSES OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, AS
PURCHASER MAY REASONABLY REQUEST.
NOTWITHSTANDING THE FOREGOING, SELLER, THE
COMPANY AND ITS SUBSIDIARIES MAY RESTRICT THE FOREGOING ACCESS TO THE EXTENT
THAT (I) ANY LEGAL REQUIREMENT APPLICABLE TO THE SELLER, THE COMPANY OR ANY OF
ITS SUBSIDIARIES REQUIRES SUCH PARTY TO RESTRICT OR PROHIBIT ACCESS TO ANY SUCH
PROPERTIES OR INFORMATION, (II) SUCH ACCESS WOULD BE IN BREACH OF ANY
CONFIDENTIALITY OBLIGATION, COMMITMENT OR PROVISION BY WHICH THE SELLER, THE
COMPANY OR ANY OF ITS SUBSIDIARIES IS BOUND OR AFFECTED, WHICH CONFIDENTIALITY
OBLIGATION, COMMITMENT OR PROVISION SHALL BE DISCLOSED TO PURCHASER, PROVIDED
THAT DISCLOSURE OF SUCH OBLIGATION, COMMITMENT OR PROVISION WOULD NOT ITSELF BE
THE BREACH OF AN OBLIGATION OR COMMITMENT TO A THIRD PARTY, OR (III) SUCH ACCESS
WOULD BE REASONABLY LIKELY TO JEOPARDIZE ANY ATTORNEY-CLIENT PRIVILEGE OR OTHER
LEGAL PRIVILEGE.
IN ADDITION, ANY INFORMATION OBTAINED FROM THE SELLER, THE
COMPANY OR ANY OF ITS SUBSIDIARIES PURSUANT TO THE ACCESS CONTEMPLATED BY THIS
SECTION 5.2(B) SHALL BE SUBJECT TO THE CONFIDENTIALITY AGREEMENTS.
5.3
PUBLIC DISCLOSURE.
WITHOUT LIMITING ANY
OTHER PROVISION OF THIS AGREEMENT, SELLER AND PURCHASER WILL CONSULT WITH EACH
OTHER BEFORE ISSUING, AND PROVIDE EACH OTHER THE REASONABLE OPPORTUNITY TO
REVIEW, COMMENT UPON AND CONCUR WITH, AND AGREE ON ANY PRESS RELEASE OR PUBLIC
STATEMENT WITH RESPECT TO THIS AGREEMENT, ANY OF THE ANCILLARY AGREEMENTS AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND WILL NOT ISSUE ANY SUCH
PRESS RELEASE OR MAKE ANY SUCH PUBLIC STATEMENT PRIOR TO SUCH CONSULTATION AND
AGREEMENT, EXCEPT AS MAY BE REQUIRED BY LAW OR ANY OTHER APPLICABLE NATIONAL OR