ACCEPTED ACCOUNTING PRINCIPLES;
(XVIII)
ENTER INTO, ADOPT OR AMEND ANY BONUS, INCENTIVE,
DEFERRED COMPENSATION, INSURANCE, MEDICAL, HOSPITAL, DISABILITY OR SEVERANCE
PLAN, AGREEMENT OR ARRANGEMENT OR ENTER INTO OR AMEND ANY EMPLOYEE BENEFIT PLAN
OR EMPLOYMENT, CONSULTING OR MANAGEMENT AGREEMENT, OTHER THAN ANY SUCH AMENDMENT
TO AN EMPLOYEE BENEFIT PLAN THAT IS MADE TO MAINTAIN THE QUALIFIED STATUS OF
SUCH PLAN OR ITS CONTINUED COMPLIANCE WITH APPLICABLE LAW AND OTHER THAN IN THE
ORDINARY COURSE OF BUSINESS; PROVIDED THAT NO SUCH PLAN, AGREEMENT OR
ARRANGEMENT (OR AMENDMENT THERETO) SHALL PROVIDE FOR SEVERANCE OR SIMILAR
PAYMENTS EXCEPT TO THE EXTENT SUCH SEVERANCE OR SIMILAR PAYMENTS ARE CONSISTENT
WITH PHARMACEUTICAL INDUSTRY NORMS;
(XIX)
PAY OR COMMIT TO PAY ANY BONUS TO ANY OFFICER OR
EMPLOYEE, OR MAKE ANY OTHER CHANGE IN THE COMPENSATION OF ITS EMPLOYEES, OTHER
THAN PAYMENTS, COMMITMENTS OR CHANGES MADE IN ACCORDANCE WITH THE COMPANY'S
NORMAL COMPENSATION PRACTICES;
(XX)
PREPARE OR FILE ANY TAX RETURN INCONSISTENT
WITH PAST PRACTICE OR, ON ANY SUCH TAX RETURN, TAKE ANY POSITION, MAKE ANY
ELECTION, OR ADOPT ANY METHOD THAT IS INCONSISTENT WITH POSITIONS TAKEN,
ELECTIONS MADE OR METHODS USED IN PREPARING OR FILING SIMILAR TAX RETURNS IN
PRIOR PERIODS; OR
(XXI)
ENTER INTO ANY OTHER AGREEMENT OR COMMITMENT TO
TAKE ANY ACTION PROHIBITED BY THIS SECTION 5.4.
49
(C)
THE COMPANY SHALL, AND SHALL CAUSE THE
SUBSIDIARIES TO:
(I) CONDUCT THE RES-5-0002 EE STUDY IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE REQUIREMENTS OF LAWS AND IN ACCORDANCE
WITH THE OPERATING PLAN; (II) USE THE PROCEEDS OF LOANS (AS DEFINED IN THE
CREDIT AGREEMENT) ONLY FOR FUNDING EXPENSES IDENTIFIED IN, OR WHICH ARE
OTHERWISE CONSISTENT WITH, THE OPERATING PLAN; (III) KEEP ITS AND THEIR EXISTING
POLICIES OF INSURANCE, OR COMPARABLE INSURANCE, IN FULL FORCE AND EFFECT;
(IV) TO THE EXTENT THE COMPANY OR A SUBSIDIARY IS OBLIGATED OR HAS THE RIGHT TO
DO SO (AND IS EXERCISING SUCH PROSECUTION RIGHTS) PURSUANT TO ANY AGREEMENT
RELATING TO COMPANY IP, DILIGENTLY PROSECUTE, OR ENFORCE ITS RIGHTS TO CAUSE
ANOTHER PARTY TO SUCH AGREEMENT RELATING TO COMPANY IP TO DILIGENTLY PROSECUTE,
CLAIMS IN THE PENDING PATENT APPLICATIONS WITHIN COMPANY IP CLAIMING EXISTING
PRODUCTS AND PRODUCTS CURRENTLY UNDER DEVELOPMENT; AND (V) KEEP IN FORCE ALL
REGISTERED MARKS BY PAYING ANY MAINTENANCE FEES OR TAXES OR RESPONDING TO ANY
ACTIONS.
THE COMPANY SHALL DELIVER THE FINAL STUDY REPORT RELATING TO THE
RES-5-0002 EE STUDY WITHIN THREE (3) BUSINESS DAYS AFTER SUCH REPORT BECOMES
FINAL.
5.5.
ACQUISITION PROPOSALS.
THE COMPANY SHALL NOT,
NOR SHALL IT AUTHORIZE OR CAUSE ANY OF ITS AFFILIATES OR ANY OFFICER, DIRECTOR,
EMPLOYEE, INVESTMENT BANKER, ATTORNEY OR OTHER ADVISER OR REPRESENTATIVE OF THE
COMPANY OR ANY OF ITS AFFILIATES TO, (I) SOLICIT, INITIATE, OR ENCOURAGE THE
SUBMISSION OF, ANY ACQUISITION PROPOSAL (AS HEREINAFTER DEFINED), (II) ENTER
INTO ANY AGREEMENT WITH RESPECT TO, OTHERWISE APPROVE OR RECOMMEND,
OR
CONSUMMATE ANY ACQUISITION PROPOSAL OR (III) EXCEPT TO THE EXTENT REQUIRED BY
LAW AS ADVISED BY OUTSIDE COUNSEL TO THE COMPANY (WHICH MAY BE DUANE MORRIS