COMPANY MUST
USE ITS REASONABLE BEST EFFORTS TO RESOLVE THE UNDERLYING CAUSE OR REASON FOR
THE SUSPENSION PERIOD AS PROMPTLY AS PRACTICABLE SUCH THAT THE SUSPENSION PERIOD
IS AS SHORT AS PRACTICABLE.
EACH PURCHASER AGREES THAT, UPON RECEIPT OF ANY
NOTICE FROM THE COMPANY OF A SUSPENSION PERIOD, SUCH PURCHASER WILL NOT SELL ANY
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT UNTIL THE EARLIER
OF (I) 30 DAYS THEREAFTER AND (II) THE DATE THAT (A) SUCH PURCHASER IS ADVISED
IN WRITING BY THE COMPANY THAT THE USE OF THE APPLICABLE PROSPECTUS MAY BE
RESUMED, (B) SUCH PURCHASER HAS RECEIVED COPIES OF ANY ADDITIONAL OR
SUPPLEMENTAL OR AMENDED PROSPECTUS, IF APPLICABLE, AND (C) SUCH PURCHASER HAS
RECEIVED COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS WHICH ARE INCORPORATED
OR DEEMED TO BE INCORPORATED BY REFERENCE IN SUCH PROSPECTUS.
(II)
FURNISH TO EACH PURCHASER A DRAFT OF THE SELLING SHAREHOLDER
TABLE AND PLAN OF DISTRIBUTION FROM THE REGISTRATION STATEMENT PRIOR TO ITS
FILING WITH THE COMMISSION.
EACH PURCHASER SHALL FURNISH TO THE COMPANY SUCH
INFORMATION REGARDING EACH SUCH PURCHASER'S BENEFICIAL OWNERSHIP OF THE
COMPANY'S COMMON STOCK, AS WELL AS EACH PURCHASER'S PROPOSED METHOD OF
DISTRIBUTION OF THE REGISTRABLE SECURITIES WITHIN THREE BUSINESS DAYS OF RECEIPT
OF SUCH DRAFT OF THE SELLING SHAREHOLDER TABLE AND PLAN OF DISTRIBUTION FROM THE
REGISTRATION STATEMENT.
(III)
PERMIT SPECIAL COUNSEL TO MDS AND SPECIAL COUNSEL TO BIOVAIL TO
REVIEW ANY COMMENTS MADE BY THE STAFF OF THE COMMISSION AND THE COMPANY'S
RESPONSES THERETO, WITHIN A REASONABLE PERIOD OF TIME PRIOR TO THE FILING
THEREOF WITH THE COMMISSION (OR, IN THE CASE OF COMMENTS MADE BY THE STAFF OF
THE COMMISSION, WITHIN A REASONABLE PERIOD OF TIME FOLLOWING THE RECEIPT THEREOF
BY THE COMPANY).
(IV)
NOTIFY EACH PURCHASER, PROMPTLY AFTER RECEIVING NOTICE THEREOF,
WHEN THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE COMMISSION.
(V)
FURNISH TO EACH PURCHASER WHO IS SELLING REGISTRABLE SECURITIES
THE REASONABLE NUMBER OF COPIES OF THE REGISTRATION STATEMENT, EACH AMENDMENT
AND SUPPLEMENT THERETO (IN EACH CASE INCLUDING ALL EXHIBITS THERETO BUT
EXCLUDING ALL DOCUMENTS INCORPORATED BY
23
REFERENCE THEREIN, UNLESS SPECIFICALLY REQUESTED BY SUCH PURCHASER), AND THE
PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY
PROSPECTUS AND PROSPECTUS SUPPLEMENT) AS SUCH PURCHASER REASONABLY MAY REQUEST.
(VI)
FILE ANY DOCUMENTS REQUIRED OF THE COMPANY FOR BLUE SKY CLEARANCE
IN STATES SPECIFIED IN WRITING BY A PURCHASER AND TAKE ANY AND ALL SUCH ACTIONS
AS MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE SUCH PURCHASER TO
CONSUMMATE THE PLANNED DISPOSITION OF REGISTRABLE SECURITIES IN SUCH
JURISDICTIONS; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO
QUALIFY TO DO BUSINESS OR CONSENT TO SERVICE OF PROCESS IN ANY JURISDICTION IN
WHICH IT IS NOT NOW SO QUALIFIED OR HAS NOT SO CONSENTED.
(VII)
NOTIFY EACH PURCHASER, AT ANY TIME WHEN A PROSPECTUS RELATING TO
THE REGISTRABLE SECURITIES IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT
WITHIN THE PERIOD THAT THE COMPANY IS REQUIRED TO KEEP THE REGISTRATION
STATEMENT EFFECTIVE, OF ANY EVENT AS A