TO WHICH BUYER IS A PARTY OR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT FOR (I) THE
FILING OF A CURRENT REPORT ON FORM 8-K UNDER THE EXCHANGE ACT, (II) SUCH
CONSENTS, APPROVALS, ORDERS, AUTHORIZATIONS, REGISTRATIONS, DECLARATIONS AND
FILINGS AS MAY BE REQUIRED UNDER APPLICABLE STATE SECURITIES LAWS AND THE LAWS
OF ANY FOREIGN COUNTRY AND (III) SUCH OTHER CONSENTS, AUTHORIZATIONS, FILINGS,
APPROVALS AND REGISTRATIONS WHICH, IF NOT OBTAINED OR MADE, WOULD NOT BE
REASONABLY LIKELY TO HAVE A BUYER MATERIAL ADVERSE EFFECT.
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ARTICLE IV.
CONDUCT OF BUSINESS
SECTION 4.1
COVENANTS OF SELLER.
(A) EXCEPT AS SET FORTH IN SCHEDULE 4.1(A), OR AS OTHERWISE EXPRESSLY
CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, DURING THE PERIOD
FROM THE DATE OF THIS AGREEMENT AND CONTINUING UNTIL THE EARLIER OF THE
TERMINATION OF THIS AGREEMENT OR THE CLOSING, SELLER AGREES (EXCEPT TO THE
EXTENT THAT BUYER SHALL OTHERWISE CONSENT IN WRITING): (I) TO USE ITS
COMMERCIALLY REASONABLE EFFORTS TO KEEP INTACT THE MAMMOGRAPHY INTELLECTUAL
PROPERTY AND THE BUSINESS ORGANIZATION OF THE MAMMOGRAPHY BUSINESS AND PRESERVE
THE GOODWILL RELATING THERETO; (II) CONTINUE TO PERFORM IN ALL MATERIAL RESPECTS
IN GOOD FAITH EACH OF ITS OBLIGATIONS UNDER ANY IP CONTRACT; AND (III) TO PAY
ITS DEBTS AND TAXES AND PERFORM OTHER OBLIGATIONS WHEN DUE IN THE ORDINARY
COURSE IN SUBSTANTIALLY THE SAME MANNER AS PREVIOUSLY CONDUCTED, SUBJECT TO GOOD
FAITH DISPUTES OVER SUCH DEBTS, TAXES OR OBLIGATIONS, AND, TO THE EXTENT
CONSISTENT WITH SUCH BUSINESS.
(B) DURING THE PERIOD FROM THE DATE OF THIS AGREEMENT AND CONTINUING UNTIL THE
EARLIER OF THE TERMINATION OF THIS AGREEMENT OR THE CLOSING, SELLER SHALL NOT,
WITHOUT THE WRITTEN CONSENT OF BUYER:
(I)
SELL, LEASE, LICENSE OR OTHERWISE DISPOSE OF ANY OF ITS
PROPERTIES OR ASSETS INCLUDED IN THE MAMMOGRAPHY BUSINESS OR THE MAMMOGRAPHY
INTELLECTUAL PROPERTY, EXCEPT FOR SALES OF INVENTORY OR PRODUCTS, IN EACH CASE,
IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(II)
ENTER INTO, MODIFY, AMEND, EXTEND, RENEW OR TERMINATE ANY IP
CONTRACT;
(III)
ENTER INTO ANY NEW LICENSE FOR ANY INTELLECTUAL PROPERTY RIGHTS
TO OR FROM ANY THIRD PARTY RELATING TO THE MAMMOGRAPHY BUSINESS; OR
(IV)
TAKE, OR AGREE IN WRITING OR OTHERWISE TO AGREE TO TAKE, ANY OF
THE ACTIONS DESCRIBED IN CLAUSES (B)(I) THROUGH (III) ABOVE.
SECTION 4.2
COOPERATION.
Subject to compliance with applicable law, from the date hereof until the
Closing, Seller shall make its officers available to confer on a regular and
frequent basis with one or more representatives of the Buyer at reasonable times
and upon reasonable advance notice to report on the general status of
Mammography Intellectual Property and to facilitate the transfer of the
Mammography Intellectual Property to the Buyer as contemplated hereby and shall
promptly provide Buyer or its counsel with copies of all filings made by such
party with any Governmental Entity in connection with this Agreement, the
Ancillary Agreements and the transactions.
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SECTION 4.3
CONFIDENTIALITY.
The parties acknowledge that Buyer and Seller have previously executed a
Confidentiality