Agreement, dated as of June 17, 2004 (the "Confidentiality
Agreement"), which Confidentiality Agreement will continue in full force and
effect in accordance with its terms, except as expressly modified herein.
ARTICLE V.
ADDITIONAL AGREEMENTS
SECTION 5.1
NO SOLICITATION.
(A) FROM AND AFTER THE DATE OF THIS AGREEMENT UNTIL THE EARLIER OF THE CLOSING
OR TERMINATION OF THIS AGREEMENT PURSUANT TO ITS TERMS, SELLER SHALL NOT,
DIRECTLY OR INDIRECTLY, THROUGH ANY OFFICER, DIRECTOR, EMPLOYEE, FINANCIAL
ADVISOR, REPRESENTATIVE OR AGENT (I) SOLICIT, INITIATE, OR ENCOURAGE ANY
INQUIRIES OR PROPOSALS THAT CONSTITUTE, OR COULD REASONABLY BE EXPECTED TO LEAD
TO, A PROPOSAL OR OFFER FOR A MERGER, CONSOLIDATION, BUSINESS COMBINATION,
TENDER OFFER, SALE OF ANY ITEM OF THE MAMMOGRAPHY INTELLECTUAL PROPERTY, SALE OF
33% OR MORE OF ITS EQUITY SECURITIES (EXCLUDING SALES PURSUANT TO EXISTING
SELLER STOCK OPTION PLANS OR WARRANTS OUTSTANDING AS OF THE DATE HEREOF) OR ANY
SIMILAR TRANSACTION INVOLVING SELLER, OTHER THAN THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT OR ANY TRANSACTION INVOLVING THE SALE OF ANY PERMITTED ASSETS
(AS DEFINED IN SECTION 5.1(D) BELOW) (ANY OF THE FOREGOING INQUIRIES OR
PROPOSALS BEING REFERRED TO IN THIS AGREEMENT AS AN "ACQUISITION PROPOSAL"),
(II) ENGAGE IN NEGOTIATIONS OR DISCUSSIONS CONCERNING, OR PROVIDE ANY NON-PUBLIC
INFORMATION TO ANY PERSON OR ENTITY RELATING TO, ANY ACQUISITION PROPOSAL
(EXCEPT THAT BUYER EXPRESSLY ACKNOWLEDGES THAT THE SELLER WILL NOT BE IN
VIOLATION OF ITS OBLIGATIONS UNDER THIS SECTION 5.1(II) IF (X) THE SELLER'S
FINANCIAL ADVISOR DETERMINES IN GOOD FAITH THAT THE RECEIPT OF SUCH SUPPLEMENTAL
INFORMATION IS ABSOLUTELY NECESSARY IN ORDER FOR SELLER'S BOARD OF DIRECTORS TO
CLARIFY THE TERMS OF ANY AMBIGUOUS CONDITIONS TO THE CONSUMMATION OF ANY
UNSOLICITED ACQUISITION PROPOSAL, SELLER'S FINANCIAL ADVISOR MAY MAKE ONE, AND
ONLY ONE, WRITTEN REQUEST THAT THE PARTY SUBMITTING AN UNSOLICITED ACQUISITION
PROPOSAL DELIVER A FURTHER WRITTEN COMMUNICATION TO THE SELLER FOR THE SOLE
PURPOSE OF CLARIFYING AMBIGUITIES IDENTIFIED BY THE SELLER'S FINANCIAL ADVISOR
IN SUCH ACQUISITION PROPOSAL, (Y) IF SELLER RESPONDS TO AN UNSOLICITED
ACQUISITION PROPOSAL BY PROVIDING COPIES OF THIS AGREEMENT, ANY OF THE ANCILLARY
AGREEMENTS AND ANY PREVIOUSLY FILED AND PUBLICLY AVAILABLE SELLER SEC FILINGS TO
THE PARTY MAKING SUCH UNSOLICITED ACQUISITION PROPOSAL (THE "INTERESTED
ACQUIROR"), OR (Z) IF IN RESPONSE TO A SPECIFIC REQUEST MADE BY THE INTERESTED
ACQUIROR, THE SELLER'S FINANCIAL ADVISOR DISCLOSES THE EXISTENCE OF THE LOAN
AGREEMENT, THE AMOUNTS OUTSTANDING THEREUNDER AND THE REQUIREMENT CONTAINED IN
THIS SECTION 5.1 REGARDING THE REPAYMENT OF THE AMOUNTS OUTSTANDING UNDER THE
LOAN AGREEMENT, OR ENGAGES IN DISCUSSIONS WITH AN INTERESTED ACQUIROR FOR THE
SOLE PURPOSE OF CLARIFYING THE PROCEDURAL REQUIREMENTS SET FORTH IN THIS
AGREEMENT TO BE FOLLOWED BY THE INTERESTED ACQUIROR, THE SELLER'S BOARD OF
DIRECTORS AND THE SELLER'S STOCKHOLDERS IN ORDER TO CONSUMMATE THE ACQUIROR'S
ACQUISITION PROPOSAL, ALL OF THE ABOVE BEING REFERRED TO AS "SELLER PERMITTED
RESPONSE ACTIONS"), OR (III) AGREE TO OR RECOMMEND ANY ACQUISITION PROPOSAL;
PROVIDED, HOWEVER, THAT IF SELLER HAS NOT BREACHED THIS SECTION 5.1, AND HAS
PAID ALL AMOUNTS THEN DUE UNDER THE LOAN AGREEMENT, NOTHING CONTAINED